SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of INITIAL CERTIFICATE
Ameren Corporation, et al. PURSUANT TO
RULE 24
File No. 70-10078
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification pursuant to Rule 24 under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), is filed by Ameren
Corporation ("Ameren"), a registered holding company, in connection with
Ameren's acquisition of all of the issued and outstanding common stock of
CILCORP Inc. ("CILCORP"), an exempt holding company, from The AES Corporation
("AES"), as authorized by Order of the Securities and Exchange Commission (the
"Commission") dated January 29, 2003, in this proceeding (Holding Co. Act
Release No. 27645). Ameren hereby certifies to the Commission pursuant to Rule
24 that, on January 31, 2003, Ameren acquired all of the issued and outstanding
common stock of CILCORP from AES for a total purchase price of $1.34 billion,
including debt and preferred stock of CILCORP and its subsidiaries that remain
outstanding.
A "past tense" opinion of counsel is filed as Exhibit F-1(PT) hereto.
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned thereunto
duly authorized.
Ameren Corporation
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Vice President Regulatory Policy,
General Counsel, and Secretary
Dated: February 5, 2003
EXHIBIT F-1(PT)
[Steven R. Sullivan letterhead]
AMEREN CORPORATION
1901 Chouteau Avenue
St. Louis, Missouri 63166
314-554-2098
February 5, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation, et al.
Form U-1 Application-Declaration
(File No. 70-10078)
Dear Sirs:
I refer to the Form U-1 Application/Declaration, as amended, in the
above-referenced proceeding (the "Application"), under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), filed with the Securities
and Exchange Commission (the "Commission") by Ameren Corporation ("Ameren"), a
Missouri corporation, its indirect wholly-owned non-utility subsidiary, Ameren
Energy Fuels and Services Company ("Ameren Fuels"), an Illinois corporation,
CILCORP Inc. ("CILCORP"), an Illinois corporation, and CILCORP's direct and
indirect public-utility subsidiaries, Central Illinois Light Company ("CILCO")
and Central Illinois Generation, Inc. ("CIGI"), both of which are Illinois
corporations (the "Applicants"); and to the order of the Commission dated
January 29, 2003 (Holding Co. Act Release No. 27645) (the "Order") approving the
Application, subject to certain reservations of jurisdiction. Capitalized terms
used in this letter without definition have the meanings ascribed to such terms
in the Application.
Under the Order, Ameren was authorized to acquire all of the issued and
outstanding common stock of CILCORP (the "Transaction"). The Transaction was
completed on January 31, 2003, as a result of which all of the issued and
outstanding common stock of CILCORP is now held by Ameren. The Order also made
findings by the Commission that permit Ameren to retain CILCORP's existing
direct and indirect non-utility subsidiaries and investments, with certain
exceptions; to retain the combined gas utility system of CILCO, Union Electric
Company and Central Illinois Public Service Company as an additional integrated
public-utility system; and to retain CILCORP as a subsidiary holding company. In
addition, CILCORP and CILCO were granted an order pursuant to Section 3(a)(1) of
the Act exempting each company, as a holding
company, and its subsidiary companies as such from all provisions of the Act,
except Section 9(a)(2), and CILCO was authorized to transfer its generating
assets to CIGI.
In addition to the foregoing, the Commission also authorized the following
related transactions:
(i) CILCO to continue to provide certain administrative, management and
technical services at cost to CILCORP and its other associate
companies for a period not to exceed two years following closing of
the Transaction;
(ii) Ameren Fuels to enter into separate fuel services agreements with
CILCO and CIGI pursuant to which Ameren Fuels will manage, at cost,
gas supply resources and fuel procurement for CILCO and CIGI;
(iii) the issuance of short-term debt securities (i.e., maturities of less
than one year) by CILCORP, CILCO and CIGI in aggregate amounts at
any time outstanding during the Authorization Period not to exceed
$250 million for each company, less the amount, if any, of
short-term borrowings by any of such companies from Ameren;
(iv) the issuance of long-term notes by CILCORP to refinance the CILCORP
Senior Notes in an aggregate principal amount not to exceed the
current principal amount of the CILCORP Senior Notes ($475 million)
plus the amount of any prepayment or "make whole" premium required
to be paid in connection with any prepayment of the CILCORP Senior
Notes, and the guarantee of such notes (or of the CILCORP Senior
Notes) by Ameren;
(v) the issuance of Long-term Securities by CIGI in an aggregate amount
at any time outstanding during the Authorization Period not to
exceed $500 million;
(vi) to the extent not exempt under Rule 52(a), CILCORP, CILCO and CIGI
to enter into and perform Interest Rate Hedges and Anticipatory
Hedges;
(vii) CILCORP to issue and Ameren to acquire long-term equity and debt
securities in an aggregate amount at any time outstanding during the
Authorization Period not to exceed $1 billion and short-term debt
securities (i.e., maturities of up to one year) in an aggregate
principal amount at any time outstanding during the Authorization
Period not to exceed $250 million;
(viii) CIGI to issue and Ameren to acquire long-term notes in an aggregate
principal amount at any time outstanding during the Authorization
Period not to exceed $500 million and short-term notes in an
aggregate principal amount at any time outstanding during the
Authorization Period not to exceed $250 million;
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(ix) CILCO to issue and Ameren to acquire short-term notes in an
aggregate principal amount at any time outstanding during the
Authorization Period not to exceed $250 million;
(x) CILCORP to maintain, renew and extend any guarantees and other forms
of credit support that are outstanding on the date that the
Transaction closes, and from time to time during the Authorization
Period, to issue new guarantees and provide other forms of support
with respect to securities or other obligations of its subsidiaries
in an aggregate amount at any time outstanding during the
Authorization Period not to exceed $500 million;
(xi) CILCORP, CILCO and CIGI to organize and acquire the common stock or
other equity securities of one or more Financing Subsidiaries formed
exclusively for the purpose of facilitating the issuance of long-
term debt or equity securities of such companies, and to issue,
and any Financing Subsidiary to acquire, Notes to evidence the
loan of financing proceeds by any Financing Subsidiary to CILCORP,
CILCO or CIGI, as the case may be; and
(xii) CILCORP to pay dividends out of capital or unearned surplus in an
amount equal to CILCORP's retained earnings at the time the
Transaction closes plus the amount, if any, recorded as an
impairment to goodwill on the books of CILCORP in accordance with
applicable accounting rules.
I have acted as counsel for Ameren and Ameren Fuels (the "Ameren
Companies") in connection with the Application and, as such counsel, I am
familiar with the corporate proceedings taken by the Ameren Companies in
connection with the Transaction and related transactions, as described in the
Application. I have examined originals, or copies certified to my satisfaction,
of such corporate records of the Ameren Companies, certificates of public
officials, certificates of officers and representatives of the Ameren Companies,
and other documents as I have deemed it necessary to examine as a basis for the
opinions hereinafter expressed. In such examination, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals and the conformity with the originals of all documents submitted
to me as copies. As to various questions of fact material to such opinions, I
have, when relevant facts were not independently established, relied upon
certificates of officers of the Ameren Companies and other appropriate persons
and statements contained in the Application and the exhibits thereto. The
opinions expressed below are subject to the following further assumptions and
conditions:
a. The authorization and approval of the Transaction by the Boards of
Directors of Ameren and The AES Corporation, the parent company of CILCORP,
and, to the extent required, the authorization and approval of the other
related transactions by the Boards of Directors and shareholders of each of
the Applicants shall have been adopted and remain in full force and effect;
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b. All required approvals, authorizations, consents, certificates, and
orders of, and all filings and registrations with, all applicable federal
and state commissions and regulatory authorities with respect to the
Transaction and other related transactions shall have been obtained or
made, as the case may be, and shall remain in effect (including the
approval and authorization of the Commission under the Act, the Federal
Energy Regulatory Commission under the Federal Power Act, as amended, and
the rules and regulations thereunder, and the Illinois Commerce Commission
under the applicable laws of the State of Illinois), and the Transaction
and other related transactions shall have been accomplished in accordance
with all such approvals, authorizations, consents, certificates, orders,
filings and registrations;
c. The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
thereunder shall have expired;
d. The Applicants shall have obtained all consents, waivers and releases,
if any, required for the Transaction and other related transactions under
all applicable governing corporate documents, contracts, agreements, debt
instruments, indentures, franchises, licenses and permits;
e. No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed
herein;
f. The Transaction and other related transactions shall have been
consummated as described in the Application and under the supervision of me
and Jones, Day, Reavis & Pogue, Chicago, Illinois acting for the
Applicants, and all legal matters incident thereto shall be satisfactory to
each of us; and
g. For purposes of this opinion, with respect to all matters governed by
the laws of Illinois and Delaware as applicable to Ameren and Ameren Fuels,
I have relied upon the opinion of Jones Day, Chicago, Illinois, filed as
Exhibit F-2 to the Application; and as to all matters governed by the laws
of Illinois and Delaware as applicable to CILCORP, CILCO and CIGI, I have
relied upon the opinion of Craig W. Stensland, filed as Exhibit-3 to the
Application.
Based upon the foregoing, and subject to the assumptions and conditions set
forth herein, and having regard to legal considerations which I deem relevant, I
am of the opinion that:
1. All state laws applicable to the Transaction have been complied with.
2. Each of the Applicants is validly organized and duly existing under
the laws of the state of its incorporation.
3. The common stock of CILCORP acquired in the Transaction is validly
issued, fully paid and nonassessable, and Ameren, as the holder thereof, is
entitled
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to the rights and privileges appertaining thereto set forth in the Articles
of Incorporation of CILCORP.
4. Ameren legally acquired the common stock of CILCORP.
5. The consummation of the Transaction did not violate the legal rights
of the holders of any securities issued by Ameren or any associate company
of Ameren.
I hereby consent to the use of this "past tense" opinion in connection with
the Certificate of Notification under Rule 24 to which it is an exhibit. This
"past tense" opinion is intended solely for the use of the Commission and may
not be relied upon by any other person.
Very truly yours,
/s/ Steven R. Sullivan
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