<PAGE>





                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) NOVEMBER 16, 1998

                               THE AES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

                                     0-19281
                            (Commission File Number)

                                   54-1163725
                        (IRS Employer Identification No.)

                             1001 NORTH 19TH STREET
                               ARLINGTON, VA 22209
          (Address of Principal Executive Offices, Including Zip Code)

                                 (703) 522-1315
              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
          (Former Name or Former Address, if changed since last report)


<PAGE>



ITEM 5. Other Events

         On November 18, 1998,  the Company won a bid in Panama to acquire a 49%
controlling interest in Empresa de Generacion Chiriqui S.A. ("EGE Chiriqui") and
Empresa de Generacion  Bayano ("EGE  Bayano") for $91 million from  Instituto de
Recursos  Hidraulicos y Electrificacion  ("IRHE"),  a government-owned  utility.
IRHE will retain 49% of the companies  and sell 2% to  employees.  EGE Bayano is
comprised of a 150 MW hydro facility and 42 MW of thermal capacity, located near
Panama  City.  EGE Chiriqui is  comprised  of two  existing  run-of-river  hydro
facilities  for a total of 90 MW, in  western  Panama.  Part of the  acquisition
includes adding 133 MW of hydroelectric  generating capacity in a project called
Esti. With the Esti  expansion,  AES will provide close to 40% of the generating
capacity of Panama's 1067 MW. Both businesses will deliver power under the terms
of 5-year power purchase  agreements  and,  thereafter,  will sell into the spot
market  or  enter  into new  contracts  with the  current  distribution  company
purchasers.

         On November 19, 1998, the Company was selected by the Government of Sri
Lanka as the preferred bidder to develop a 160 MW combined-cycle  power plant to
be located at  Kelanitissa at a cost of about $100 million.  In accordance  with
the selection, the Government of Sri Lanka will issue a letter of intent for the
greenfield  project to a new project  company  formed by a consortium led by AES
and Hayley's  Engineering Ltd. AES will build, own, operate and transfer a power
plant  under the terms of a 20-year  concession.  Power  from the plant is to be
sold into Sri Lanka's  national  electricity  transmission  grid. It is expected
that the  open-cycle  mode of the plant will reach 100 MW of  capacity  by 2000,
with commencement of combined-cycle  operations increasing capacity to 160 MW by
2001.

         On November 23, 1998, the Company and CILCORP Inc. ("CILCORP") executed
a definitive  agreement under which AES will acquire all of CILCORP's 13,610,680
common  shares  at a price of $65 per  share,  or  approximately  $885  million.
CILCORP,  formed in 1985 and  headquartered  in Peoria,  Illinois,  is an energy
services company whose largest subsidiary, Central Illinois Light Company, is an
85  year-old  gas and  electric  utility  serving  approximately  a quarter of a
million retail customers in central Illinois.  In 1997, CILCORP had consolidated
revenues  of $976  million  and net  assets  of $1.3  billion.  CILCORP  and its
subsidiaries  employ  approximately  1,800 people. The transaction,  under which
CILCORP will become a wholly-owned  subsidiary of AES,  requires the approval of
CILCORP  shareholders  and is subject to  regulatory  approvals  by the  Federal
Energy  Regulatory   Commission,   the  Illinois  Commerce  Commission  and  the
Securities and Exchange Commission.

         Although  the  Company  does  not  have  committed  financing  for  the
foregoing acquisitions and development projects, as well as previously announced
but not yet consummated  projects,  it plans to obtain financing  through one or
any combination of the following:  (i) the issuance of project financing debt by
subsidiaries of the Company; (ii) the issuance of debt by the Company; (iii) the
issuance of equity by the Company; (iv) borrowings under the Company's revolving
credit facility;  and (v) cash on hand.  Although the Company believes that such
financings will be available on acceptable terms, there can be no assurance that
the Company will be successful in obtaining  such  financings  and the Company's
obligations to consummate such  acquisitions  and  development  projects are not
subject to the Company's ability to obtain financing therefor.


<PAGE>



                                   SIGNATURES

     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


                                        By: /s/ Barry J. Sharp
                                           ----------------------------
                                            Barry J. Sharp
                                            Senior Vice President
                                            and Chief Financial Officer

Date:  November 30, 1998


<PAGE>




EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION


  10.1              Agreement  and Plan of  Merger  among  The AES  Corporation,
                    Cilcorp,  Inc.,  and  Midwest  Energy,  Inc.,  dated  as  of
                    November 22, 1998.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6005}]
{"company-data": {"conformed-name": "AES CORPORATION", "cik": "0000874761", "assigned-sic": "4991", "irs-number": "541163725", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12291", "film-number": "98761453"}, "business-address": {"street1": "1001 N 19TH ST", "street2": "STE 2000", "city": "ARLINGTON", "state": "VA", "zip": "22209", "phone": "7035221315"}}
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) NOVEMBER 16, 1998

                               THE AES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

                                     0-19281
                            (Commission File Number)

                                   54-1163725
                        (IRS Employer Identification No.)

                             1001 NORTH 19TH STREET
                               ARLINGTON, VA 22209
          (Address of Principal Executive Offices, Including Zip Code)

                                 (703) 522-1315
              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
          (Former Name or Former Address, if changed since last report)
ITEM 5. Other Events

         On November 18, 1998,  the Company won a bid in Panama to acquire a 49%
controlling interest in Empresa de Generacion Chiriqui S.A. ("EGE Chiriqui") and
Empresa de Generacion  Bayano ("EGE  Bayano") for $91 million from  Instituto de
Recursos  Hidraulicos y Electrificacion  ("IRHE"),  a government-owned  utility.
IRHE will retain 49% of the companies  and sell 2% to  employees.  EGE Bayano is
comprised of a 150 MW hydro facility and 42 MW of thermal capacity, located near
Panama  City.  EGE Chiriqui is  comprised  of two  existing  run-of-river  hydro
facilities  for a total of 90 MW, in  western  Panama.  Part of the  acquisition
includes adding 133 MW of hydroelectric  generating capacity in a project called
Esti. With the Esti  expansion,  AES will provide close to 40% of the generating
capacity of Panama's 1067 MW. Both businesses will deliver power under the terms
of 5-year power purchase  agreements  and,  thereafter,  will sell into the spot
market  or  enter  into new  contracts  with the  current  distribution  company
purchasers.

         On November 19, 1998, the Company was selected by the Government of Sri
Lanka as the preferred bidder to develop a 160 MW combined-cycle  power plant to
be located at  Kelanitissa at a cost of about $100 million.  In accordance  with
the selection, the Government of Sri Lanka will issue a letter of intent for the
greenfield  project to a new project  company  formed by a consortium led by AES
and Hayley's  Engineering Ltd. AES will build, own, operate and transfer a power
plant  under the terms of a 20-year  concession.  Power  from the plant is to be
sold into Sri Lanka's  national  electricity  transmission  grid. It is expected
that the  open-cycle  mode of the plant will reach 100 MW of  capacity  by 2000,
with commencement of combined-cycle  operations increasing capacity to 160 MW by
2001.

         On November 23, 1998, the Company and CILCORP Inc. ("CILCORP") executed
a definitive  agreement under which AES will acquire all of CILCORP's 13,610,680
common  shares  at a price of $65 per  share,  or  approximately  $885  million.
CILCORP,  formed in 1985 and  headquartered  in Peoria,  Illinois,  is an energy
services company whose largest subsidiary, Central Illinois Light Company, is an
85  year-old  gas and  electric  utility  serving  approximately  a quarter of a
million retail customers in central Illinois.  In 1997, CILCORP had consolidated
revenues  of $976  million  and net  assets  of $1.3  billion.  CILCORP  and its
subsidiaries  employ  approximately  1,800 people. The transaction,  under which
CILCORP will become a wholly-owned  subsidiary of AES,  requires the approval of
CILCORP  shareholders  and is subject to  regulatory  approvals  by the  Federal
Energy  Regulatory   Commission,   the  Illinois  Commerce  Commission  and  the
Securities and Exchange Commission.

         Although  the  Company  does  not  have  committed  financing  for  the
foregoing acquisitions and development projects, as well as previously announced
but not yet consummated  projects,  it plans to obtain financing  through one or
any combination of the following:  (i) the issuance of project financing debt by
subsidiaries of the Company; (ii) the issuance of debt by the Company; (iii) the
issuance of equity by the Company; (iv) borrowings under the Company's revolving
credit facility;  and (v) cash on hand.  Although the Company believes that such
financings will be available on acceptable terms, there can be no assurance that
the Company will be successful in obtaining  such  financings  and the Company's
obligations to consummate such  acquisitions  and  development  projects are not
subject to the Company's ability to obtain financing therefor.
SIGNATURES

     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

                                        By: /s/ Barry J. Sharp
                                           ----------------------------
                                            Barry J. Sharp
                                            Senior Vice President
                                            and Chief Financial Officer

Date:  November 30, 1998
EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION

  10.1              Agreement  and Plan of  Merger  among  The AES  Corporation,
                    Cilcorp,  Inc.,  and  Midwest  Energy,  Inc.,  dated  as  of
                    November 22, 1998.