UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
September 21, 2004
Exact Name of Registrant as specified in its charter;
Commission State of Incorporation; IRS Employer
File Number Address and Telephone Number Identification No.
----------- ---------------------------- ------------------
1-14756 Ameren Corporation 43-1723446
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-2967 Union Electric Company 43-0559760
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-3672 Central Illinois Public Service Company 37-0211380
(Illinois Corporation)
607 East Adams Street
Springfield, Illinois 62739
(217) 523-3600
333-56594 Ameren Energy Generating Company 37-1395586
(Illinois Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
2-95569 CILCORP Inc. 37-1169387
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
1-2732 Central Illinois Light Company 37-0211050
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
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:
[ ] 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))
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to Note 4 - Short-term Borrowings and Liquidity to the
financial statements under Part I, Item 1, and to "Liquidity and Capital
Resources - Short-term Borrowings and Liquidity" under "Management's Discussion
and Analysis of Financial Condition and Results of Operations," in Part I, Item
2, of the Registrants' combined quarterly report on Form 10-Q for the quarterly
period ended June 30, 2004 for a discussion of the Registrants' credit
facilities and credit agreement provisions.
On September 21, 2004, Ameren Corporation (Ameren) entered into an amended
and restated credit agreement with various lenders and JPMorgan Chase Bank, as
administrative agent for the lenders, which amends and restates its $235 million
three-year revolving credit agreement dated as of July 17, 2003 to accommodate
Ameren's pending acquisition of Illinois Power Company and to conform with its
two revolving credit agreements entered into in July 2004 for $700 Million. The
amended and restated credit agreement, like the original 2003 agreement, matures
on July 17, 2006 and is to be used for general corporate purposes, including
support of commercial paper programs and the utility and the non-state regulated
subsidiary money pool arrangements. The credit facility contains provisions
similar to those in the July 2004 credit facilities which, among other things,
place restrictions on the ability to incur liens, sell assets and merge with
other entities. It also contains a provision that limits Ameren's and its
subsidiaries', Central Illinois Public Service Company d/b/a AmerenCIPS, Union
Electric Company d/b/a AmerenUE, Central Illinois Light Company d/b/a
AmerenCILCO, and/or Illinois Power Company (from and after the date that is six
months after Ameren's acquisition of Illinois Power Company), total indebtedness
to 60% of total capitalization pursuant to a defined calculation. In addition,
the credit facility contains indebtedness cross-default provisions and material
adverse change clauses, similar to those contained in the July 2004 credit
facilities, which could trigger a default under this facility in the event that
any of the Ameren subsidiaries (as defined), other than certain project finance
subsidiaries, defaults in indebtedness in excess of $50 million. The credit
agreement, like the July 2004 facilities, also requires Ameren to meet the
minimum funding rules of the Employee Retirement Income Security Act of 1974, as
amended.
Included as Exhibit 10.1 is the text of the Amended and Restated Three-Year
Revolving Credit Agreement dated as of September 21, 2004.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits. The following exhibit is included with this Report:
2
Exhibit
No. Description
------- -----------
10.1 Amended and Restated Three-Year Revolving Credit Agreement
dated as of September 21, 2004.
This combined Form 8-K is being filed separately by Ameren, Union Electric
Company, Central Illinois Public Service Company, Ameren Energy Generating
Company, CILCORP Inc. and Central Illinois Light Company (each, a "registrant").
Information contained herein relating to any individual registrant has been
filed by such registrant on its own behalf. No registrant makes any
representation as to information relating to any other registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, each registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized. The signature for each undersigned company shall be deemed to relate
only to matters having reference to such company or its subsidiaries.
AMEREN CORPORATION
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
UNION ELECTRIC COMPANY
(Registrant)
/s/ Martin J. Lyons
--------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
3
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Martin J. Lyons
----------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
AMEREN ENERGY GENERATING COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CILCORP INC.
(Registrant)
/s/ Martin J. Lyons
--------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CENTRAL ILLINOIS LIGHT COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
Date: September 21, 2004
4
Exhibit Index
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Exhibit No. Description
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10.1 - Amended and Restated Three-Year Revolving Credit Agreement dated
as of September 21, 2004.