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[Federal Register Volume 66, Number 4 (Friday, January 5, 2001)]
[Notices]
[Pages 1161-1162]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-314]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27332]

Filings Under the Public Utility Holding Company Act of 1935, as 
amended (``Act'')

December 29, 2000.
    Notice is hereby given that the following filing has been made with 
the Commission pursuant to provisions of the Act and rules promulgated 
under the Act. All interested persons are referred to the application 
for a complete statement of the proposed transaction summarized below. 
The application and any amendments are available for public inspection 
through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application should submit their views in writing by January 23, 2001, 
to the Secretary, Securities and Exchange Commission, Washington, DC 
20549-0609, and serve a copy on the relevant applicants at the address 
specified below. Proof of service (by affidavit or, in the case of an 
attorney at law, by certificate) should be filed with the request. Any 
request for hearing should identify specifically the issues of facts or 
law that are disputed. A person who so requests will be notified of any 
hearing, if ordered, and will receive a copy of any notice or order 
issued in the matter. After January 23, 2001, the application as filed 
or as amended may be granted.

AES Corporation, Dennis W. Bakke and Roger W. Sant (70-9779)

    The AES Corporation (``AES''), an electric public-utility holding 
company exempt from registration under section

[[Page 1162]]

3(a)(5) of the Act,\1\ Dennis W. Bakke and Roger W. Sant, all at 1001 
North 19th Street, Arlington, VA 22209, have filed an application 
(``Application'') under sections 9(a)(2) and 3(a)(5) of the Act.
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    \1\ Holding Co. Act Release No. 27063 (August 20, 1999).
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    AES requests approval of its proposal acquisition of all of the 
equity securities of IPALCO Enterprises, Inc., (``IPALCO''), an 
electric and gas public-utility holding company exempt from 
registration under section 3(a)(1) by rule 2. AES also requests an 
order under section 3(a)(5) exempting it from all provisions of the Act 
other than section 9(a)(2) following its acquisition of IPALCO.
    Dennis W. Bakke and Roger W. Sant, are, respectively, AES's 
President and Chief Executive Officer, and the Chairman of its Board of 
Directors. Each owns more than 5% of AES's common stock. They request 
approval of their indirect acquisition of interests in IPALCO.
    AES, incorporated in Delaware, is a United States-based 
multinational electric power generation and energy distribution company 
with operations in sixteen countries worldwide. AES currently owns all 
of the common stock of CILCORP Inc. (``CILCORP''), an Illinois public-
utility holding company exempt from registration under section 3(a)(1) 
by rule 2, and the parent of Central Illinois Light Company 
(``CILCO''), an electric and gas utility company. CILCO is engaged in 
the generation, transmission, distribution and sale of electric energy 
in an area of approximately 3,700 square miles in central and east-
central Illinois, and the purchase, distribution, transportation and 
retail sale of natural gas in an area of approximately 4,500 square 
miles also in central and east-central Illinois.
    AES is engaged principally in the development, ownership and 
operation of electric generating plants and electric and gas 
distribution companies. With the exception of CILCO, all AES plants and 
companies are, or are owned by, exempt wholesale generators (as defined 
in section 32 of the Act), foreign utility companies (as defined in 
section 33 of the Act), or qualifying facilities under the Public 
Utility Regulatory Policies Act of 1978. On an actual pro rata 
consolidated basis as of December 31, 1999, over 97% of AES' revenues 
for that year were from electric generation and distribution 
activities. AES's other activities include the sale of steam and other 
commodities connected with its cogeneration operations, as well as 
operational, construction and project development services, and gas and 
power marketing.
    IPALCO has one public-utility subsidiary, Indianapolis Power & 
Light Company (``IPL''), which is principally engaged in the 
generation, transmission, distrubiton and sale of electric energy in a 
region of central Indiana within about forty miles of the city of 
Indianapolis, and the sale of steam within a limited area in that city. 
As of December 31, 1999, IPL served approximately 433,025 retail 
electric customers, and its electric utility assets totaled $1.9 
billion. For the year 1999 its electric utility revenues were $800.4 
million. IPL owns and operates three primarily coal-fired electric 
generating plants, one coal and gas-fired steam production plant, and a 
separately sited gas-fired combustion turbine. These facilities have a 
total gross nameplate rating of 3,104 megawatts, and a gross steam 
generation capacity of 1,990 megapounds per hour.
    Under an Agreement and Plan of Share Exchange (``Share Exchange 
Agreement'') dated as of July 15, 2000, between AES and IPALCO, the two 
companies propose to effect a share exchange through which IPALCO will 
become a wholly owned subsidiary of AES (``Transaction''). Each 
outstanding share of IPALCO common stock would be converted into the 
right to receive shares of AES common stock with a market value of 
$25.00 (subject to adjustment as described in the Share Exchange 
Agreement). Following the Transaction, AES would own IPALCO as a first-
tier subsidiary, and IPALCO's direct and indirect subsidiaries, 
including IPL, will retain their current relationship with IPALCO. 
IPALCO would continue to claim exemption under section 3(a)(1) by rule 
2.
    AES states it will commit to enter into an agreement with an 
unaffiliated person within three years from completion of the 
Transaction to divest its ownership of all utility assets of CILCO 
subject to the jurisdiction of the Commission. AES states that it has 
held preliminary discussions with potential acquirors of CILCO's 
utility assets. Upon completion of this divestiture, IPL would be the 
only public-utility subsidiary of AES.
    AES further asserts that it will qualify for the requested 
exemption under section 3(a)(5) of the Act following the Transaction 
because it will not derive a material part of its income, directly or 
indirectly, from one or more companies whose principal business within 
the United States is that of a public-utility company.
    Mr. Bakke and Mr. Sant owns 8.31 percent and 9.94 percent, 
respectively, of AES's common stock. They are thus indirect affiliates, 
as defined in section 2(a)(11)(a) of the Act, of CILCO, and as a result 
of the Transaction, would become indirect affiliates of IPL. They 
request approval under sections 9(a)(2) and 10 of their acquisition, 
through AES, of an indirect interest in IPL.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-314 Filed 1-4-01; 8:45 am]
BILLING CODE 8010-01-M
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