(As filed with the Securities and Exchange Commission on June 18, 2004)
File No. 70-10206
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1/A
Amendment No. 2
to
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
AMEREN CORPORATION
UNION ELECTRIC COMPANY
1901 Chouteau Avenue
St. Louis, Missouri 63103
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
607 East Adams Street
Springfield, Illinois 62739
(Names of companies filing this statement and
addresses of principal executive offices)
-----------------------------------------------------
AMEREN CORPORATION
(Name of top registered holding company parent of each applicant or declarant)
-------------------------------------------------------
Steven R. Sullivan,
Senior Vice President Governmental/Regulatory Policy,
General Counsel & Secretary
Ameren Services Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Name and address of agent for service)
--------------------------------------------------------
The Commission is requested to mail copies of all orders, notices and other
communications to:
Ronald K. Evans, William T. Baker, Jr., Esq.
Managing Associate General Counsel Thelen Reid & Priest LLP
Ameren Services Company 875 Third Avenue
1901 Chouteau Avenue New York, New York 10022
St. Louis, Missouri 63103
ii
TABLE OF CONTENTS
PAGE
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.................................1
1.1 INTRODUCTION..................................................1
1.2 CAPITALIZATION OF AMEREN......................................3
1.3 AMEREN'S CURRENT FINANCING AUTHORIZATION......................4
1.4 SUMMARY OF REQUESTED APPROVALS................................4
1.5 PARAMETERS APPLICABLE TO AUTHORIZED EXTERNAL
FINANCING TRANSACTIONS......................................6
1.6 USE OF PROCEEDS...............................................7
1.7 DESCRIPTION OF SPECIFIC FINANCING PROPOSALS...................7
1.7.1 COMMON STOCK..........................................8
1.7.2 PREFERRED STOCK, PREFERRED SECURITIES, EQUITY-LINKED
SECURITIES AND LONG-TERM DEBT......................8
1.7.3 SHORT-TERM DEBT.......................................9
1.8 COMMON STOCK ISSUED UNDER STOCK-BASED PLANS..................10
1.9 GUARANTEES...................................................12
1.10 HEDGING TRANSACTIONS.........................................12
1.10.1 INTEREST RATE HEDGES.................................12
1.10.2 ANTICIPATORY HEDGES..................................13
1.11 FINANCING SUBSIDIARIES.......................................14
1.12 CERTIFICATES OF NOTIFICATION.................................15
ITEM 2. FEES, COMMISSIONS AND EXPENSES.....................................16
ITEM 3. APPLICABLE STATUTORY PROVISIONS....................................16
3.1 GENERAL.....................................................16
3.2 COMPLIANCE WITH RULES 53 AND 54.............................16
ITEM 4. REGULATORY APPROVAL................................................17
ITEM 5. PROCEDURE..........................................................17
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS..................................17
A. Exhibits....................................................17
B. Financial Statements........................................19
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS............................19
iii
The Application/Declaration filed in this proceeding on February 24, 2004,
as previously amended and restated in its entirety by Amendment No. 1, filed on
April 30, 2004, is hereby further amended and restated in its entirety to read
as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
-----------------------------------
1.1 Introduction. Ameren Corporation ("Ameren"), whose principal business
address is at 1901 Chouteau Avenue, St. Louis, Missouri 63103, is a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"). Ameren directly owns all of the issued and outstanding common stock
of Union Electric Company d/b/a AmerenUE ("AmerenUE") and Central Illinois
Public Service Company d/b/a AmerenCIPS ("AmerenCIPS") and indirectly through
CILCORP Inc. ("CILCORP"), an exempt holding company, owns all of the outstanding
common stock of Central Illinois Light Company d/b/a ("AmerenCILCO"). Together,
AmerenUE, AmerenCIPS and AmerenCILCO provide retail and wholesale electric
service to approximately 1.7 million customers and retail natural gas service to
approximately 500,000 customers in a 49,000 square-mile area of Missouri and
Illinois, including the St. Louis, Missouri and Peoria and Springfield, Illinois
metropolitan areas.
In addition to the foregoing, AmerenCILCO owns all of the issued and
outstanding common stock of AmerenEnergy Resources Generating Company (f/k/a
Central Illinois Generation, Inc.) ("AERG"), an electric utility company that is
engaged in the generation and sale of electricity. AERG was formed by
AmerenCILCO in November 2001 in order to facilitate the restructuring of
AmerenCILCO in accordance with the Illinois Electric Service Customer Choice and
Rate Relief Law of 1997. In October 2003, AmerenCILCO transferred substantially
all of its generating assets representing in the aggregate approximately 1,100
megawatts (MW) of electric generating capacity to AERG.
On February 2, 2004, Ameren entered into a definitive stock purchase
agreement to acquire all of the issued and outstanding common stock and other
securities of Illinois Power Company ("Illinois Power") from Illinova
Corporation, an exempt holding company and a subsidiary of Dynegy Inc. Ameren
intends to file an application/declaration to seek Commission approval for that
acquisition and other related transactions.
Ameren has five direct wholly-owned non-utility subsidiaries (in addition
to CILCORP), as follows:
o Ameren Services Company, a service company subsidiary, which provides
administrative, management and technical services to Ameren and its
associate companies in the Ameren system;
o Ameren Development Company ("Ameren Development"), an intermediate
non-utility holding company, which directly owns all of the
outstanding common stock of Ameren ERC, Inc. ("Ameren ERC"), an
"energy-related company" under Rule 58 that provides energy management
services. Ameren ERC in turn owns all of the outstanding common stock
of Missouri Central Railroad Company, a fuel transportation
subsidiary, and an 89.1% interest in Gateway Energy Systems, L.C.,
which in turn owns Gateway Energy WGK Project, L.L.C., which together
are developing thermal energy projects. These entities are also
1
"energy-related companies" under Rule 58. Ameren Development also
directly owns all of the outstanding common stock of Ameren Energy
Communications, Inc., an "exempt telecommunications company" under
Section 34 of the Act;
o Ameren Energy Resources Company, an intermediate non-utility holding
company, which directly holds all of the outstanding voting securities
of the following subsidiaries: (1) Ameren Energy Development Company,
an "exempt wholesale generator" ("EWG") under Section 32 of the Act,
which, in turn, owns all of the outstanding common stock of Ameren
Energy Generating Company ("Ameren GenCo"), also an EWG; (2) Ameren
Energy Marketing Company, an "energy-related company" under Rule 58;
(3) Ameren Energy Fuels and Services Company, also an "energy-related
company" under Rule 58, which directly and through AFS Development
Company, L.L.C., a wholly-owned subsidiary, and Cowboy Railroad
Development Co., a 71%-owned subsidiary, makes investments in and
engages in operating activities related to fuel procurement, handling,
transportation and storage facilities and provides related fuel
management services to associate and nonassociate companies; (4)
Illinois Materials Supply Co., which was established to serve as an
"enterprise zone" company in connection with purchasing goods,
material and equipment for Ameren Energy Development Company and other
non-utility associate companies; and (5) AmerenEnergy Medina Valley
Cogen (No. 4), L.L.C., an intermediate non-utility holding company
that indirectly through AmerenEnergy Medina Valley Cogen (No. 2),
L.L.C., holds all of the membership interests in AmerenEnergy Medina
Valley Cogen, L.L.C., an EWG, and directly holds all of the membership
interests in AmerenEnergy Medina Valley Operations, L.L.C. Ameren
Energy Resources Company also directly holds 20% of the outstanding
common stock of Electric Energy, Inc. ("EEI"), an EWG that owns and
operates a 1,086 MW coal-fired electric generating station and
associated transmission facilities located in Joppa, Illinois.
o Ameren Energy, Inc., an "energy-related company" under Rule 58 that
primarily serves as the short-term energy trading and marketing agent
for AmerenUE and Ameren GenCo and provides a range of energy and risk
management services; and
o CIPSCO Investment Company, which holds various nonregulated and
passive investments, including passive investments in affordable
housing projects that qualify for federal tax credits and investments
in equipment leases.
AmerenUE has one direct wholly-owned non-utility subsidiary, Union Electric
Development Corporation, which holds investments in affordable housing projects
that qualify for federal income tax credits and other passive investments.
AmerenUE also directly holds 40% of the outstanding common stock of EEI.
CILCORP directly owns all of the common stock of three non-utility
subsidiaries, as follows:
o CILCORP Investment Management Inc., which, through subsidiaries,
manages CILCORP's investments in equipment leases, affordable housing
projects that qualify for federal income tax credits, non-regulated
2
independent power projects, and other passive investments;
o CILCORP Ventures Inc., which, through a wholly-owned subsidiary,
CILCORP Energy Services, Inc., provides energy-related products and
services, including gas management services for gas management
customers; and
o QST Enterprises Inc., which, through subsidiaries, provides energy and
related services in non-regulated retail and wholesale markets,
including utility operations and maintenance services (primarily to one
of AmerenCILCO's largest industrial customers), and holds interests in
environmentally distressed parcels of real estate acquired for resale.
AmerenCILCO directly owns all of the issued and outstanding common stock of
two non-utility subsidiaries, neither of which conducts any significant business
at this time:
o CILCO Exploration and Development Company, which previously engaged in
the exploration and development of gas, oil, coal and other mineral
resources; and
o CILCO Energy Corporation, which was formed to research and develop new
sources of energy, including the conversion of coal and other minerals
into gas.
For purposes of this Application/Declaration, AmerenUE, AmerenCIPS,
AmerenCILCO, and AERG are referred to collectively as the "Utility
Subsidiaries." The non-utility subsidiaries (other than CILCORP) identified
above are herein referred to collectively as the "Non-Utility Subsidiaries." The
Utility Subsidiaries and Non-Utility Subsidiaries are referred to herein
collectively as the "Subsidiaries." The term Subsidiaries is also intended to
include any other subsidiaries hereafter acquired, directly or indirectly, by
Ameren in a transaction that is exempt under the Act or rules thereunder or that
has been approved by the Commission in a separate proceeding. Ameren, AmerenUE
and AmerenCIPS are sometimes referred to as the "Applicants."
An organizational chart showing the relationship of Ameren and its
Subsidiaries is filed herewith as Exhibit E.
For the twelve months ended December 31, 2003, Ameren reported total
operating revenues of $4,593,000,000, operating income of $1,090,000,000, and
net income of $524,000,000, and for the three months ended March 31, 2004,
Ameren reported total operating revenues of $1,216,000,000, operating income of
$216,000,000, and net income of $97,000,000. On a consolidated basis,
approximately 85.7% of Ameren's 2003 operating revenues were derived from sales
of electricity (inclusive of sales by Ameren GenCo), 14.1% from sales of gas and
gas transportation service, and 0.2% from other sources. At March 31, 2004,
Ameren had $14,639,000,000 in total assets, including net property and plant of
$10,963,000,000.
1.2 Capitalization of Ameren. Under its Restated Articles of Incorporation,
as amended (Exhibits A-1 and A-2 hereto), Ameren is authorized to issue
500,000,000 shares of capital stock consisting of 400,000,000 shares of common
stock, $.01 par value ("Common Stock"), and 100,000,000 shares of preferred
stock $.01 par value ("Preferred Stock"), which may be issued in one or more
3
series with such designations as are approved by Ameren's board of directors. At
March 31, 2004, Ameren had issued and outstanding 182,527,535 shares of Common
Stock. Ameren does not have any outstanding Preferred Stock, but has reserved
4,000,000 shares for issuance upon exercise of rights issued under its
shareholder rights plan. In addition, at March 31, 2004, Ameren had issued and
outstanding $445 million principal amount of senior unsecured debt securities
having maturities through 2007. At March 31, 2004, Ameren did not have any
outstanding short-term debt. Ameren's Common Stock is listed and traded on the
New York Stock Exchange.
As of March 31, 2004, Ameren's capitalization on a consolidated basis was
as follows:
-------------------------- ----------------------- -----------------------
Common equity $5,203,000,000 53.0%
-------------------------- ----------------------- -----------------------
Preferred equity $ 182,000,000 1.9%
-------------------------- ----------------------- -----------------------
Long-term debt* $4,089,000,000 41.7%
-------------------------- ----------------------- -----------------------
Short-term debt** $ 333,000,000 3.4%
-------------------------- ----------------------- -----------------------
Total $9,807,000,000 100.00%
-------------------------- ----------------------- -----------------------
* Includes mandatorily redeemable preferred stock
** Includes current portion of long-term debt
Ameren's senior unsecured debt securities are currently rated BBB+ by
Standard & Poor's Inc. ("S&P") and A3 by Moody's Investors Service ("Moody's").
Ameren's commercial paper is rated A-2 by S&P and P-2 by Moody's.
1.3 Ameren's Current Financing Authorization. By order dated October 5,
2001 in File No. 70-9877,/1/ (the "Current Financing Order"), Ameren is
authorized to issue and sell from time to time through September 30, 2004 (i) in
public or private offerings, up to $2.5 billion at any time outstanding of
Common Stock or options, warrants or other stock purchase rights exercisable for
Common Stock, Preferred Stock and other forms of preferred securities
(including, without limitation, trust preferred securities) ("Preferred
Securities"), equity-linked securities ("Equity-linked Securities"), and
unsecured long-term debt securities ("Long-term Debt"),/2/ (ii) in addition to
the foregoing, up to 25 million shares of Common Stock through stock-based plans
maintained for shareholders (including new investors), officers, employees, and
non-employee directors, and (iii) up to $1.5 billion principal amount at any
time outstanding of commercial paper and/or other forms of unsecured short-term
indebtedness ("Short-term Debt"). In addition, Ameren is authorized to provide
guarantees and other forms of credit support ("Guarantees") on behalf of its
Non-utility Subsidiaries in an aggregate amount at any one time outstanding not
to exceed $1.5 billion, and to enter into interest rate hedging transactions
with respect to outstanding indebtedness and anticipated debt offerings.
1.4 Summary of Requested Approvals. Ameren is requesting authorization
herein to engage in financing and other related transactions, as described
below, during the period commencing with the effective date of the Commission's
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1 See Ameren Corporation, Holding Co. Act Release No. 27449 (Oct. 5, 2001).
2 Ameren is authorized to issue and sell Common Stock and Preferred Stock
directly and Equity-linked Securities, Preferred Securities and Long-term Debt
directly or indirectly through one or more financing subsidiaries.
4
order in this proceeding and ending June 30, 2007 (the "Authorization Period").
Upon the effective date of the Commission's order in this proceeding, Ameren
will relinquish its authority to issue securities and engage in the other
transactions authorized under the Current Financing Order.
Specifically, Ameren requests authorization for the following transactions
during the Authorization Period:
(i) Ameren requests authority to issue and sell from time
to time, directly, Common Stock, Equity-linked
Securities and Preferred Stock,/3/ and directly or
indirectly through one or more of its financing
subsidiaries ("Financing Subsidiaries"), Preferred
Securities (including without limitation trust
preferred securities) and Long-term Debt in an
aggregate amount at any time outstanding not to exceed
$2.5 billion.
(ii) Ameren requests authority to issue up to 25 million
shares of Common Stock pursuant to its dividend
reinvestment and stock purchase plan and employee
savings and incentive compensation plans maintained for
its officers and employees, or other similar
stock-based plans adopted in the future, such shares to
be in addition to any shares of Common Stock issued
under the authority requested in (i) above.
(iii) Ameren requests authority to issue and sell from time
to time Short-term Debt in an aggregate principal
amount at any time outstanding not to exceed $1.5
billion.
(iv) Ameren requests authority to provide Guarantees on
behalf or for the benefit of its Subsidiaries in an
aggregate principal or nominal amount not to exceed
$1.5 billion at any one time outstanding, provided that
the amount of any securities issued by a Financing
Subsidiary of Ameren that are guaranteed or supported
by other forms of credit enhancement provided by Ameren
will not count against this limitation but will instead
be counted against the limitation on long-term
securities proposed in (i) above.
(v) Ameren, directly or indirectly through any Financing
Subsidiary, requests authority to enter into hedging
----------
3 Any shares of Preferred Stock issued under the authorization requested in
this proceeding would be in addition to any Preferred Stock that may be issued
under Ameren's shareholder rights plan, as authorized by the Commission in File
No. 70-9383. See --- Ameren Corporation, Holding Co. Act Release No. 26961 (Dec.
29, 1998).
5
transactions ("Interest Rate Hedges") with respect to
existing indebtedness in order to manage and minimize
interest rate costs, and to enter into hedging
transactions ("Anticipatory Hedges") with respect to
anticipatory debt issuances in order to lock-in current
interest rates and/or manage interest rate risk
exposure.
In addition to the foregoing authorizations requested by Ameren, AmerenUE
and AmerenCIPS are requesting in this Application/Declaration authorization to
acquire the equity securities of one or more Financing Subsidiaries to
facilitate the issuance of long-term debt and/or preferred securities
(including, without limitation, trust preferred securities).
1.5 Parameters Applicable to Authorized External Financing Transactions.
The following general terms will be applicable where appropriate to the proposed
external financing activities requested to be authorized hereby (including,
without limitation, securities issued for the purpose of refinancing or
refunding outstanding securities of the issuer):/4/
Effective Cost of Money. The effective cost of capital on Long-term Debt,
Preferred Stock, Preferred Securities, Equity-linked Securities, and Short-term
Debt will not exceed competitive market rates available at the time of issuance
for securities having the same or reasonably similar terms and conditions issued
by similar companies of reasonably comparable credit quality; provided that in
no event will the effective cost of capital (i) on any series of Long-term Debt,
Preferred Stock or Preferred Securities exceed 500 basis points over a U.S.
Treasury security having a remaining term equal to the term of such series, (ii)
on any series of Equity-linked Securities exceed 700 basis points over a U.S.
Treasury security having a remaining term equal to the term of such series, and
(iii) on Short-term Debt exceed 300 basis points over the London Interbank
Offered Rate ("LIBOR") for maturities of less than one year.
Maturity. The maturity of Long-term Debt will be between one and 50 years
after the issuance thereof. Preferred Securities and Equity-linked Securities
will be redeemed no later than 50 years after the issuance thereof, unless
converted into Common Stock. Preferred Stock issued directly by Ameren may be
perpetual in duration.
Issuance Expenses. The underwriting fees, commissions or other similar
remuneration paid in connection with the non-competitive issue, sale or
distribution of securities pursuant to this Application/Declaration will not
exceed the greater of (i) 6% of the principal or total amount of the securities
being issued or (ii) issuance expenses that are generally paid at the time of
the pricing for sales of the particular issuance, having the same or reasonably
similar terms and conditions issued by similar companies of reasonably
comparable credit quality.
Common Equity Ratio. At all times during the Authorization Period, Ameren
and each Utility Subsidiary will maintain common equity of at least 30% of its
consolidated capitalization (common equity, preferred stock, long-term debt and
short-term debt); provided that Ameren will in any event be authorized to issue
----------
4 The Commission has previously authorized financing transactions subject
to these same general parameters. See SCANA Corporation, Holding Co. Act Release
No. 27649 (Feb. 12, 2003).
6
Common Stock (including pursuant to stock-based plans maintained for
shareholders, including new investors, officers, employees and non-employee
directors) to the extent authorized herein.
Investment Grade Ratings. The Applicants further represent that, except for
securities issued to fund intrasystem financings, no guarantees or other
securities, other than Common Stock, may be issued in reliance upon the
authorization granted by the Commission pursuant to this
Application/Declaration, unless (i) the security to be issued, if rated, is
rated investment grade; (ii) all outstanding securities of the issuer that are
rated are rated investment grade; and (iii) all outstanding securities of the
registered holding companies that are rated are rated investment grade. For
purposes of this provision, a security will be deemed to be rated "investment
grade" if it is rated investment grade by at least one nationally recognized
statistical rating organization, as that term is used in paragraphs
(c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Securities Exchange Act of
1934, as amended ("1934 Act"). The ratings test will not apply to any issuance
of Common Stock. The Applicants further request that the Commission reserve
jurisdiction over the issuance of any guarantee or other securities in reliance
upon the authorization granted by the Commission pursuant to this
Application/Declaration at any time that the conditions set forth in clauses (i)
through (iii) above are not satisfied.
Authorization Period. No security will be issued pursuant to the
authorization sought herein after the last day of the Authorization Period (June
30, 2007).
1.6 Use of Proceeds. Ameren will utilize the proceeds of financing
authorized hereunder for general and corporate purposes including: (a)
financing, in part, of the capital expenditures of Ameren and its Subsidiaries;
(b) financing working capital requirements and capital spending of the
Subsidiaries, including by making contributions to the Ameren System Utility
Money Pool and Ameren System Non-State Regulated Subsidiary Money Pool;/5/ (c)
financing exempt acquisitions of interests in EWGs and "foreign utility
companies" ("FUCOs"), subject to the limitations of Rule 53; (d) financing
exempt acquisitions of interests in "energy-related companies," as defined in
Rule 58, subject to the limitations of that rule; (e) the acquisition,
retirement, refinancing or redemption of securities of which Ameren is the
issuer pursuant to Rule 42; and/or (f) the acquisition of the securities or
assets of other companies, as may be authorized by the Commission in a separate
proceeding.
1.7 Description of Specific Financing Proposals. Ameren contemplates that
Common Stock (including options, warrants and/or forward equity purchase
contracts), Preferred Stock, Preferred Securities, Equity-linked Securities and
Long-term Debt would be issued directly to one or more purchasers in
privately-negotiated transactions or to one or more investment banking or
underwriting firms or other entities who would resell such securities without
registration under the Securities Act of 1933 ("1933 Act") in reliance upon one
or more applicable exemptions from registration thereunder, or to the public
either (i) through underwriters selected by negotiation or competitive bidding
or (ii) through selling agents acting either as agent or as principal for resale
----------
5 The Commission has previously authorized Ameren to maintain and make
advances to the Utility Subsidiaries and certain of the Non-Utility Subsidiaries
through separate system money pool arrangements. See Ameren Corporation, et al.,
Holding Co. Act Release Nos. 27655 (Feb. 27, 2003), 27721 (Sept. 15, 2003), and
27738 (Oct. 20, 2003) in File No. 70-10106.
7
to the public either directly or through dealers. All such securities sales will
be at rates or prices and under conditions negotiated or based upon, or
otherwise determined by, competitive capital markets.
Ameren has filed a Registration Statement on Form S-3 (Exhibit C-1
hereto) under the 1933 Act utilizing the "shelf" registration process, under
which Ameren may offer for sale, in one or more transactions, (i) directly, any
combination of Common Stock, stock purchase contracts, stock purchase units, and
senior long-term debt securities and subordinated long-term debt securities,
each of which may be converted into Common Stock, and (ii) indirectly through
one or more Financing Subsidiaries,/6/ trust preferred securities, and
guarantees thereof by Ameren, in an aggregate amount up to $2 billion./7/ The
prospectus contained in the Registration Statement provides a general
description of the securities Ameren may offer. Information about the terms of
any specific securities to be offered under this "shelf" registration process
will be as set forth in one or more prospectus supplements to be filed at the
time of any specific offering.
1.7.1 Common Stock. Ameren may issue and sell Common Stock through
underwriters or dealers, through agents, or directly to a limited number of
purchasers or a single purchaser. If underwriters are used in the sale of Common
Stock, such securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Common Stock may be offered to
the public either through underwriting syndicates (which may be represented by a
managing underwriter or underwriters designated by Ameren) or directly by one or
more underwriters acting alone. Common Stock may be sold directly by Ameren or
through agents designated by Ameren from time to time. If dealers are utilized
in the sale of Common Stock, Ameren will sell such securities to the dealers, as
principals. Any dealer may then resell such Common Stock to the public at
varying prices to be determined by such dealer at the time of resale. If Common
Stock is being sold in an underwritten offering, Ameren may grant the
underwriters thereof a "green shoe" option permitting the purchase from Ameren
at the same price of additional shares.
Ameren may also issue Common Stock or options, warrants or other stock
purchase rights exercisable for Common Stock in public or privately-negotiated
transactions as consideration for the equity securities or assets of other
companies, provided that the acquisition of any such equity securities or assets
has been authorized in a separate proceeding or is exempt under the Act or the
rules thereunder (specifically Rule 58).
1.7.2 Preferred Stock, Preferred Securities, Equity-linked Securities
and Long-term Debt. Ameren also proposes to issue, directly, Preferred Stock and
Equity-linked
----------
6 Ameren has formed, but has not yet utilized, two Financing Subsidiaries,
Ameren Capital Trust I and Ameren Capital Trust II, to facilitate the issuance
of trust preferred securities.
7 This Registration Statement was declared effective on June 4, 2004.
8
Securities/8/ or, directly or indirectly through one or more Financing
Subsidiaries,/9/ Long-Term Debt and Preferred Securities (including,
specifically, trust preferred securities).
Preferred Stock, Preferred Securities and Equity-linked Securities may
be issued in one or more series with such rights, preferences, and priorities as
may be designated in the instrument creating each such series. All such
securities will be redeemed no later than 50 years after the issuance thereof,
unless converted into Common Stock, except that Preferred Stock may be perpetual
in duration. Dividends or distributions on Preferred Stock, Preferred Securities
or Equity-linked Securities will be made periodically and to the extent funds
are legally available for such purpose, but may be made subject to terms that
allow the issuer to defer dividend payments or distributions for specified
periods. Preferred Securities and Equity-linked Securities may be convertible or
exchangeable into shares of Common Stock or other securities that Ameren is
authorized to issue and may be issued in the form of shares or units.
Long-term Debt of a particular series (a) will be unsecured, (b) will have
a maturity ranging from one to 50 years, (c) may be subject to optional and/or
mandatory redemption, in whole or in part, at par or at various premiums above
the principal amount thereof, (d) may be entitled to mandatory or optional
sinking fund provisions, (e) may provide for reset of the coupon pursuant to a
remarketing or auction arrangement, (f) may be called from existing investors by
a third party, and (g) may be convertible into or exchangeable for Common Stock
or other securities that Ameren is authorized to issue. The maturity dates,
interest rates, and redemption and sinking fund provisions, if any, with respect
to the Long-term Debt of a particular series, as well as any associated
placement, underwriting or selling agent fees, commissions and discounts, if
any, will be established by negotiation or competitive bidding.
1.7.3 Short-term Debt. Ameren proposes to issue and sell from time to
time Short-term Debt in an aggregate principal amount at any time outstanding
not to exceed $1.5 billion. Short-term Debt may include commercial paper notes,
bank notes, and other forms of short-term indebtedness. All Short-term Debt will
----------
8 Equity-linked Securities (sometimes called "stock purchase units")
typically consist of a forward stock purchase contract, which would obligate
holders to purchase from Ameren, and Ameren to sell to the holders, a specified
number of shares of Common Stock at a future date, coupled with a debt or
preferred security. In accordance with the Current Financing Order, Ameren in
March 2002 issued $345 million of Equity-linked Securities in units consisting
of a senior unsecured note with a principal amount of $25 and a contract to
purchase, for $25, a fraction of a share of Common Stock on May 15, 2005. The
senior unsecured notes will mature on May 15, 2007. The stock purchase contract
component of the units requires holders to purchase between 8.7 million and 7.4
million shares of Common Stock on May 15, 2005 at the market price at that time,
subject to a minimum share purchase price of $39.50 and a maximum of $46.61.
9 Ameren has previously been authorized to acquire the securities of one or
more Financing Subsidiaries and to engage in related transactions involving
Financing Subsidiaries. See Ameren Corporation, et al., Holding Co. Act Release
No. 27777 (Dec. 18, 2003). All transactions involving the issuance of securities
by a Financing Subsidiary of Ameren will comply with the terms and conditions of
the December 18, 2003 order as well as the order issued in this proceeding.
9
be unsecured and will have maturities of less than one year from the date of
issuance.
Commercial paper will be sold in established domestic or European
commercial paper markets. Such commercial paper would typically be sold to
dealers at the discount rate per annum prevailing at the date of issuance for
commercial paper of comparable quality and maturities sold to commercial paper
dealers generally. It is expected that the dealers acquiring such commercial
paper will reoffer it at a discount to corporate, institutional and, with
respect to European commercial paper, individual investors. It is anticipated
that such commercial paper will be reoffered to investors such as commercial
banks, insurance companies, pension funds, investment trusts, foundations,
colleges and universities, finance companies and nonfinancial corporations.
Ameren also proposes to establish and maintain back-up credit lines with
banks or other institutional lenders to support its commercial paper program(s),
as well as other credit arrangements and/or borrowing facilities generally
available to borrowers with comparable credit ratings as it may deem appropriate
in light of its needs and existing market conditions. Only the amounts drawn and
outstanding under these agreements and facilities will be counted against the
proposed limit on Short-term Debt./10/
1.8 Common Stock Issued Under Stock-based Plans. In addition to the
foregoing, Ameren also proposes to issue up to 25 million shares of Common Stock
under stock-based plans that it or any of its subsidiaries maintain for
shareholders, investors, employees and nonemployee directors (collectively,
"Plans"). Currently, Ameren maintains the following Plans:
o Dividend Reinvestment Plan. Ameren's dividend reinvestment and stock
purchase plan ("DRPlus") is intended to provide participants with a
convenient way to purchase Common Stock and to reinvest all or a portion of
the dividends received on Common Stock or on preferred stock of AmerenUE,
AmerenCIPS, AmerenCILCO or any other Ameren subsidiary in additional shares
of Common Stock. In addition, participants in the DRPlus may make optional
cash purchases of Common Stock in a minimum amount of $25 per transaction
after the initial investment and up to a maximum of $120,000 per year.
Eligible non-shareholders may enroll in the DRPlus by making an initial
minimum cash investment of $250. Eligible non-shareholders who are
employees of Ameren or its subsidiaries may authorize a minimum payroll
deduction investment of $25 per pay period to purchase Common Stock. If
shares of Common Stock for issuance under the DRPlus are purchased on the
open market or in privately negotiated transactions, the price of such
shares shall be the weighted average price at which an independent agent
acquired such shares on the applicable investment date plus applicable
brokerage commissions and other fees. If Ameren chooses to issue new shares
of Common Stock, the price on the applicable investment date will be the
average of the high and low sales prices for Ameren's Common Stock reported
on the consolidated tape for NYSE-listed companies administered by the
Consolidated Tape Association. Ameren has registered a total of 12 million
shares of Common Stock for issuance under the DRPlus. See Registration
----------
10 Ameren currently has in place committed revolving credit facilities
totaling $600 million which are used, in part, to support its commercial paper
program.
10
Statements on Form S-3, which are incorporated by reference as Exhibits C-2
and C-3 hereto. A full description of the DRPlus is included in each of the
two Registration Statements.
o Ameren Long-term Incentive Plan. In 1998, Ameren adopted a long-term
incentive plan ("1998 Incentive Plan") for eligible employees, replacing
the plan previously in place at AmerenUE. The 1998 Incentive Plan provides
for the grant of options, performance awards, restricted stock, dividend
equivalents and stock appreciation rights. Under the terms of the plan,
options may be granted at a price not less than the fair market value of
Ameren's Common Stock at the date of the grant. Granted options vest over a
period of five years, beginning at the date of the grant, and provide for
acceleration of exercisability of the options upon the occurrence of
certain events, including retirement. Outstanding options expire on various
dates through 2010. Since 2001, awards under the 1998 Incentive Plan have
been exclusively in the form of restricted Common Stock. Restricted shares
have the potential to vest equally over a seven-year period from the date
of grant (one seventh on each anniversary date) based upon achievement of
certain Ameren performance levels and upon the achievement of required
stock ownership levels based on position and salary. The vesting period is
reduced from seven years to three years if Ameren's ongoing earnings per
share achieve a prescribed growth rate over the three-year period. Ameren
has registered 4,000,000 shares of Common Stock for issuance or delivery
under the 1998 Incentive Plan. See Registration Statement on Form S-8,
which is incorporated by reference as Exhibit C-4 hereto. The 1998
Incentive Plan is incorporated by reference as Exhibit H hereto.
o Ameren Corporation Savings Investment Plan (formerly the Union Electric
Savings Investment Plan). Ameren maintains an employee savings investment
plan ("SIP") which permits eligible participants under Section 401(k) of
the Internal Revenue Code to defer current federal income taxes on
contributions to the SIP and earnings thereon. The plan is open to both
management and union (contract) employees. Participants may contribute via
payroll deductions and can invest in one or more investment funds,
including the Ameren Common Stock Fund. Ameren, to the extent sufficient
earnings are available, may partially match contributions made to the SIP
by participants. The match, if any, and the allocation of matching
contributions for contract employees are established by the collective
bargaining agreement of the participant's bargaining unit. Ameren has
registered 3,000,000 shares of Common Stock for issuance or delivery under
the SIP. See Registration Statement on Form S-8, which is incorporated by
reference as Exhibit C-5 hereto.
o Ameren Corporation Employee Long-term Savings Plan. Ameren sponsors two
investment savings plans that permit employees of AmerenCIPS and Ameren
GenCo who are members of certain collective bargaining units to defer
federal income taxes on contributions to the plans and earnings thereon.
The plans are qualified plans under Section 401(k) of the Internal Revenue
Code. Participants can participate in only one plan. Employees who have one
year of service and have attained the age of 21 can participate in one of
the available plans. A participant may contribute via payroll deductions
into a plan and invest in one or more investment funds, including the
Ameren Common Stock Fund. Ameren, to the extent sufficient earnings are
available, may partially match contributions made to these plans by
participants. The match, if any, and the allocation of matching
contributions are established by the collective bargaining agreement of the
participant's bargaining unit. Ameren has registered 400,000 shares of
11
Common Stock for issuance or delivery under each of these plans. See
Registration Statement on Form S-8, which is incorporated by reference as
Exhibit C-6 hereto.
Ameren proposes to issue shares of its Common Stock under the authorization
and within the limitations set forth herein in order to satisfy its obligations
under each of these existing Plans. Shares of Common Stock issued under these
Plans may either be newly issued shares, treasury shares or shares purchased on
the open market pursuant to Rule 42. Ameren also proposes, within the
limitations set forth herein, to issue and/or purchase shares of Common Stock
pursuant to these existing Plans, as they may be amended or extended, and
pursuant to any similar plans or plan funding arrangements hereafter adopted
without any additional Commission order.
1.9 Guarantees. Ameren requests authorization to provide Guarantees with
respect to financial or contractual obligations of any Subsidiary as may be
appropriate in the ordinary course of such subsidiary's business, in an
aggregate principal or nominal amount not to exceed $1.5 billion outstanding at
any one time, provided however, that the amount of any Guarantees in respect of
obligations of any Non-Utility Subsidiaries shall also be subject to the
limitations of Rule 53(a)(1) or Rule 58(a)(1), as applicable; and provided
further, that any Guarantee that is outstanding on the last day of the
Authorization Period will expire or terminate in accordance with its stated
terms. In addition to providing direct parent guarantees, Ameren may also
provide Guarantees in the form of formal credit enhancement agreements,
including but not limited to "keep well" agreements and reimbursement
undertakings under letters of credit. The proposed limitation on Guarantees
shall not include the amount of any guarantees or other forms of credit support
provided with respect to securities issued by any Financing Subsidiary of Ameren
(the amounts of which would count only against the proposed limitations on the
amounts of debt and equity securities that Ameren may issue). Guarantees may, in
some cases, be provided to support obligations of Subsidiaries that are not
readily susceptible of exact quantification or that may be subject to varying
quantification. In such cases, Ameren will determine the exposure under such
guarantee for purposes of measuring compliance with the proposed limitation on
Guarantees by appropriate means, including estimation of exposure based on loss
experience or projected potential payment amounts. If appropriate, such
estimates will be made in accordance with U. S. Generally Accepted Accounting
Principles ("U. S. GAAP"). Such estimation will be reevaluated periodically.
Ameren may charge any Subsidiary a fee for each Guarantee provided on its
behalf that is not greater than the cost, if any, of obtaining the liquidity
necessary to perform the guarantee (for example, bank line commitment fees or
letter of credit fees, plus other transactional expenses) for the period of time
the Guarantee remains outstanding.
1.10 Hedging Transactions.
1.10.1 Interest Rate Hedges. Ameren, directly or indirectly through
any Financing Subsidiary, requests authorization to enter into interest rate
hedging transactions with respect to outstanding indebtedness ("Interest Rate
Hedges"), subject to certain limitations and restrictions, in order to reduce or
manage the effective interest rate cost. In no case will the notional amount of
any Interest Rate Hedge exceed the principal amount of the underlying debt
12
instrument. Transactions will be entered into for a fixed or determinable
period. Thus, Ameren will not engage in speculative transactions. Interest Rate
Hedges (other than exchange-traded interest rate futures contracts) would only
be entered into with counterparties ("Approved Counterparties") whose senior
debt ratings, or the senior debt ratings of any credit support providers who
have guaranteed the obligations of such counterparties, as published by S&P, are
equal to or greater than BBB, or an equivalent rating from Moody's or Fitch,
Inc.
Interest Rate Hedges will involve the use of financial instruments commonly
used in today's capital markets, such as exchange traded interest rate futures
contracts and over the counter interest rate swaps, options, caps, collars,
floors, and structured notes (i.e., a debt instrument in which the principal
and/or interest payments are indirectly linked to the value of an underlying
asset or index), or transactions involving the purchase or sale, including short
sales, of U.S. Treasury Securities. The transactions would be for fixed periods
and stated notional amounts. Fees, commissions and other amounts payable to the
counterparty or exchange (excluding, however, the swap or option payments) in
connection with an Interest Rate Hedge will not exceed those generally
obtainable in competitive markets for parties of comparable credit quality.
1.10.2 Anticipatory Hedges. In addition, Ameren, directly or
indirectly through any Financing Subsidiary, requests authorization to enter
into interest rate hedging transactions with respect to anticipated debt
offerings (the "Anticipatory Hedges"), subject to certain limitations and
restrictions. Such Anticipatory Hedges (other than exchange-traded interest rate
futures contracts) would only be entered into with Approved Counterparties, and
would be utilized to fix the interest rate and/or limit the interest rate risk
associated with any new issuance through (i) a forward sale of exchange-traded
U.S. Treasury futures contracts, U.S. Treasury Securities and/or a forward swap
(each a "Forward Sale"), (ii) the purchase of put options on U.S. Treasury
Securities (a "Put Options Purchase"), (iii) a Put Options Purchase in
combination with the sale of call options on U.S. Treasury Securities (a "Zero
Cost Collar"), (iv) transactions involving the purchase or sale, including short
sales, of U.S. Treasury Securities, or (v) some combination of a Forward Sale,
Put Options Purchase, Zero Cost Collar and/or other derivative or cash
transactions, including, but not limited to structured notes, caps and collars,
appropriate for the Anticipatory Hedges.
Anticipatory Hedges may be executed on-exchange ("On-Exchange Trades") with
brokers through the opening of futures and/or options positions traded on the
Chicago Board of Trade, Chicago Mercantile Exchange or other financial exchange,
the opening of over-the-counter positions with one or more counterparties
("Off-Exchange Trades"), or a combination of On-Exchange Trades and Off-Exchange
Trades. Ameren will determine the optimal structure of each Anticipatory Hedge
transaction at the time of execution.
Ameren will comply with Statement of Financial Accounting Standard ("SFAS")
133 (Accounting for Derivative Instruments and Hedging Activities) and SFAS 138
(Accounting for Certain Derivative Instruments and Certain Hedging Activities)
or other standards relating to accounting for derivative transactions as are
adopted and implemented by the Financial Accounting Standards Board ("FASB").
Ameren represents that each Interest Rate Hedge and each Anticipatory Hedge will
qualify for hedge accounting treatment under the current FASB standards in
effect and as determined as of the date such Interest Rate Hedge or Anticipatory
13
Hedge is entered into. Ameren will also comply with any future FASB financial
disclosure requirements associated with hedging transactions./11/
1.11 Financing Subsidiaries. In connection with the issuance of long-term
debt and preferred securities, AmerenUE and AmerenCIPS request authorization to
acquire, directly or indirectly, the common stock or other equity securities of
one or more Financing Subsidiaries formed exclusively for the purpose of
facilitating the issuance of such long-term debt securities and/or preferred
securities (including, without limitation, trust preferred securities) and for
the loan or other transfer of the proceeds thereof to AmerenUE or AmerenCIPS, as
applicable. In connection with any such financing transactions, AmerenUE and
AmerenCIPS may enter into one or more guarantees or other credit support
agreements in favor of its Financing Subsidiary./12/ AmerenUE and AmerenCIPS
also request authorization to enter into expense agreements with its respective
Financing Subsidiary, pursuant to which each such company would agree to pay all
expenses of such Financing Subsidiary./13/
Any Financing Subsidiary organized pursuant to the authority granted by the
Commission in this proceeding shall be organized only if, in management's
opinion, the creation and utilization of such Financing Subsidiary will likely
result in tax savings, increased access to capital markets and/or lower cost of
capital for AmerenUE or AmerenCIPS, as the case may be. No Financing Subsidiary
shall acquire or dispose of, directly or indirectly, any interest in any
"utility asset," as that term is defined under the Act.
AmerenUE and AmerenCIPS also request authorization to issue to its
Financing Subsidiary, at any time or from time to time in one or more series,
unsecured debentures, unsecured promissory notes or other unsecured debt
instruments or preferred securities (individually, a "Note" and, collectively,
the "Notes") governed by an indenture or indentures or other documents, and the
Financing Subsidiary will apply the proceeds of any external financing by such
Financing Subsidiary plus the amount of any equity contribution made to it from
time to time to purchase the Notes. The terms (e.g., interest rate, maturity,
amortization, prepayment terms, default provisions, etc.) of any such Notes
would generally be designed to parallel the terms of the securities issued by
the Financing Subsidiary to which the Notes relate./14/
----------
11 The proposed terms and conditions of the Interest Rate Hedges and
Anticipatory Hedges are substantially the same as the Commission has approved in
other cases. In addition to the Current Financing Order, see NiSource Inc.,
Holding Co. Act Release No. 27789 (Dec. 30, 2003) and FirstEnergy Corp., Holding
Co. Act Release No. 27694 (June 30, 2003).
12 Guarantees or other credit support provided by AmerenUE and AmerenCIPS
with respect to securities issued by any Financing Subsidiary will be exempt
under Rules 52(a) and 45(b)(7) if the conditions of such rules are satisfied.
13 The authorization requested herein is substantially identical to the
authorization to organize and acquire the securities of Financing Subsidiaries
previously granted to Ameren under the December 18, 2003 order, supra n. 9.
14 "Mirror image" Notes issued by AmerenUE or AmerenCIPS to its Financing
Subsidiary will be exempt under Rule 52(a) if the conditions of Rule 52(a) are
satisfied.
14
Lastly, AmerenUE and AmerenCIPS request authorization for any Financing
Subsidiary of either company to enter into Interest Rate Hedges and Anticipatory
Hedges subject to the same terms, conditions and limitations described in Item
1.11 above.15
1.12 Certificates of Notification. Ameren proposes to file certificates of
notification pursuant to Rule 24 that report each of the transactions carried
out in accordance with the terms and conditions of and for the purposes
represented in this Application/Declaration. Such certificates of notification
would be filed within 60 days after the end of each of the first three calendar
quarters, and 90 days after the end of the last calendar quarter, in which
transactions occur. The Rule 24 certificates will contain the following
information for the reporting period:
a. The sales of any Common Stock and the purchase price per share
and the market price per share at the date of the agreement of
sale;
b. The total number of shares of Common Stock issued or issuable
under options, warrants or other stock-purchase rights granted
during the quarter under the Plans;
c. If Common Stock has been transferred to a seller of securities of
a company being acquired, the number of shares so issued, the
value per share and whether the shares are restricted to the
acquiror;
d. The amount and terms of any Long-term Debt, Preferred Stock,
Preferred Securities or Equity-linked Securities issued directly
or indirectly by Ameren during the calendar quarter;
e. The amount and terms of any Short-term Debt issued directly or
indirectly by Ameren during the calendar quarter;
f. A description of the amount, terms and purpose of any Guarantee
issued during the calendar quarter by Ameren and the name of the
Subsidiary benefiting from such Guarantee;
g. The name and amount invested by Ameren, AmerenUE and AmerenCIPS
in any Financing Subsidiary during the calendar quarter;
h. The notional amount and principal terms of any Interest Rate
Hedge or Anticipatory Hedge entered into during the quarter and
the identity of the parties to such instruments; and
----------
15 AmerenUE and AmerenCIPS are both authorized to enter into Interest Rate
Hedges and Anticipatory Hedges directly pursuant to the Commission's order dated
February 27, 2003 (supra n. 5), but such order does not authorize interest rate
hedging transactions by Financing Subsidiaries of AmerenUE and AmerenCIPS.
15
i. Consolidated balance sheet of Ameren, AmerenUE and AmerenCIPS as
of the end of the calendar quarter./16/
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
-------------------------------
The fees, commissions and expenses incurred or to be incurred in connection
with the preparation and filing of this Application/Declaration are estimated
not to exceed $25,000. Fees, commissions and expenses incurred in connection
with any financing transaction approved in this proceeding will be within the
limits set forth in Item 1.5 above.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
------- --------------------------------
3.1 General. Sections 6(a) and 7 of the Act are applicable to the issuance
and sale of Common Stock, Preferred Stock, Preferred Securities, Equity-linked
Securities, Long-term Debt and Short-term Debt by Ameren. Sections 6(a) and 7 of
the Act are also applicable to the execution of Interest Rate Hedges and
Anticipatory Hedges by Ameren. Sections 6(a), 7 and 12(b) of the Act and Rule
45(a) are applicable to the issuance of Guarantees by Ameren. Sections 6(a), 7,
9(a)(1), 10 and 12(b) are applicable to the organization and acquisition of
securities of Financing Subsidiaries by AmerenUE and AmerenCIPS.
3.2 Compliance with Rules 53 and 54. The transactions proposed herein are
also subject to Rules 53 and 54. Under Rule 53(a), the Commission shall not make
certain specified findings under Sections 7 and 12 in connection with a proposal
by a holding company to issue securities for the purpose of acquiring the
securities of or other interest in an EWG, or to guarantee the securities of an
EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are
met, provided that none of the conditions specified in paragraphs (b)(1) through
(b)(3) of Rule 53 exists. Rule 54 provides that the Commission shall not
consider the effect of the capitalization or earnings of subsidiaries of a
registered holding company that are EWGs or FUCOs in determining whether to
approve other transactions if Rule 53(a), (b) and (c) are satisfied. These
standards are met.
Rule 53(a)(1): Ameren's "aggregate investment" (as defined in Rule
53(a)(1)) in EWGs as of March 31, 2004 was $401,473,804, or approximately 21.8%
of Ameren's "consolidated retained earnings" (also as defined in Rule 53(a)(1))
for the four quarters ended March 31, 2004 ($1,838,051,508). Ameren does not
currently hold an interest in any FUCO.
Rule 53(a)(2): Ameren will maintain books and records enabling it to
identify investments in and earnings from each such EWG and FUCO in which it
directly or indirectly acquires and holds an interest. Ameren will cause each
domestic EWG in which it acquires and holds an interest, and each foreign EWG
and FUCO that is a majority-owned subsidiary, to maintain its books and records
and prepare its financial statements in conformity with U.S. GAAP. All of such
books and records and financial statements will be made available to the
Commission, in English, upon request.
----------
16 Any of the information described in items (a) through (i) that is
provided in filings under the 1933 Act or the 1934 Act may be incorporated into
the Rule 24 certificate by reference.
16
Rule 53(a)(3): No more than 2% of the employees of Ameren's domestic public
utility subsidiaries will, at any one time, directly or indirectly, render
services to EWGs and FUCOs.
Rule 53(a) (4): Ameren will submit a copy of each Application/Declaration,
and each amendment thereto, relating to any EWG or FUCO, and will submit copies
of any Rule 24 certificates required thereunder, as well as a copy of the
relevant portions of Ameren's Form U5S, to each of the public service
commissions having jurisdiction over the retail rates of Ameren's domestic
public utility subsidiaries.
In addition, Ameren states that the provisions of Rule 53(a) are not made
inapplicable to the authorization herein requested by reason of the occurrence
or continuance of any of the circumstances specified in Rule 53(b). Rule 53(c)
is inapplicable by its terms.
ITEM 4. REGULATORY APPROVAL.
--------------------
The approval of the ICC may be required in order for AmerenUE or AmerenCIPS
to acquire the equity securities of any Financing Subsidiary. Such approval, if
required, will be obtained at the time AmerenUE or AmerenCIPS seeks ICC approval
to issue securities through any Financing Subsidiary. The Applicants request
that the Commission reserve jurisdiction over the acquisition of the securities
of any Financing Subsidiary by AmerenUE or AmerenCIPS pending the receipt of any
required ICC authorization and the filing of such authorization as a supplement
to the record in this proceeding and the issuance of a supplemental order of the
Commission approving any such state-jurisdictional acquisition. No other state
commission, and no federal commission, other than the Commission, has
jurisdiction over any of the transactions proposed in this
Application/Declaration.
ITEM 5. PROCEDURE.
----------
The Commission has issued a notice under Rule 23 with respect to the filing
of this Application/Declaration (Holding Co. Act Release No. 27841) and no
hearing has been requested. Ameren requests that the Commission's order be
issued as soon as the rules allow, and that there should not be a 30-day waiting
period between issuance of the Commission's order and the date on which the
order is to become effective. Ameren hereby waives a recommended decision by a
hearing officer or any other responsible officer of the Commission and consent
that the Division of Investment Management may assist in the preparation of the
Commission's decision and/or order, unless such Division opposes the matters
proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
----------------------------------
A. EXHIBITS.
--------
A-1 Restated Articles of Incorporation of Ameren (incorporated
by reference to Annex F to the Registration Statement on
Form S-4 of Ameren in File No. 33-64165).
A-2 Certificate of Amendment to the Restated Articles of
Incorporation of Ameren as filed with the Secretary of State
of the State of Missouri on December 14, 1998 (incorporated
by reference to Exhibit 3(i) to Ameren's Annual Report on
Form 10-K
17
for the year ended December 31, 1998 in File No. 1-14756).
A-3 By-Laws of Ameren, as amended to February 13, 2004
(incorporated by reference to Exhibit 4.3 to Registration
Statement on Form S-3, as filed February 13, 2004, in File
No. 333-112823).
B None.
C-1 Registration Statement on Form S-3 ("shelf" registration),
filed April 7, 2004 (incorporated by reference to File Nos.
333-114274, 333-114274-01, and 333-114274-02).
C-2 Registration Statement on Form S-3, including Prospectus for
Dividend Reinvestment and Stock Purchase Plan, as filed June
15, 2000 (incorporated by reference to File No. 333-39400).
C-3 Registration Statement on Form S-3, including Prospectus for
Dividend Reinvestment and Stock Purchase Plan, as filed
February 13, 2004 (incorporated by reference to File No.
333-112823).
C-4 Registration Statement on Form S-8, as filed April 23, 1998
(incorporated by reference to File No. 333-50793).
C-5 Registration Statement on Form S-8, as filed October 24,
2001 (incorporated by reference to File No. 333-72156).
C-6 Registration Statement on Form S-8, as filed November 26,
2002 (incorporated by reference File No. 333-101506).
D None at this time.
E Organizational Chart (Form SE) (previously filed).
F Opinion of Counsel (filed herewith).
G Proposed Form of Federal Register Notice (previously filed).
H Ameren Corporation Long-term Incentive Plan of 1998.
(Incorporated by reference to Exhibit 10.1 to Ameren's
Annual Report on Form 10-K for the year ended December 31,
1998, in File No. 1-14756).
I Forecast of consolidated capitalization ratios as of
December 31, 2003 through December 31, 2007 (previously
filed confidentially pursuant to Rule 104).
J Forecast assumptions (sources and uses) for each year 2004-
2007 (previously filed confidentially pursuant to Rule 104).
18
B. FINANCIAL STATEMENTS.
--------------------
FS-1 Ameren Consolidated Statement of Incorporated by reference to
Income for the year ended Annual Report of Ameren on Form
December 31, 2003 10-K for the year ended December
31, 2003 in File No. 1-14756
FS-2 Ameren Consolidated Balance Incorporated by reference to
Sheet as of December 31, 2003 to Annual Report of Ameren on Form
10-K for the year ended December
31, 2003 in File No. 1-14756
FS-3 Ameren Consolidated Statement of Incorporated by reference to
Income for the three months Quarterly Report of Ameren on Form
ended March 31, 2004 10-Q for the period ended March
31, 2004 in File No. 1-14756
FS-4 Ameren Consolidated Balance Incorporated by reference to
Sheet as of March 31, 2004 Quarterly Report of Ameren on Form
10-Q for the period ended March
31, 2004 in File No. 1-14756
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
----------------------------------------
None of the matters that are the subject of this Application/Declaration
involves a "major federal action" nor do such matters "significantly affect the
quality of the human environment" as those terms are used in section 102(2)(C)
of the National Environmental Policy Act. The transactions that are the subject
of this Application/Declaration will not result in changes in the operation of
the Applicants that will have an impact on the environment. The Applicants are
not aware of any federal agency that has prepared or is preparing an
environmental impact statement with respect to the transactions that are the
subject of this Application/Declaration.
19
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned Applicants have duly caused this amended
Application/Declaration to be signed on their behalves by the undersigned
thereunto duly authorized.
AMEREN CORPORATION
UNION ELECTRIC COMPANY
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By: /s/ Jerre E. Birdsong
-----------------
Name: Jerre E. Birdsong
Title: Vice President and Treasurer
Date: June 18, 2004
20