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As filed with the Securities and Exchange Commission on October 28, 1997.
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------------------
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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(Names of companies filing this statement
and addresses of principal executive offices)
Ameren Corporation
Union Electric Company
Ameren Services Company
Union Electric Development Corporation
1901 Chouteau Avenue
St. Louis, Mo. 63103
Central Illinois Public Service Company
CIPSCO Investment Company
607 East Adams
Springfield, Il. 62739
Electric Energy Incorporated
2100 Portland Road
Joppa, Il. 62953
(Name of top registered holding company)
Ameren Corporation
(Names and addresses of agents for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application to:
William J. Niehoff William J. Harmon
Union Electric Company Jones, Day, Reavis & Pogue
1901 Chouteau Avenue 77 West Wacker, Suite 3500
P.O. Box 66149, MC 1310 Chicago, IL 60601-1692
St. Louis, MO 63166-6149
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TABLE OF CONTENTS
Page
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Item 1. Description of Proposed Transaction............... 4
A. General....................................... 4
B. Description of Parties to the Transaction..... 4
C. Overview of Financing Request................. 5
D. Parameters for Financing Authorization........ 5
E. Description of Specific Types of Financings... 6
1. Ameren External Financings................ 6
a. Common Stock........................... 6
b. Indebtedness........................... 6
2. External Utility Subsidiary Financings.... 7
a. Commercial Paper....................... 7
b. Credit Lines........................... 7
c. Interest Rate Swaps.................... 8
3. External Non-Utility Subsidiary
Financings................................ 8
4. Intra-system Financings for Non-Utility
Subsidiaries.............................. 8
a. General................................ 8
b. Guarantees............................. 9
5. Changes in Capital Stock of Subsidiaries.. 9
6. Existing Financing Arrangements........... 9
Item 2. Fees, Commissions and Expenses.................... 10
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Item 3. Applicable Statutory Provisions................... 10
Item 4. Regulatory Approvals.............................. 10
Item 5. Procedure......................................... 10
Item 6. Exhibits and Financial Statements................. 11
A. Exhibits..................................... 11
B. Financial Statements......................... 11
Item 7. Information as to Environmental Effects........... 11
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Item 1. Description of Proposed Transaction
A. General
Under the Agreement and Plan of Merger executed by CIPSCO Incorporated
("CIPSCO") and Union Electric Company ("UE") on August 11, 1995 (the "Merger
Agreement"), CIPSCO and UE have organized a new Missouri corporation, Ameren
Corporation ("Ameren"), to serve as a result of the mergers provided for therein
(the "Transaction") as the eventual holding company for Central Illinois Public
Service Company ("CIPS") and UE, as well as for CIPSCO Investment Company
("CIC"). After the Transaction is effective, Ameren will own the common stock
of two combination public utility subsidiaries, UE and CIPS, as well as the
common stock of CIC. UE will continue to own 40% of Electric Energy
Incorporated ("EEI"), an electric public utility, and the common stock of Union
Electric Development Corporation ("UEDC"), which is primarily engaged in non-
utility businesses. CIPS will continue to own 20% of the common stock of EEI,
and CIC will continue to own the capital stock of those subsidiaries engaged in
the unregulated non-utility investment business of CIPSCO. EEI will become an
affiliate and subsidiary of Ameren. In addition, Ameren will own the stock of
Ameren Services Company.
Ameren previously filed an Application/Declaration on Form U-1 with the
Securities and Exchange Commission ("Commission") requesting authorization under
Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended,
("Act") to consummate the Transaction described above in File No. 70-8945,
("Merger U-1"). Following the consummation of the transactions described in the
Merger U-1, Ameren will register as a holding company under the Act. Each of
the entities that will be directly and indirectly owned subsidiaries (as defined
in the Act) of Ameren upon consummation of the transactions described in the
Merger U-1, is referred to herein individually as a "Subsidiary" and
collectively as "Subsidiaries". The terms "Subsidiary" and "Subsidiaries" shall
also include entities that become subsidiaries of Ameren after the consummation
of the Transaction. UE, CIPS and EEI are referred to as "Utility Subsidiaries".
Other Subsidiaries will be referred to as "Non-Utility Subsidiaries".
In order to ensure that Ameren and its Subsidiaries ("Applicants") are able
to meet their capital requirements upon registration, the Applicants are hereby
requesting authorization for financing transactions for the period beginning
with the effective date of the order approving this Application (which is
respectfully requested to be entered on or about the date of the order issued
concerning the Merger U-1) and continuing for a period of five years from the
date of the order approving this Application, ("Authorization Period").
B. Description of the Parties to the Transaction
Ameren Corporation will be a registered holding company and will own the
stock of Ameren Services Company, UE, CIPS, CIC, and UEDC. Through UE and CIPS,
Ameren will own 60% of the stock of EEI. Ameren Services Company will be a
mutual service company providing services to the holding company system. UE is
a Missouri corporation also authorized to do business in Illinois and is a
public utility company. The principal business of UE is to provide electric
energy and natural gas services to customers in a 24,500 square mile area of
Missouri and Illinois. CIPS is an Illinois corporation that supplies
electricity and natural gas
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services in a 20,000 square mile territory in Illinois. CIPS is a public
utility. CIC manages non-utility investments and has four first-tier
subsidiaries. UEDC owns energy-related and civic investments in the UE service
area. EEI was formed in the 1950's and provides electric energy to a United
States Department of Energy uranium enrichment plant near Paducah, Kentucky.
CIPSCO will not survive in the Transaction. A description of each of these
entities is set forth in the Merger U-1, which is incorporated herein by
reference.
C. Overview of Financing Request
The Applicants hereby request authorization to engage in the financing
transactions set forth herein during the Authorization Period.
The approval of this Application will permit Ameren to efficiently and
effectively carry on its business activities and will provide benefits to both
customers and shareholders. Approval is consistent with the Commission decision
in New Century Energies, Release No. 35-26750 (Aug. 1, 1997); See also, Columbia
Gas Systems, Release No. 35-26634 (Dec. 23, 1996); Gulf States Utilities Co.,
Release No. 35-26451 (Jan. 16, 1996).
The authorization requested herein relates to (i) external issues of common
stock, debt, including credit lines, and other securities by and for Ameren;
(ii) external issues of capital stock and debt securities not subject to the
Rule 52 exemption, including short term debt, interest rate swaps and credit
lines, by and for the Utility Subsidiaries; (iii) external issuances of capital
stock, debt securities and credit lines not subject to the Rule 52 exemption by
and for Non-Utility Subsidiaries; (iv) intra-system financing among Ameren and
its Non-Utility Subsidiaries not subject to the Rule 52 exemption, including the
ability to issue intra-system guarantees; (v) the ability of the Subsidiaries to
alter their capital stock in order to engage in financing with their parent
company; and (vi) the continuance and retention of existing financings.
D. Parameters for Financing Authorization
This Application requests authority to engage in certain financing
transactions during the Authorization Period for which the specific terms and
conditions may not be known at this time and which are not covered by Rule 52
without further prior approval by the Commission. The following general terms
will be applicable where appropriate to the financing transactions requested to
be authorized hereby.
1. Effective Cost of Money. The effective cost of money on short term
debt financings and credit lines, when issued, may not exceed 300 basis points
over the six month London Interbank Offered Rate (LIBOR); the effective cost of
money on preferred stock and other fixed income oriented securities, when
issued, may not exceed 500 basis points over the interest rate on 30-year U.S.
Treasury securities.
2. Issuance Expenses. Issuance expenses in connection with any non-
competitive offerings of securities, including any underwriting fees, commission
or other similar compensation, will not exceed 5% of the principal or total
amount of the securities being issued.
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The proceeds from the financings authorized by the Commission pursuant to
this Application will be used for general and corporate purposes, including (i)
financing, in part, of capital expenditures by Ameren or its Subsidiaries, (ii)
the repayment, redemption, refunding or purchase of debt and capital stock of
Ameren or its Subsidiaries without the need for prior Commission approval
pursuant Rule 42 or a successor rule, (iii) financing working capital
requirements and capital spending of the Ameren system and (iv) other lawful
general purposes.
The Applicants represent that no financing proceeds will be used to acquire
a new subsidiary unless the financing is consummated in accordance with an order
of the Commission or an available exemption under the Act.
E. Description of Specific Types of Financings
1. Ameren External Financings
Ameren may obtain funds externally through sales of common stock and/or
debt financing, including commercial paper sales and credit lines.
a. Common Stock
In the Merger U-1, Ameren requested authority to issue 137,215,462 shares
of common stock in exchange for all outstanding shares of UE and CIPSCO. (File
No. 70-8945). Further, Ameren requested authority to issue and/or acquire up to
19 million shares of Ameren Common Stock in open market transactions over the
period ending five years after the date of the Commission's approving order in
that docket, for purposes of Ameren's proposed benefit and dividend reinvestment
plan and certain employee benefit plans of UE, CIPS and Ameren Services that
will use Ameren Common Stock. (File No. 70-8945).
Ameren hereby requests authority to issue up to 15 million shares for
general corporate purposes as described in Item 1.D. hereof other than for use
in the DRIP or the benefit plans described in the Merger U-1.
b. Indebtedness
The aggregate amount of debt of Ameren issued and sold or borrowed under
commercial paper or credit lines established pursuant to the authorization
sought by this Application to be outstanding at any time during the
Authorization Period shall not exceed $300,000,000 to be used for the purposes
described in Item 1.D. above.
Ameren may sell commercial paper, from time to time, in established
domestic paper markets. Such commercial paper would 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 commercial paper from Ameren will
reoffer such paper at a discount to corporate, institutional investors such as
commercial banks, insurance companies, pension funds, investment trusts,
foundations, colleges and universities, finance companies and nonfinancial
corporations.
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Ameren may establish credit lines of up to 100% of the amount authorized
for commercial paper to back up outstanding commercial paper. In addition,
Ameren may enter into credit agreements or other borrowing facilities with
commercial banks, trust companies or other lenders providing for revolving
credit or term loans during commitment periods not longer than the Authorization
Period. The proceeds of such borrowings will be used for the purposes described
in Item 1.D. above.
2. External Utility Subsidiary Financings
Rule 52 provides an exemption from the prior authorization requirements of
the Act for most of the issuances and sales of securities by UE and CIPS because
they must be approved by the Missouri Public Service Commission ("MPSC") and the
Illinois Commerce Commission ("ICC") for UE and by the ICC for CIPS. However,
certain external financings by the Utility Subsidiaries for which authorization
is requested herein may be outside the Rule 52 exemption. All securities issued
by UE and CIPS, except for securities with maturity dates of less than 12
months, are approved by the MPSC and/or the ICC. Existing short term debt of UE
and CIPS has been authorized by the Federal Energy Regulatory Commission
("FERC"). Financing authority for EEI is obtained from the FERC. The authority
herein sought excludes financings exempt under Rule 52. Financing obtained
under this authorization will be used for general corporate purposes, other
working capital requirements and construction spending.
a. Commercial Paper
Authority is requested for UE to issue commercial paper in the aggregate
amount of $575,000,000 million to be outstanding at any one time during the
Authorization Period.
Authority is requested for CIPS to issue commercial paper in the aggregate
amount of $125,000,000 to be outstanding at any one time during the
Authorization Period.
Authority is requested for EEI to issue commercial paper in the aggregate
amount of $60,000,000 to be outstanding at any one time during the Authorization
Period.
The Utility Subsidiaries request authority to sell commercial paper, from
time to time, in established domestic commercial paper markets in a manner
similar to Ameren as discussed above. Utility Subsidiaries may further maintain
back up lines of credit in an aggregate principal amount not to exceed the
amount of authorized commercial paper. Borrowings under commercial paper and
credit lines authorized under this section (a), or Item (1)(E)(6), will not
exceed in the aggregate $575,000,000 for UE, $125,000,000 for CIPS or
$60,000,000 for EEI to be outstanding at any one time.
b. Credit Lines
Credit lines may be set up for use by UE in the aggregate amount of
$425,000,000 million, by CIPS in the aggregate amount of $125,000,000 and by EEI
in the aggregate amount of $35,000,000 for general corporate purposes in
addition to credit lines to support commercial paper as described in subsection
(a) above. Utility Subsidiaries would borrow and repay under
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such lines of credit from time to time as it was deemed necessary or
appropriate. Subject to the limitations described herein, each Utility
Subsidiary may engage in other types of short term financing as it may deem
appropriate in light of its needs and market conditions at the time of issuance.
Borrowings under credit lines authorized under this section will not exceed
$425,000,000 for UE, $125,000,000 for CIPS or $35,000,000 for EEI to be
outstanding at any one time.
c. Interest Rate Swaps
The Utility Subsidiaries request authority to enter into, perform, purchase
and sell financial instruments intended to manage the volatility of interest
rates, including but not limited to interest rate swaps, caps, floors, collars
and forward agreements or any other similar agreements to the extent the same
are not exempt under Rule 52. Each Utility Subsidiary may employ interest rate
swaps as a means of managing risk associated with any of its outstanding debt
issued pursuant to this authorization or an applicable exemption. Utility
Subsidiaries request authority to make and continue use of financial hedging
instruments in connection with natural gas procurement and other Utility
operations. Utility Subsidiaries will not engage in speculative transactions.
3. External Non-Utility Subsidiary Financings
The Non-Utility Subsidiaries are engaged in and expected to continue to be
active in the development and expansion of their existing energy related or
otherwise functionally related, non-utility businesses in the Ameren system. As
such, they will require the ability to engage in financing transactions that are
commonly accepted for such types of investments. Such financings will be exempt
from prior Commission authorization pursuant to Rule 52(b).
4. Intra-System Financings for Non-Utility Subsidiaries
a. General
Ameren may finance certain of its Non-Utility Subsidiaries and certain Non-
Utility Subsidiaries may finance other Non-Utility Subsidiaries in an aggregate
amount not exceeding $300,000,000 at any one time during the Authorization
Period. The $300,000,000 excludes any financing that is exempt pursuant to
Rules 45 and 52, or otherwise authorized. Such financings would generally be in
the form of open account advances, long-term loans, and/or capital stock
purchases, agreed to by Ameren or the lending Non-Utility Subsidiary as the case
may be. Open account advances will provide funds for general corporate purposes
and other working capital requirements and temporarily for capital expenditures
until long-term financing is obtained and/or cash generated internally. Ameren
or the lending Non-Utility Subsidiary will determine, at its discretion, how
much financing to give each borrowing Non-Utility Subsidiary as its needs
dictate during the Authorization Period. Generally, Ameren's or the lending
Non-Utility Subsidiary's long-term loans to, and purchase of capital stock from,
such borrowing Non-Utility Subsidiaries will provide financing for their capital
expenditures, and will be exempt transactions under Rule 52.
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Open account advances with interest to the Non-Utility Subsidiaries, which
would not be covered by Rule 45 or Rule 52, may be made, repaid and remade on a
revolving basis, with interest at the same effective rate of interest as the
daily weighted average effective rate of commercial paper, revolving credit
and/or other short term borrowings of Ameren or the lending Non-Utility
Subsidiary as the case may be. If no such borrowings are outstanding then, the
interest rate shall be predicated on the Federal Funds' effective rate of
interest as quoted daily by the Federal Reserve Bank of New York.
b. Guarantees
Ameren requests authorization to enter into guarantees, obtain letters of
credit, enter into guaranty type expense agreements or otherwise provide credit
support with respect to the obligations of its Non-Utility Subsidiaries as may
be appropriate to enable such system companies to carry on in the ordinary
course of their respective businesses, in an aggregate principal amount not to
exceed $300,000,000 outstanding at any one time. Such credit support may be in
the form of committed bank lines of credit.
In addition, authority is requested for the Non-Utility Subsidiaries to
enter into arrangements with each other similar to that described with respect
to Ameren above, in an aggregate principal amount not to exceed $50,000,000
million outstanding at any one time, except to the extent that the same are
exempt pursuant to Rule 45.
The limits on guarantees and other credit support obligations described
above are not to be included in the aggregate respective limits applicable to
external financings or the limits on intrasystem financing requested elsewhere
herein.
5. Changes in Capital Stock of Subsidiaries
The portion of an individual Subsidiary's aggregate financing to be
effected through the sale of stock to Ameren or other immediate parent company
during the Authorization Period cannot be ascertained at this time. It may
happen that the proposed sale of capital stock may in some cases exceed the then
authorized capital stock of such Subsidiary. In addition, the Subsidiary may
choose to use other forms of capital stock. As needed to accommodate such
proposed transactions and to provide for future issues, request is made for
authority to increase the amount or change the terms of any such Subsidiary's
authorized capital stock capitalization by an amount deemed appropriate by
Ameren or other immediate parent company in the instant case. A Subsidiary would
be able to change the par value, or change between par and no-par stock, without
additional Commission approval.
6. Existing Financing Arrangements
Utility and the Utility Subsidiaries hereby request authority to retain
such financing arrangements as were in place prior to the Merger and which are
not otherwise exempted from the provisions of the Act. The existing financing
arrangements of the Utility Subsidiaries are referred to in Exhibit D-1 attached
hereto.
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Item 2. Fees, Commissions and Expenses
Estimated Legal Fees
and Expenses $35,000
Estimated Miscellaneous
Expenses $ 5,000
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Total $40,000
Item 3. Applicable Statutory Provisions
Sections 6(a), 7, 9(a), 10, and 12 of the Act and Rules 42, 43, 45 and 52
are considered applicable to the proposed transactions.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or provision or the rules or regulations other than those specifically
set forth herein, request for such authorization, approval or exemption is
hereby made.
Item 4. Regulatory Approvals
No state or federal regulatory agency other than the Commission under the
Act has jurisdiction over the proposed transactions. If any such agency obtains
jurisdiction over any of the proposed transactions, any orders obtained will be
promptly filed with the Commission.
Item 5. Procedure
The Applicants hereby request that there be no hearing on this Application
and that the Commission issue its order as soon as practicable after the filing
hereof. The Commission is respectfully requested to issue and publish the
requisite notice under Rule 23 with respect to the filing of this Application as
soon as possible specifying a date not later than the date of the Commission's
order for the Merger U-1, as the date which an order of the Commission granting
and permitting the Application to become effective may be entered by the
Commission. A form of Notice is filed herewith as Exhibit I-1.
Without prejudice to its right to modify the same if a hearing should be
ordered on this Application, Ameren hereby makes the following specifications
required by paragraph (b) of Item 5 of Form U-1:
1. There should not be a recommended decision by a hearing officer or any
other responsible officer of the Commission.
2. The Division of Investment Management may assist in the preparation of
the Commission's decision and/or order.
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3. 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.
Item 6. Exhibits and Financial Statements
A. Exhibits
A-1 Restated Articles of Incorporation of Ameren
B-1 Form of Credit Agreement for Ameren, UE, CIPS and EEI (To be filed
by Amendment)
B-2 Form of Commercial Paper Agreements for Ameren, UE and CIPS (To be
filed by Amendment)
B-3 Form of Standard Purchase Agreement -- Ameren Common Stock (To be
filed by Amendment)
D-1 Existing Orders of FERC authorizing short-term debt of UE, CIPS and
EEI
F-1.1 Preliminary Opinion of Counsel (To be filed by Amendment)
F-1.2 Final "Past Tense" Opinion of Counsel (To be filed by Amendment)
F-2.1 Preliminary Opinion of Counsel (Jones, Day, Reavis & Pogue) (To be
filed by Amendment)
F-2.2 Final "Past Tense" Opinion of Counsel (Jones, Day, Reavis & Pogue)
(To be filed by Amendment)
G-1 Financial Data Schedule (To be filed by Amendment)
H-1 Annual Report of UE on Form 10-K for the year ended December 31,
1996
H-2 Annual Report of CIPSCO and CIPS on Form 10-K for the year ended
December 31, 1996
H-3 UE 1996 Annual Report to Shareholders
H-4 Statement of CIPS on Form U-3A-2 dated February 28, 1997 (including
financial statements of EEI)
H-5 UE Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997
H-6 CIPSCO and CIPS Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997
I-1 Proposed Form of Notice
B. Financial Statements
FS-1 Ameren Unaudited Pro Forma Combined Condensed Consolidated Balance
Sheets as of June 30, 1997 (see Quarterly Report of UE on Form 10-Q
for the quarter ended June 30, 1997 (Exhibit H-5 hereto), at p. 10)
FS-2 Ameren Unaudited Pro Forma Combined Condensed Consolidated
Statements of Income for the years ended December 31, 1996, 1995 and
1994 (see Annual Report of UE on Form 10-K for the year ended
December 31, 1996 (Exhibit H-1 hereto), at pp. 16-20)
FS-3 CIPSCO Consolidated Balance Sheets as of June 30, 1997 (see
Quarterly Report of CIPSCO on Form 10-Q for the quarter ended June
30, 1997 (Exhibit H-6 hereto), at p.5)
FS-4 CIPSCO Consolidated Statements of Income for its last three fiscal
years (see Annual Report of CIPSCO on Form 10-K for the year ended
December 31, 1996 (Exhibit H-2 hereto), at p. 40)
FS-5 CIPS Balance Sheets as of June 30, 1997 (see Quarterly Report of
CIPS on Form 10-Q for the quarter ended June 30, 1997 (Exhibit H-6
hereto), at p. 8)
FS-6 CIPS Statements of Income for its last three fiscal years (see
Annual Report of CIPS on Form 10-K for the year ended December 31,
1996 (Exhibit H-2 hereto), at p. 66)
FS-7 UE Consolidated Balance Sheet as of June 30, 1997 (see
Quarterly Report of UE on Form 10-Q for the quarter ended June
30, 1997 (Exhibit H-5 hereto), at p. 2)
FS-8 UE Consolidated Statement of Income for its last three fiscal years
(see Annual Report to Shareholders for the year ended December 31,
1996 (Exhibit H-3 hereto), at p. 22)
FS-9 EEI Consolidated Balance Sheets at December 31, 1996 (Incorporated
by reference to Exhibit A-4 to the CIPS Form U-3A-2 (Exhibit H-4
hereto))
FS-10 EEI Consolidated Income Statements for the year ended December 31,
1996 (Incorporated by reference to Exhibit A-5 to the CIPS
Form U-3A-2 (Exhibit H-4 hereto))
FS-11 EEI Consolidated Statements of Retained Earnings (Incorporated by
reference to Exhibit A-6 to the CIPS Form U-3A-2 (Exhibit H-4
hereto))
Item 7. Information as to Environmental Effects
None of the matters that are the subject of this Application involve a
"major federal action" nor do they "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 transaction that is the subject of this
Application will not result in changes in the operation of the company 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.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this amendment to the Application
to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 28, 1997 By: /s/ William E. Jaudes
--------------------------
Name: William E. Jaudes
Title: Secretary
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
<C> <S> <C>
Exhibit Description of Exhibit Method of Filing
Number
A-1 Restated Articles of Incorporation of Ameren By Reference
(Incorporated by reference to Annex F to the
Registration Statement on Form S-4,
Registration No. 33-64165)
B-1 Form of Credit Agreement for Ameren, UE, CIPS By Amendment
and EEI (To be filed by Amendment)
B-2 Form of Commerical Paper Agreements for By Amendment
Ameren, UE and CIPS (To be filed by
Amendment)
B-3 Form of Standard Purchase Agreement--Ameren By Amendment
Common Stock (To be filed by Amendment)
D-1 Existing Orders of FERC authorizing short-term Electronic
debt of UE, CIPS and EEI (filed herewith)
F-1.1 Preliminary Opinion of Counsel (To be filed by By Amendment
Amendment)
F-1.2 Final "Past Tense" Opinion of Counsel (To be filed By Amendment
by Amendment)
F-2.1 Preliminary Opinion of Counsel (Jones, Day, By Amendment
Reavis & Pogue) (To be filed by Amendment)
F-2.2 Final "Past Tense" Opinion of Counsel (Jones, By Amendment
Day, Reavis & Pogue) (To be filed by
Amendment)
G-1 Financial Data Schedule (To be filed by By Amendment
Amendment)
H-1 Annual Report of UE on Form 10-K for the year By Reference
ended December 31, 1996 (Incorporated by
reference to file No. 1-2967)
H-2 Annual Report of CIPSCO and CIPS on Form 10-K By Reference
for the year ended December 31, 1996
(Incorporated by reference to file No. 1-3672)
H-3 UE 1996 Annual Report to Shareholders By Reference
(Incorporated by reference to Exhibit 13 to Annual
Report on Form 10-K included as Exhibit H-1
hereto)
H-4 Statement of CIPS on Form U-3A-2 dated By Reference
February 28, 1997 (Incorporated by reference to
File No. 69-140)
H-5 UE Quarterly Reports on Form 10-Q for the By Reference
quarters ended March 31, 1997 and June 30, 1997
(Incorporated by reference to File No. 1-2967)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
H-6 CIPSCO and CIPS Quarterly Reports on Form By Reference
10-Q for the quarters ended March 31, 1997 and June
30, 1997 (Incorporated by reference to File No.
1-10628 (CIPSCO) and File No. 1-3672 (CIPS))
I-1 Proposed Form of Notice (filed herewith) Electronic
FS-1 Ameren Unaudited Pro Forma Combined By Reference
Condensed Consolidated Balance Sheets as a
June 30, 1997 (See Quarterly Report of UE on
Form 10-Q for the quarter ended June 30, 1997
(Exhibit H-5 hereto), at p. 10)
FS-2 Ameren Unaudited Pro Forma Combined By Reference
Condensed Consolidated Statements of Income for
the years ended December 31, 1996, 1995 and
1994 (see Annual Report of UE on Form 10-K for
the year ended December 31, 1996 (Exhibit H-1
hereto), at pp. 16-20)
FS-3 CIPSCO Consolidated Balance Sheets as of By Reference
June 30, 1997 (see Quarterly Report of CIPSCO
on Form 10-Q for the quarter ended June 30, 1997
(Exhibit H-6 hereto), at p. 5)
FS-4 CIPSCO Consolidated Statements of Income for By Reference
its last three fiscal years (see Annual Report of
CIPSCO on Form 10-K for the year ended
December 31, 1996 (Exhibit H-2 hereto), at p. 40)
FS-5 CIPS Balance Sheets as of June 30, 1997 (see By Reference
Quarterly Report of CIPS on Form 10-Q for the
quarter ended June 30, 1997 (Exhibit H-6 hereto),
at p.8)
FS-6 CIPS Statements of Income for its last three fiscal By Reference
years (see Annual Report of CIPS on Form 10-K
for the year ended December 31, 1996 (Exhibit
H-2 hereto), at p. 66)
FS-7 UE Consolidated Balance Sheet as of June 30, By Reference
1997 (see Quarterly Report of UE on Form 10-Q
for the quarter ended June 30, 1997 (Exhibit H-5
hereto), at p. 2)
FS-8 UE Consolidated Statement of Income for its last By Reference
three fiscal years (see UE Annual Report to
Shareholders for the year ended December 31,
1996 (Exhibit H-3 hereto), at p. 22)
FS-9 EEI Consolidated Balance Sheets at December 31, By Reference
1996 (Incorporated by reference to Exhibit A-4
to the CIPS Form U-3A-2 (Exhibit H-4 hereto))
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
FS-10 EEI Consolidated Income Statements for the year By Reference
ended December 31, 1996 (Incorporated by reference
to Exhibit A-5 to the CIPS Form U-3A-2 (Exhibit
H-4 hereto))
FS-11 EEI Consolidated Statements of Retained Earnings By Reference
(Incorporated by reference to Exhibit A-6 to the
CIPS Form U-3A-2 (Exhibit H-4 hereto))
</TABLE>
<PAGE>
Exhibit D-1
Electric Energy, Inc.
Docket No. ES94-2-000
Letter Order
(Issued November 6, 1993)
Russell E. Faudree, Jr., Chief Accountant.
On October 8, 1993, Electric Energy, Inc. (EEI) filed an application under
(S) 204 of the Federal Power Act seeking authorization to issue not more than
$70 million of unsecured senior notes. [FN1] Also, EEI requests exemption from
the Commission's competitive bidding and negotiated placement regulations.
Notice of the application was issued by the Commission on October 13, 1993.
No petitions, protests or requests in opposition to the granting of the
application have been received.
The Chief Account authorizes:
EEI is authorized to issue not more than $70 million of unsecured senior
notes over a two-year period, upon the terms and conditions and for the purposes
specified in the application, subject to the following conditions:
(A) The issuance of securities is exempt from compliance with the
competitive bidding requirements at 18 C.F.R. (S)34.2(a) and from the negotiated
placement requirements at 18 C.F.R. (S)34.2(b)(2)(i)(B) of the Commission's
regulations under the Federal Power Act.
(B) This authorization is effective on the date of this Letter Order.
(C) This authorization is without prejudice to the authority of the
Commission or any other regulatory body with respect to rates, service,
accounts, valuation, estimates or determinations of cost or any other matter
whatsoever now pending or which may come before this Commission.
(D) Nothing in this Letter Order shall be construed to imply any guarantee
or obligation on the part of the United States with respect to any security to
which this Letter Order relates.
Authority to act on this matter is delegated to the Chief Accountant
pursuant to (S)375.303 of the Commission's regulations. This Letter Order
constitutes final agency action. Requests for rehearing by the Commission may
be filed within 30 days of the date of issuance of this Letter Order, pursuant
to 18 C.F.R. (S) 385.713.
FN1 The notes would have a final maturity date no later than December 31, 2005.
Federal Energy Regulatory Commission
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FEDERAL ENERGY REGULATORY COMMISSION
WASHINGTON, DC 20426
In Reply Refer To:
OCA-DAS
Docket No. ES96-14-000
Dec 18 1995
Electric Energy, Inc.
Attention: Mr. R. Alan Kelley
President
P.O. Box 165
Joppa, IL 62953
Ladies and Gentlemen:
On November 21, 1995, Electric Energy, Inc. (EEI) filed an application,
under (S) 204 of the Federal Power Act, seeking authorization to issue, from
time to time, up to $70 million in short-term notes under its existing unsecured
revolving credit agreements. 1/ EEI asks that the requested authorization be
granted retroactively to October 20, 1995 and prospectively over the 24-month
period immediately following the date of the Commission's authorization in this
docket. 2/
Notice of the application was issued by the Commission on November 28,
1995. No petitions, protests or requests to be heard in opposition to the
granting of the application have been received.
Section 204 of the Federal Power Act requires that no public utility shall
issue any security unless and until, and only to the extent that the Commission
authorizes. Accordingly, section 204 authorization must be obtained prior to the
issuance of securities. With respect to EEI's request for retroactive
authorization to issue short-term notes, the requirements of section 204 have
not been met. Therefore, EEI's request for retroactive authorization is denied.
3/
Authorization:
- --------------
EEI is authorized to issue short-term notes, over a 24-month period, under
its existing unsecured revolving credit agreements in an aggregate principal
amount not to exceed $70 million outstanding at any one time, upon the terms and
conditions and for the purpose specified in the application, subject to the
following conditions:
(A) The securities shall have final maturity dates no later than 12 months
after issuance.
(B) This authorization is effective on the date of this letter order.
(C) This authorization is without prejudice to the authority of the
Commission or any other regulatory body with respect to rates, service,
accounts, valuation, estimates or determinations of cost or any other
matter whatsoever now pending or which may come before this Commission.
(D) Nothing in this letter order shall be construed to imply any guarantee
or obligation on the part of the United States with respect to any security
to which this letter order relates.
Authority to act on this matter is delegated to the Director, Division of
Accounting Systems pursuant to (S) 375.303 of the Commission's regulations. This
letter order constitutes final agency action. Requests for rehearing by the
Commission may be filed within 30 days of the date of issuance of this letter
order, pursuant to 18 C.F.R. (S) 385.713.
Sincerely,
/s/ Janice K. Garrison
----------------------------------------
Janice K. Garrison
Director, Division of Accounting Systems
- ----------------------
1/ EEI has unsecured revolving credit agreements with The Boatmen's National
Bank of St. Louis and the Mercantile Bank of St. Louis National Association
which expire on December 31, 1998.
2/ EEI was authorized in Docket No. ES94-1-000 et al. to issue up to $70
million of short-term debt under the revolving credit agreements through
October 19, 1995. (65 FERC paragraph 62,071 (1993)).
3/ See Rayburn Country Electric Cooperative, Inc., 62 FERC paragraph 62,183
(1993) and Multitrade Limited Partnership, 63 FERC paragraph 61,252 (1993).
2 of 8
<PAGE>
Electric Energy, Inc.
Docket Nos. ES94-1-000 and ES94-1-001
Letter Order
(Issued October 20, 1993)
Russell E. Faudree, Jr., Chief Accountant.
On October 1, 1993, Electric Energy, Inc. (EEI) filed an application, as
amended, [FN1] under (S)204 of the Federal Power Act seeking authorization to
issue not more than $70 million of short-term notes under two $35 million
unsecured revolving credit agreements expiring December 31, 1998. The debt would
be issued from time to time over a 24-month period immediately following the
date of the Commission's approval of the application.
Notice of the application was issued by the Commission on October 6, 1993. No
petitions, protests or requests in opposition to the granting of the application
have been received.
The Chief Accountant authorizes:
EEI is authorized to issue not more than $70 million of short-term debt under
two $35 million unsecured revolving credit agreements over a two-year period,
upon the terms and conditions and for the purpose specified in the application,
subject to the following conditions:
(A) This authorization is expressly conditioned that the securities issued
over the two-year period, have a final maturity date no later than twelve months
after date of issuance.
(B) This authorization is effective on the date of this Letter Order.
(C) This authorization is without prejudice to the authority of the Commission
or any other regulatory body with respect to rates, service, accounts,
valuation, estimates or determinations of cost or any other matter whatsoever
now pending or which may come before this Commission.
(D) Nothing in this Letter Order shall be construed to imply any guarantee or
obligation on the part of the United States with respect to any security to
which this Letter Order relates.
Authority to act on this matter is delegated to the Chief Accountant pursuant
to (S)375.303 of the Commission's regulations. This Letter Order constitutes
final agency action. Requests for rehearing by the Commission may be filed
within 30 days of the date of issuance of this Letter Order, pursuant to 18
C.F.R. (S)385.713.
FN1 Amendment filed on October 14, 1993.
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<PAGE>
Electric Energy, Inc.
Docket No. ES91-50-000
Letter Order
(Issued October 22, 1991)
Russell E. Faudree, Jr., Chief Accountant.
On September 18, 1991, we received your application filed pursuant to (S) 204
of the Federal Power Act for authority:
(1) to issue not more than $60 million of long-term unsecured Senior Notes
with a final maturity date no later than December 31, 2006, and for exemption
from the competitive bidding requirement of 18 C.F.R. (S) 34.2 (b) of the
Commission's regulations and
(2) to issue not more than $70 million of notes under unsecured revolving
credit agreements or under terms substantially similar thereto from time to time
over the 24-month period immediately following the date of the Commission's
approval of the application.
Notice was issued by the Commission on September 24, 1991, stating that any
person desiring to be heard or to make a protest with reference to the
application shall file petitions or protests on or before October 17, 1991, with
the Federal Energy Regulatory Commission, Washington, DC 20426. No petitions,
protests or requests to be heard in opposition to the granting of the
application have been received.
The Chief Accountant authorizes:
The issuance of not more than $60 million of long-term unsecured Senior Notes
with final maturity dates no later than December 31, 2006, over a two-year
period, and of not more than $70 million of notes under unsecured revolving
credit agreements or under terms substantially similar thereto, over a two-year
period, upon the terms and conditions and for the purpose specified in the
application, is approved, subject to the following conditions:
(A) The issuance of the securities is exempt from the compliance with
competitive bidding procedures of 18 C.F.R. (S) 34.2(b) of the Commission's
regulations under the Federal Power Act.
(B) This authorization is effective as of the date of this letter order.
(C) This authorization is without prejudice to the authority of the
Commission or any other regulatory body with respect to rates, service,
accounts, valuation, estimates or determinations of cost, or any other matter
whatsoever now pending or which may come before the Commission.
(D) Nothing in this letter order shall be construed to imply any guarantee
4 of 8
<PAGE>
or obligation on the part of the United States with respect to any security to
which this letter order relates.
Authority to act on this matter is delegated to the Chief Accountant
pursuant to (S)375.303 of the Commission's regulations. This letter order
constitutes final agency action. Requests for rehearing by the Commission may be
filed within 30 days of the date of issuance of this letter order, pursuant to
18 C.F.R. (S)385.713.
Federal Energy Regulatory Commission
5 of 8
<PAGE>
FEDERAL ENERGY REGULATORY COMMISSION
WASHINGTON, D.C. 20426
In Reply Refer To:
OCA-DAS
Docket No. ES97-30-000
Union Electric Company
Attention: Mr. James C. Thompson
Secretary
P.O. Box 66149
St. Louis, MO 63166
Ladies and Gentlemen:
On April 29, 1997, Union Electric Company (Union Electric) filed an
application under (S) 204 of the Federal Power Act seeking authorization to:
(a) issue, from time to time, short-term, unsecured promissory notes to
and borrow from United States or foreign commercial banks (or their
affiliates) not more than $300 million in aggregate principal amounts
outstanding at any one time under bank lines of credit and
(b) issue and sell commercial paper in the United States or overseas, from
time to time, in aggregate principal amounts outstanding not to exceed $450
million at any one time;
provided that the aggregate principal amounts outstanding under the lines of
credit and commercial paper will not exceed $600 million. Union Electric
proposes that the promissory notes will be issued on or before July 31, 1999,
with final maturities not later than July 31, 2000.
Notice of the application was issued by the Commission on May 15, 1997. No
petitions, protests or requests to be heard in opposition to the granting of the
application have been received.
Authorization:
- --------------
Union Electric is authorized to:
(a) issue, from time to time, short-term, unsecured promissory notes to
and borrow from United States or foreign commercial banks (or their
affiliates) not more than $300 million in aggregate principal amounts
outstanding at any one time under bank lines of credit and
(b) issue and sell commercial paper in the United States or overseas, from
time to time, in aggregate principal amounts outstanding not to exceed $450
million at any one time;
provided that the aggregate principal amounts outstanding under the lines of
credit and commercial paper will not exceed $600 million. All such short-term
debt shall be issued upon the terms and conditions and for the purposes
specified in the application and, subject to the following conditions:
(A) The securities shall be issued from August 1, 1997 through July 31,
1999, with maturities not more than one year after the date of issuance.
(B) This authorization is without prejudice to the authority of the
Commission or any other regulatory body with respect to rates, service,
accounts, valuation, estimates or determinations of cost or any other
matter whatsoever now pending or which may come before this Commission.
(C) Nothing in this letter order shall be construed to imply any
guarantee or obligation on the part of the United States with respect to
any security to which this letter order relates.
Authority to act on this matter is delegated to the Director, Division of
Accounting Systems pursuant to (S) 375.303 of the Commission's regulations. This
letter order constitutes final agency action. Requests for rehearing by the
Commission may be filed within 30 days of the date of issuance of this letter
order, pursuant to 18 C.F.R. (S) 385.713.
Sincerely,
/s/ James K. Guest
--------------------------
James K. Guest
Director, Division of
Accounting Systems
6 of 8
<PAGE>
FEDERAL ENERGY REGULATORY COMMISSION
WASHINGTON, DC 20426
In Reply Refer To:
OCA-DAS
Docket No. ES96-6-000
Central Illinois Public Service Company
Attention: Mr. C. D. Nelson
Treasurer and Assistant Secretary
607 East Adams Street
Springfield, IL 62739
Ladies and Gentlemen:
On October 23, 1995, Central Illinois Public Service Company (CIPS) filed
an application, under (S) 204 of the Federal Power Act, seeking authorization to
issue unsecured promissory notes (including master notes, revolving notes, and
commercial paper), from time to time, in an aggregate principal amount not to
exceed $150 million outstanding at any one time, on or before December 31, 1997,
with final maturities not later than December 31, 1998.
Notice of the application was issued by the Commission on October 26, 1995.
No petitions, protests or requests to be heard in opposition to the granting
of the application have been received.
Authorization:
CIPS is authorized to issue unsecured promissory notes (including master
notes, revolving notes, and commercial paper), from time to time, in an
aggregate principal amount not to exceed $150 million outstanding at any one
time, upon the terms and conditions and for the purpose specified in the
application, subject to the following conditions:
(A) The securities shall be issued during the period January 1, 1996
through December 31, 1997, with final maturities not later than December
31, 1998.
7 of 8
<PAGE>
Central Illinois Public 2
Service Company
(B) This authorization is without prejudice to the authority of the
Commission or any other regulatory body with respect to rates, service,
accounts, valuation, estimates or determinations of cost or any other
matter whatsoever now pending or which may come before this Commission.
(C) Nothing in this letter order shall be construed to imply any guarantee
or obligation on the part of the United States with respect to any security
to which this letter order relates.
Authority to act on this matter is delegated to the Director, Division of
Accounting Systems pursuant to (S) 375.303 of the Commission's regulations.
This letter order constitutes final agency action. Requests for rehearing by
the Commission may be filed within 30 days of the date of issuance of this
letter order, pursuant to 18 C.F.R. (S) 385.713.
Sincerely,
/s/ Janice K. Garrison
Janice K. Garrison
Director, Division of
Accounting Systems
8 of 8
<PAGE>
Exhibit No. I-1
Ameren Corporation, et. al. (No. ________)
Ameren Corporation ("Ameren"), its service company, Ameren Services Company
("AMS"), a public utility company, Union Electric Company ("UE"), and its
subsidiary, Union Electric Development Company ("UEDC"), each of which is
located at 1901 Chouteau Avenue, St. Louis, Missouri 63103; a public utility
company, Central Illinois Public Service Company ("CIPS") and CIPSCO Investment
Company ("CIC"), each of 607 East Adams, Springfield, Illinois 62739; and, a
public utility company, Electric Energy Incorporated ("EEI"), of 2100 Portland
Road, Joppa, Illinois 62953, ("Applicants") have filed a joint application
pursuant to Sections 6(a), 7, 9(a), 10, and 12 of the Act and Rules 42, 43, 45
and 52 thereunder, ("Merger U-1"). UE, CIPS and EEI are hereafter referred to
collectively as "Utility Subsidiaries". AMS, UEDC and CIC are hereafter referred
to collectively as "Non-Utility Subsidiaries".
Applicants are seeking authorization for financing transactions for the
period beginning with the effective date of the order approving Merger U-1 and
continuing for a period of five years from the date of the order approving this
Application, ("Authorization Period"). The authorization requested herein
relates to (i) external issues of common stock, debt, including credit lines,
and other securities by and for Ameren; (ii) external issues of capital stock
and debt securities not subject to the Rule 52 exemption, including short term
debt, interest rate swaps and credit lines, by and for the Utility Subsidiaries;
(iii) external issuances of capital stock, debt securities and credit lines not
subject to the Rule 52 exemption by and for Non-Utility Subsidiaries; (iv)
intra-system financing among Ameren and its Non-Utility Subsidiaries not subject
to the Rule 52 exemption, including the ability to issue intra-system
guarantees; (v) the
1
<PAGE>
ability of the Subsidiaries to alter their capital stock in order to engage in
financing with their parent company; and (vi) the continuance and retention of
existing financings.
The following general terms will be applicable, where appropriate, to the
financing transactions for which authority is sought: (1) the effective cost of
money on short term debt financings and credit lines may not exceed 300 basis
points over the six month London Interbank Offered Rate (LIBOR); (2) the
effective cost of money on preferred stock and other fixed income oriented
securities, when issued, may not exceed 500 basis points over the interest rate
on 30-year U.S. Treasury securities; (3) issuance expenses in connection with
any non-competitive offerings of securities, including any underwriting fees,
commission or other similar compensation, will not exceed 5% of the principal or
total amount of the securities being issued.
The proceeds from the financings authorized by the Commission pursuant to
this Application will be used for general and corporate purposes, including (i)
financing, in part, of capital expenditures by Ameren or its Subsidiaries, (ii)
the repayment, redemption, refunding or purchase of debt and capital stock of
Ameren or its Subsidiaries without the need for prior Commission approval
pursuant Rule 42 or a successor rule, (iii) financing working capital
requirements and capital spending of the Ameren system and (iv) other lawful
general purposes.
The proposed transactions and the proposed participation of the various
Applicants are set forth below.
1. Ameren External Financings
Ameren may obtain funds externally through sales of common stock and/or
debt financing, including commercial paper sales and credit lines.
a. Common Stock
2
<PAGE>
In the Merger U-1, Ameren requested authority to issue 137,215,462 shares
of common stock in exchange for all outstanding shares of UE and CIPSCO. (File
No. 70-8945). Further, Ameren requested authority to issue and/or acquire up to
19 million shares of Ameren Common Stock in open market transactions over the
period ending five years after the date of the Commission's approving order in
that docket, for purposes of Ameren's proposed benefit and dividend reinvestment
plan and certain employee benefit plans of UE, CIPS and Ameren Services that
will use Ameren Common Stock. (File No. 70-8945).
Ameren requests authority to issue up to 15 million shares for general
corporate purposes other than for use in the DRIP or the benefit plans described
in the Merger U-1.
b. Indebtedness
The aggregate amount of debt of Ameren issued and sold or borrowed under
commercial paper or credit lines established pursuant to the authorization
sought by this Application to be outstanding at any time during the
Authorization Period shall not exceed $300,000,000 to be used for general
corporate purposes.
Ameren may establish credit lines of up to 100% of the amount authorized
for commercial paper to back up outstanding commercial paper. In addition,
Ameren may enter into credit agreements or other borrowing facilities with
commercial banks, trust companies or other lenders providing for revolving
credit or term loans during commitment periods not longer than the Authorization
Period. The proceeds of such borrowings will be used for general corporate
purposes.
2. External Utility Subsidiary Financings
3
<PAGE>
The Utility Subsidiaries request authorization to engage in certain
external financings which are outside the scope of the Rule 52 exemption for
financings of utility companies and for interest rate swaps.
a. Commercial Paper
Authority is requested for UE to issue commercial paper in the aggregate
amount of $575,000,000 million to be outstanding at any one time during the
Authorization Period.
Authority is requested for CIPS to issue commercial paper in the aggregate
amount of $125,000,000 to be outstanding at any one time during the
Authorization Period.
Authority is requested for EEI to issue commercial paper in the aggregate
amount of $60,000,000 to be outstanding at any one time during the Authorization
Period.
Utility Subsidiaries may further maintain back up lines of credit in an
aggregate principal amount not to exceed the amount of authorized commercial
paper. Borrowings pursuant to commercial paper and related credit lines will not
exceed $575,000,000 for UE, $125,000,000 for CIPS or $60,000,000 for EEI to be
outstanding at any one time.
b. Credit Lines
Credit lines may be set up for use by UE in the aggregate amount of
$425,000,000 million, by CIPS in the aggregate amount of $125,000,000 and by EEI
in the aggregate amount of $35,000,000 for general corporate purposes.
c. Interest Rate Swaps
The Utility Subsidiaries request authority to enter into, perform, purchase
and sell financial instruments intended to manage the volatility of interest
rates, including but not limited to interest rate swaps, caps, floors, collars
and forward agreements or any other similar agreements to the extent the same
are not exempt under Rule 52. Each Utility Subsidiary may employ interest rate
4
<PAGE>
swaps as a means of managing risk associated with any of its outstanding debt
issued pursuant to this authorization or an applicable exemption. Utility
Subsidiaries request authority to make and continue use of financial hedging
instruments in connection with natural gas procurement and other utility
operations. Utility Subsidiaries will not engage in speculative transactions.
3. External Non-Utility Subsidiary Financings
Such financings will be exempt from prior Commission authorization pursuant
to Rule 52(b).
4. Intra-System Financings for Non-Utility Subsidiaries
a. General
Ameren may finance certain of its Non-Utility Subsidiaries and certain Non-
Utility Subsidiaries may finance other Non-Utility Subsidiaries in an aggregate
amount not exceeding $300,000,000 at any one time during the Authorization
Period. The $300,000,000 excludes any financing that is exempt pursuant to Rules
45 and 52, or otherwise authorized. Such financings would generally be in the
form of open account advances, long-term loans, and/or capital stock purchases,
agreed to by Ameren or the lending Non-Utility Subsidiary as the case may be.
Open account advances will provide funds for general corporate purposes and
other working capital requirements and temporarily for capital expenditures
until long-term financing is obtained and/or cash generated internally.
Generally, Ameren's or the lending Non-Utility Subsidiary's long-term loans to,
and purchase of capital stock from, such borrowing Non-Utility Subsidiaries will
provide financing for their capital expenditures, and will be exempt
transactions under Rule 52.
Open account advances with interest to the Non-Utility Subsidiaries, which
would not be covered by Rule 45 or Rule 52, may be made, repaid and remade on a
revolving basis, with
5
<PAGE>
interest at the same effective rate of interest as the daily weighted average
effective rate of commercial paper, revolving credit and/or other short term
borrowings of Ameren or the lending Non-Utility Subsidiary as the case may be.
If no such borrowings are outstanding then, the interest rate shall be
predicated on the Federal Funds' effective rate of interest as quoted daily by
the Federal Reserve Bank of New York.
b. Guarantees
Ameren requests authorization to enter into guarantees, obtain letters of
credit, enter into expense agreements or otherwise provide credit support with
respect to the obligations of its Non-Utility Subsidiaries as may be appropriate
to enable such system companies to carry on in the ordinary course of their
respective businesses, in an aggregate principal amount not to exceed
$300,000,000 outstanding at any one time. Such credit support may be in the form
of committed bank lines of credit.
In addition, authority is requested for the Non-Utility Subsidiaries to
enter into arrangements with each other similar to that described with respect
to Ameren above, in an aggregate principal amount not to exceed $50,000,000
million outstanding at any one time, except to the extent that the same are
exempt pursuant to Rule 45.
The limits on guarantees and other credit support obligations described
above are not to be included in the aggregate respective limits applicable to
external financings or the limits on intrasystem financing requested elsewhere
herein.
5. Changes in Capital Stock of Subsidiaries
The portion of an individual Subsidiary's aggregate financing to be
effected through the sale of stock to Ameren or other immediate parent company
during the Authorization Period
6
<PAGE>
cannot be ascertained at this time. It may happen that the proposed sale of
capital stock may in some cases exceed the then authorized capital stock of such
Subsidiary. In addition, the Subsidiary may choose to use other forms of capital
stock. As needed to accommodate such proposed transactions and to provide for
future issues, request is made for authority to increase the amount or change
the terms of any such Subsidiary's authorized capital stock capitalization by an
amount deemed appropriate by Ameren or other immediate parent company in the
instant case. A Subsidiary would be able to change the par value, or change
between par and no-par stock, without additional Commission approval.
6. Existing Financing Arrangements
Ameren and the Utility Subsidiaries have requested authority to retain such
financing arrangements as were in place prior to the Merger and which are not
otherwise exempted from the provisions of the Act.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
7
