UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2004
THE AES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-12291 54-1163725
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
4300 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (703) 522-1315
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On December 9, 2004 the Board of Directors (the "Board") of The AES
Corporation (the "Company"), by unanimous written consent, adopted The AES
Corporation Restoration Supplemental Retirement Plan (the "Restoration Plan").
The Restoration Plan will become effective on January 1, 2005. The Board also
approved the amendment of The AES Corporation Profit Sharing and Stock Ownership
Plan (the "Profit Sharing Plan") to the extent necessary to coordinate benefits
provided under the Restoration Plan and the Profit Sharing Plan. Also on
December 8, 2004, in connection with the adoption of the Restoration Plan, the
Board approved the "freezing" of future benefit accruals under The AES
Corporation Supplemental Retirement Plan (the "Supplemental Plan") due to recent
changes in the tax law pursuant to the enactment of The American Jobs Creation
Act of 2004 (the "Jobs Act").
The Restoration Plan provides benefits to a select group of management
and highly compensated employees of the Company and its subsidiaries. The
Restoration Plan was designed to comply with the requirements of the Jobs Act.
Certain aspects of the Restoration Plan will not be finalized until after the
U.S. Treasury regulations pursuant to the Jobs Act provide further guidance.
However, the material terms of the Restoration Plan are expected to include the
provisions described below. The Restoration Plan provides for a supplemental
profit-sharing award to its participants for each plan year in which the
Company's contribution to the Profit Sharing Plan on behalf of a participant is
limited by the requirements of the Internal Revenue Code (the "Code"). Amounts
deferred under the Restoration Plan will initially be deemed invested in Company
common stock. Thereafter, a participant may elect to have different investment
benchmarks apply to such amounts deferred under the Restoration Plan. Eligible
Participants may also elect to voluntarily defer a portion of their earned
compensation under the Restoration Plan. The Restoration Plan also provides for
an annual Company contribution equal to the difference between the Company
matching contribution awarded to a participant under the Profit Sharing Plan and
the Company matching contribution that would have been awarded under the Profit
Sharing Plan if no Code limitations applied; provided that certain requirements
are met. Participants are always 100% vested in their account balances. The
Restoration Plan allows for distributions of deferred amounts upon a date or
dates specified by the participant, in the event of the participant's
unforeseeable emergency, death or termination of employment (subject to
regulations to be issued under the Jobs Act) or in the event of change in
control of the Company.
Item 1.02 Termination of a Material Definitive Agreement
On December 9, 2004, our Board adopted a resolution to "freeze" all
future benefit accruals under the Supplemental Plan due to recent changes in the
tax law pursuant to the enactment of the Jobs Act. The Board also authorized the
officers of the Company to adopt any amendments to the Supplemental Plan, as
they deem appropriate, in order to continue it as a "frozen" plan. There were no
early termination penalties incurred by the Company in connection with the
"freezing" of the Supplemental Plan.
The Supplemental Plan provided benefits to a select group of management
and highly compensated employees of the Company and its subsidiaries. The
Supplemental Plan provided for a supplemental profit sharing award for years in
which the Company contribution allocated to
the accounts of the participants under the Profit Sharing Plan would be limited
by the requirements of the Code. Participants in the Supplemental Plan who were
also participants in the Profit Sharing Plan also had the option of electing to
defer a portion of their pre-tax compensation to the Supplemental Plan. The
Company was permitted under the Supplemental Plan to make a Company contribution
to participants under certain circumstances. A participant's account balance was
at all times 100% vested under the Supplemental Plan. Participants in the now
"frozen" Supplemental Plan may receive distributions following their termination
of employment.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE AES CORPORATION
(Registrant)
By: /s/ Ashley A. Meise
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Name: Ashley A. Meise
Title: Assistant General Counsel
Date: December 14, 2004