<PAGE>
File No. 70-9133
As filed with the Securities and Exchange Commission on November 25, 1997.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
------------------
(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
<PAGE>
This Application originally filed October 28, 1997 ("Original U-1") relates
to the request of Ameren Corporation ("Ameren") and its Subsidiaries (as defined
in the Original U-1) for approval under the Public Utility Holding Company Act
of 1935 of certain financing transactions. This Amendment No. 1 is filed to
include certain exhibits as detailed below. The Original U-1 is hereby ratified
and confirmed.
Item 6. Exhibits and Financial Statements
---------------------------------
A. Exhibits
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B-1 Form of Credit Agreement for Ameren, UE, CIPS and EEI
B-2 Form of Commercial Paper Agreements for Ameren, UE and CIPS
B-3 Form of Standard Purchase Agreement -- Ameren Common Stock
F-1.1 Preliminary Opinion of Counsel
F-2.1 Preliminary Opinion of Counsel (Jones, Day, Reavis & Pogue)
G-1 Financial Data Schedule
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this amendment to the
Application to be signed on its behalf by the undersigned thereunto duly
authorized.
Ameren Corporation
Union Electric Company
Ameren Services Company
Union Electric Development Company
Central Illinois Public Service Company
CIPSCO Investment Company
Electric Energy Incorporated
By: /s/ William E. Jaudes
----------------------------
Name: William E. Jaudes
(Authorized Signatory)
November 25, 1997
3
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
<S> <C> <C>
B-1 Form of Credit Agreement for Ameren, UE, Electronic
CIPS and EEI
B-2 Form of Commercial Paper Agreements for Electronic
Ameren, UE and CIPS
B-3 Form of Standard Purchase Agreement-- Electronic
Ameren Common Stock
F-1.1 Preliminary Opinion of Counsel Electronic
F-2.1 Preliminary Opinion of Counsel (Jones, Electronic
Day, Reavis & Pogue)
G-1 Financial Data Schedule Electronic
</TABLE>
4
<PAGE>
EXHIBIT B-1
FORM OF CREDIT AGREEMENT
Borrower: _________________________
Commitment: $________________________
Availability: For cash advances against the Borrower's promissory notes, in an
appropriate form similar to either Exhibit A or Exhibit B hereto,
provided that all loans mature before ______________________.
Conditions The Bank shall have no obligation to make advances
Precedent: hereunder unless it has received:
a) the Note(s), and a copy of this Agreement, all duly
executed;
b) certified (as of the date of this Agreement) copies of (i)
the charter and by-laws of the Borrower and (ii) all
corporate action taken by the Borrower, including
resolutions of its Board of Directors, authorizing the
execution, delivery, and performance of this Agreement and
the Note(s) and each other document to which it is a party
to be delivered pursuant to this Agreement;
c) a certificate (dated as of the date of this Agreement) of
the Secretary of the Borrower certifying the name and true
signatures of the officers of the Borrower authorized to
sign this Agreement and the Note(s) and the other documents
to be delivered by the Borrower under this Agreement;
d) such financial and other information bearing on the
Borrower's credit as the Bank may from time to time
reasonably request (including, but not limited to the
Borrower's audited annual and quarterly financial
statements).
The acceptance by the Borrower of any advance hereunder
shall constitute a representation and warranty by the
Borrower to the Bank that the representations and warranties
of the Borrower set forth herein are true and correct as of
the date of such advance and that no Event of Default then
exists.
Tenor of At the option of the Borrower:
Loans: a) Domestic dollar rates - up to 90 days
b) Eurocurrency rates - 1, 2, 3, or 6 months
In no event will a loan mature later than
_____________________.
<PAGE>
Notice of In the case of Eurocurrency rate borrowings, the
Drawing: Borrower will notify the bank in writing of drawing requests
at least two New York banking days before the date of the
borrowing, which date shall be a New York banking day. In
the case of Domestic U.S. dollar rate borrowings, the
Borrower will notify the Bank in writing of drawing requests
by 12:00 noon, New York time, on the date of the borrowing,
which date shall be a New York banking day.
Interest Rate: a) Domestic U.S. dollar rate - at the Bank's New York floating
base rate. Interest is payable at maturity over the actual
days elapsed on the basis of 365 or 366 day year, whichever
the case may be.
b) Eurodollar rate - at .25% over the rate offered to the Bank
in the offshore interbank market of U.S. dollar deposits of
the term and the amount of the borrowing, fixed two London
business days prior to the date of the borrowing. Interest
on each Eurodollar borrowing is calculated over the actual
number of days elapsed on the basis of a 360 day year and
will be payable at the maturity thereof, provided that in
respect of any Eurodollar borrowing with a maturity in
excess of three months, interest shall be payable at the end
of each three month period and on the maturity thereof.
c) Subject to availability in the Bank's sole discretion, at a
fixed rate to be negotiated between the Bank and the
Borrower at prevailing market rates. Interest is payable
semi-annually in arrears.
Payments by Bank: Each borrowing shall be effected by transfer of funds by the
Bank to ___________________.
Borrowings hereunder shall be made and repaid in Federal
Funds unless otherwise agreed to by the Borrower and the
Bank.
Commitment Fee: The Borrower will pay .100% per annum on the average daily
unused portion of the Commitment, payable quarterly in
arrears on the last day of each calendar quarter on a 365 or
366 day basis (whichever the case may be) for actual days
elapsed.
Payments by The Borrower shall make all payments hereunder
the Borrower: to _________________________________________________
by 12:00 noon New York time, on the date such payment is
due. Notwithstanding the foregoing, if payment would
otherwise be due on a day which is not a New York banking
day, the payment shall instead be made on the next following
day which is a New York banking day.
2
<PAGE>
Prepayments: No advance may be prepaid prior to its maturity unless the
Bank gives specific consent thereto in writing, which
consent may be withheld in the Bank's sole discretion.
Early Termination: The Borrower may terminate the unused portion of this
Commitment, in whole or in part, at any time, or from time
to time, by written or telegraphic notice to the Bank no
less than five New York banking days prior to the date of
termination.
Taxes/ a) Payments of all amounts (including, but not limited to,
Indemnification: principal, interest, and Commitment Fee) shall be free and
clear and without deduction for any future taxes, levies,
imports or duties imposed by any governmental authority in
any jurisdiction or political subdivision or taxing
authority therein. The foregoing shall not apply, however,
in the case of any tax imposed in the jurisdiction of the
Bank hereunder in respect of income or profits of the Bank.
b) The Borrower shall indemnify the Bank against, and
reimburse it for any net cost to the Bank (as determined by
the Bank in good faith) resulting from (i) any material and
adverse change in the basis of taxation by any government of
payments of principal or of interest on any loan outstanding
at the time such change becomes effective; or (ii) the
imposition by any government or governmental regulatory
agency or authority, of reserve, assessment, special
deposit, capital adequacy, or similar requirement, tax, or
charge with respect to any loan outstanding at the time such
imposition becomes effective or with respect to any deposits
or funds acquired by the Bank to fund any such loan; or
(iii) the imposition on the Bank of any other condition
regarding this Agreement or the Note(s); provided that the
foregoing provisions of this clause shall not apply to taxes
or increases in taxes imposed on net income.
The Borrower will similarly indemnify the Bank as aforesaid
in connection with any loan which is made to the Borrower
subsequent to the time of the aforementioned change or
imposition, provided that the Bank shall have notified the
Borrower of such change or imposition prior to the making of
such loan.
Default Interest Should any amount hereunder not be paid when due, it shall
Rate: accrue interest at a rate of 2% per annum over the rate
which would otherwise be applicable to such amount.
Representations The Borrower represents and warrants to the
and Warranties Bank that:
by the Borrower:
3
<PAGE>
a) the Borrower is a corporation duly incorporated, validly
existing, and in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power
and authority to own its assets and transact the business in
which it is now engaged or proposed to be engaged in, and is
duly qualified as foreign corporation and in good standing
under the laws of each other jurisdiction in which such
qualification is required;
b) the execution, delivery, and performance by the Borrower
of this Agreement and the Note(s) are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action, and do not and will not (1) contravene the
Borrower's Certificate of Incorporation or By-Laws or (2)
any law, governmental regulation, or any contractual
restriction binding on or affecting the Borrower;
c) this Agreement and the Note(s) are legal, valid, and
binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms;
d) the audited financial statements of the Borrower as of
______________ and the interim financial statements as of
__________ for the three (3) month period then ended, copies
of which have been furnished to the Bank, are complete and
correct and fairly present the financial condition of the
Borrower as at such dates and the results of the operations
of the Borrower for the periods covered by such statements,
all in accordance with GAAP consistently applied (subject to
year-end adjustments in the case of the interim financial
statements), and there has been no material adverse change
in the condition (financial or otherwise), business, or
operations of the Borrower; and
e) there is no pending or threatened action or proceeding
against or affecting the Borrower or any of its subsidiaries
before any court, governmental agency, or arbitrator, which
may, in any one case or in the aggregate, materially and
adversely affect the financial condition, operations,
properties, or business of the Borrower or the ability of
the Borrower to perform it obligation under this Agreement
or the Note(s).
Events of Default: In the event that the Borrower:
a) defaults in the payment or performance of any obligation
or liability owed to the Bank, now existing or hereafter
arising, including the obligations under this Agreement and
the Note(s);
b) defaults in the payment of principal of, or interest on,
any other indebtedness for borrowed money (and any such
default in the payment of interest shall continue beyond any
period of grace applicable thereto) or the occurrence of any
event or the existence of any condition the effect of
4
<PAGE>
which is to cause (or to permit one or more persons to
cause) any individual piece of indebtedness of the Borrower
to become due before its stated maturity or before its
regularly scheduled payment date;
c) makes an assignment for the benefit of creditors, file a
petition in bankruptcy, is adjudicated insolvent or
bankrupt, petitions or applies to any tribunal for the
appointment of a receiver or any trustee for the Borrower or
a substantial part of its assets, or commences any
proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now
or hereafter in effect; or files any such petition or
application, or has any such proceeding commenced against
it, which remains undismissed for a period of thirty (30)
days or more; or by any act or omission, indicates its,
consent to approval of or acquiescence in any such petition,
application or proceeding or the appointment of a receiver
of or any trustee for it or any substantial part of its
properties or suffers any such receivership or trusteeship
to continue undischarged for a period of thirty (30) days or
more; or the admission by it of its inability to pay its
debts as they mature;
d) has title to, or possession of, all or any substantial
part of its property taken or managed by the United States
Government, any other government (de facto or de jure) or
any agency or instrumentality of any thereof;
e) makes any representation or warranty to the Bank for the
purpose of obtaining any loan, advance, extension of credit
or other financial accommodation that was false or incorrect
in a material respect when made or deemed made; or
f) sells, lends, transfers, or otherwise disposes of all or
substantially all of its assets, whether in one or a series
of transactions;
then the Bank may, at the Bank's option, by written notice
to the Borrower, terminate the Bank's Commitment to lend
hereunder and declare all Note(s) then outstanding hereunder
to be immediately due and payable without presentment,
demand, protest or any other notice of any kind, all of
which are hereby expressly waived.
Notices: Unless otherwise specified herein, all notices, requests and
other communications hereunder shall be in electronic,
telephonic or written (including bank wire, telegram,
telecopier, telex or similar writing) form and shall be
given to the party to whom addressed, at its address or
telephone, telecopier or telex number set forth below, or
such other address or telephone, telecopier or telex number
as such party may hereafter specify for the purpose by
notice in writing to the other parties listed below.
5
<PAGE>
Costs and Expenses: The Borrower agrees to pay on demand all costs and expenses
in connection with the enforcement of this Agreement or the
Note(s), including any attorney's fees.
Governing Law, This Agreement and the Note(s) shall be deemed to be a
Etc.: contract made under, and shall be construed in accordance
with and governed by, the laws of the State of New York.
Both parties hereto hereby consent to the jurisdiction of
the state and federal courts of New York State in any suit
or proceeding which may arise in connection with this
Agreement or the Notes. Both parties hereby waive any
objection they might have to the laying of venue in such
suit or proceeding in the courts situated in New York City.
BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN
ANY SUCH SUIT.
If the foregoing terms and conditions are agreeable to you, please signify your
acceptance by signing, dating and returning to us the enclosed copy of this
Agreement, whereupon it shall constitute a binding agreement between us
effective as of the date of your acceptance.
Sincerely,
By:______________________ By:_____________________
Title:___________________ Title:__________________
Address for Notices:
By:_____________________ By:_____________________
Title:__________________ Title:__________________
Address for Notices:
6
<PAGE>
Exhibit A
P R O M I S S O R Y N O T E
$XX,000,000.00
For value received, the undersigned,
(the "Borrower"), promises to pay to the order of
(the "Bank"),
XXX Million dollars
($XX,000,000.00) or, if less, such lesser amount as shall equal the aggregate
outstanding principal amount of the loans (the "Loans") made by the Bank
pursuant to the Revolving Credit Facility Agreement of _________________ (the
"Agreement") exclusively in lawful money of the United States of America, on the
maturity dates (the "Maturity Dates") for such Loans. The Borrower shall also
pay interest (computed on the basis of a year of 360 days over the actual number
of days elapsed) on the unpaid principal amount of each Loan from the date of
the borrowing of such amount until the Maturity Date at the rates and at the
times set forth in the Agreement.
The Bank shall enter in its internal records and, prior to any transfer of
this Note (or, at the discretion of the Bank, at any other time), endorse on the
schedule attached hereto or any continuation thereof, the date and amount of
each Loan made by the Bank to the Borrower hereunder, the date and amount of
each repayment of principal and interest, and the Maturity Date of each Loan.
Entries made in such internal records reflecting said information as to all
Loans shall constitute prima facie evidence of the transactions represented by
such entries provided, however, that the failure by the Bank to make an entry in
such records shall not limit or otherwise affect the obligation of the Borrower
hereunder to make payment of the principal amount and interest accrued thereon.
This is one of the "Note(s)" referred to in the Agreement. This Note
incorporates by this reference the provisions of said Agreement, including the
provisions for payment dates of interest, acceleration of indebtedness, and
payment of expenses and attorney fees.
This Note shall be governed by, and construed in accordance with the laws
of the State of New York.
The Borrower hereby waives all defenses to enforcement of, and collection
upon, this Note, including lack of presentment, protest, and all notices.
By:_____________________ By:_____________________
Title:__________________ Title:__________________
7
<PAGE>
BORROWING AND PAYMENT SCHEDULE
<TABLE>
<CAPTION>
Princip. Date and
Loan Amount Maturity Amount of Interest Notation
Date of Loan Date Repayment Rate Made by
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
</TABLE>
8
<PAGE>
Exhibit B
P R O M I S S O R Y N O T E
$XX,000,000.00
For value received, the undersigned,
(the "Borrower"), promises to pay to the order of
(the "Bank"),
XX Million dollars
($XX,000,000.00) or, it less, such lesser amount as shall equal the aggregate
outstanding principal amount of the loans (the "Loans") made by the Bank
pursuant to the Revolving Credit Facility Agreement of ________________ (the
"Agreement") exclusively in lawful money of the United States of America, on the
maturity dates (the "Maturity Dates") for such Loans. The Borrower shall also
pay interest (computed on the basis of a year of 365 or 366 days, whichever the
case may be, over the actual number of days elapsed) on the unpaid principal
amount of each Loan from the date of the borrowing of such amount until the
Maturity Date at the rates and at the times set forth in the Agreement.
The Bank shall enter in its internal records and, prior to any
transfer of this Note (or, at the discretion of the Bank, at any other time),
endorse on the schedule attached hereto or any continuation thereof, the date
and amount of each Loan made by the Bank to the Borrower hereunder, the date and
amount of each repayment of principal and interest, and the Maturity Date of
each Loan. Entries made in such internal records reflecting said information as
to all Loans shall constitute prima facie evidence of the transactions
represented by such entries provided, however, that the failure by the Bank to
make an entry in such records shall not limit or otherwise affect the obligation
of the Borrower hereunder to make payment of the principal amount and interest
accrued thereon.
This is one of the "Note(s)" referred to in the Agreement. This Note
incorporates by this reference the provisions of said Agreement, including the
provisions for payment dates of interest, acceleration of indebtedness, and
payment of expenses and attorney fees.
This Note shall be governed by, and construed in accordance with the
laws of the State of New York.
The Borrower hereby waives all defenses to enforcement of, and
collection upon, this Note, including lack of presentment, protest, and all
notices.
By:____________________ By:_____________________
Title:__________________ Title:__________________
9
<PAGE>
BORROWING AND PAYMENT SCHEDULE
<TABLE>
<CAPTION>
Princip. Date and
Loan Amount Maturity Amount of Interest Notation
Date of Loan Date Repayment Rate Made by
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
</TABLE>
10
<PAGE>
Exhibit B-2
COMMERCIAL PAPER DEALER AGREEMENT
---------------------------------
THIS COMMERCIAL PAPER DEALER AGREEMENT is made as of ______ __, ____,
between ______________________, a corporation organized under the laws of the
State of ________ (the "Company"), and ___________________________________, a
corporation organized under the laws of the State of ________ ("Dealer").
1. SALE OF NOTES
-------------
(A) Subject to the terms and conditions of this Agreement, the Company
hereby appoints Dealer as, and Dealer hereby agrees to act as a dealer for the
Company in connection with the sale from time to time of short-term promissory
notes having maturities at the time of issuance of not more than 270 days (the
"Notes"). The Notes will not be registered under the Securities Act of 1933 (the
"Act") in reliance upon the exemption from registration provided by section
3(a)(3) of the Act, will be sold in minimum denominations of $100,000, will not
contain any conditions of redemption or right to prepay, will not be payable on
demand or contain any provisions for extension or renewal or automatic
"rollover" at the option of the holder, Dealer or the Company, and will be
issued pursuant to a depositary agreement between the Company and
__________________________________, acting as the Company's agent for the
purposes specified therein (the "Depositary Agreement").
(B) All purchases of Notes by Dealer from the Company shall be in
accordance with the custom and practice in the commercial paper market and
subject to the limitations prescribed herein. In accordance with such custom and
practice and subject to such limitations, the purchase of Notes by Dealer shall
be negotiated orally between Dealer and authorized representatives of the
Company at the time of each proposed sale of Notes. Such negotiation shall
determine the face and/or principal amounts, maturities and prices of, and the
discount rate and/or interest rate applicable to, the Notes to be sold to Dealer
by the Company.
(C) While (i) the Company has, and shall have, no obligation to sell Notes
and (ii) Dealer has, and shall have, no obligation to purchase Notes, the
parties hereto agree that any purchase of Notes by Dealer will be made in
reliance on the representations, warranties and agreements of the Company
contained herein and on the terms and conditions and in the manner provided
herein and in the Depositary Agreement.
(D) In connection with each purchase of a Note by Dealer, Dealer will make
payment for such Note on the date of issue thereof in immediately available
Federal Funds in accordance with the Company's instructions.
(E) Unless and until the Company shall instruct Dealer otherwise, Dealer
shall give or convey on behalf of the Company any Issuance Instructions, as
defined in the Depositary Agreement, specifying issue date, maturity date,
maturity amount, face amount and payee of each Note purchased by Dealer and
instructions for the delivery of each such Note. Dealer may initiate Issuance
Instructions electronically.
<PAGE>
2. REPRESENTATIONS AND WARRANTIES
------------------------------
(A) The Company represents and warrants to Dealer as follows:
(i) The Company is a corporation duly organized and validly existing
under the laws of the State of ________.
(ii) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement, the
Depositary Agreement and the Notes.
(iii) The execution, delivery and performance by the Company of this
Agreement, the Depositary Agreement and the Notes have been duly authorized
by all necessary corporate and other action on the part of the Company and
do not and will not (a) violate any provision of any law, rule or
regulation having applicability to the Company, or of any order, writ,
judgment, decree, determination or award currently in effect having
applicability to the Company or of the charter or by-laws of the Company or
(b) result in a breach of or constitute a default under any other indenture
or loan or credit agreement, or any other agreement or instrument, to which
the Company is a party or by which the Company or its properties may be
bound or affected.
(iv) This Agreement and the Depositary Agreement each constitute, and
each Note, when authenticated and issued pursuant to the Depositary
Agreement, will constitute, the legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency and
other similar laws affecting the enforcement of creditors' rights
generally.
(v) The Notes are exempt from registration under the Act.
(vi) The information contained in the most recent Form 10-K filed by
the Company with the Securities and Exchange Commission, as well as
all quarterly reports on Form 10-Q and each report on Form 8-K (if any) so
filed subsequent thereto is accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.
(vii) The rating of the Notes are __ by Moody's Investors Service,
Inc. and __ by Standard & Poor's Corporation.
(B) Dealer represents and warrants to the Company as follows:
(i) Dealer is a corporation duly organized and validly existing under
the laws of the State of ________.
-2-
<PAGE>
(ii) Dealer has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement.
(iii) Assuming that the representations and the warranties of the
Company in respect of Notes are true and correct, the purchase of Notes by
Dealer on the terms and conditions and in the manner provided herein will
not violate any provision of any law, rule or regulation applicable to
Dealer, including, but not limited to, Section 20 of the Glass-Steagall
Act, 12 U.S.C. Sec. 377.
(iv) This Agreement constitutes the legal, valid and binding
obligations of Dealer enforceable against Dealer in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency and
other similar laws affecting the enforcement of creditors' rights
generally.
(C) Each purchase by Dealer from the Company of any Notes shall be deemed
to be a confirmation to Dealer that all of the representations and warranties of
the Company contained in Section 2(A) are true on and as of the date of such
purchase.
(D) Each purchase by Dealer from the Company of any Notes shall be deemed
to be a confirmation to the Company that all of the representations and
warranties of Dealer contained in Section 2(B) are true on and as of the date of
such purchase.
3. OFFERING CIRCULAR
-----------------
(A) Dealer shall prepare, subject to review and approval by the Company,
an initial commercial paper offering circular ("Offering Circular") for
distribution to purchasers and prospective purchasers of Notes. The Company
shall furnish Dealer with such number of copies of the documents incorporated in
the Offering Circular by reference as Dealer shall reasonably request. The
Company authorizes Dealer to distribute the Offering Circular as Dealer shall
see fit.
(B) For purposes of this Agreement, the term "Offering Circular" shall mean
the initial Offering Circular distributed by Dealer, as the same may be amended
from time to time with the prior approval of the Company, together with all
documents incorporated therein by reference, which shall include (but shall not
necessarily be limited to) the most recent Annual Report of the Company on Form
10-K filed by the Company with the Securities and Exchange Commission, as well
as each Quarterly Report of the Company on Form 10-Q and each report on Form 8-K
(if any) so filed subsequent thereto. The Company shall, as soon as practicable
after the first publication of each document referred to in the immediately
preceding sentence deliver to Dealer copies thereof in such numbers as First
Chicago may reasonably request.
-3-
<PAGE>
(C) Whenever there shall occur any change in the financial condition of
the Company, or any other development or occurrence in relation to the Company,
that would be material to potential Note purchasers, the Company will promptly
notify First Chicago thereof.
4. INDEMNIFICATION
---------------
The Company agrees to indemnify and hold harmless Dealer and its affiliates
and each of the officers, directors, employees and agents of First Chicago or
its affiliates, and each person who controls Dealer or such affiliate within the
meaning of the Act or the Securities Exchange Act of 1934 (the "Exchange Act")
against any and all losses, claims, damages, liabilities or expenses, joint or
several, to which Dealer or any of them may become subject, under the Act, the
Exchange Act, or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in an
Annual Report of the Company on Form 10-K filed by the Company with the
Securities and Exchange Commission, any Quarterly Report of the Company on Form
10-Q or any report on Form 8-K (if any) so filed incorporated in an Offering
Circular by reference, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or the Company's application of the proceeds of the
Notes, or any breach of its agreements contained in this Agreement, and the
Company agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, damage, liability, expense, or action. The indemnity
provided in this Section shall survive any termination of this Agreement and the
delivery of any payment for the Notes.
5. MISCELLANEOUS
-------------
(A) The sale of Notes hereunder shall be subject to the fulfillment prior
to the transmission of the Offering Circular to any prospective purchaser of
Notes, of the conditions precedent that Dealer shall have received the following
documents:
(i) A certified copy of a resolution adopted by the board of directors
of the Company authorizing the issuance of the Notes and covering such
other matters as Dealer may reasonably request in writing;
(ii) A certificate of incumbency from the Secretary or an Assistant
Secretary of the Company identifying those officers authorized to sign the
Notes and containing their true signatures;
(iii) An opinion of counsel in form and substance acceptable to Dealer
(a) stating that the offer and sale of the Notes are exempt from
registration pursuant to Section 3(a)(3) of the Act, and (b) covering such
other matters as Dealer may reasonably request in writing; and
-4-
<PAGE>
(iv) Such other documents as Dealer may reasonably request in
writing.
(B) The arrangements between the Company and Dealer relating to the Notes
as contemplated hereby may be terminated by the Company or Dealer at any time
upon written notice by either party; provided, however, that if in Dealer's
reasonable judgment, there has occurred a material adverse change in he
business, financial position, results of operations or prospects of the Company,
Dealer may suspend at any time its activities in acting as dealer for the Notes
and shall incur no liability to the Company on account of such suspension.
(C) The Company agrees to reimburse Dealer for all costs and expenses
(including without limitation reasonable attorney's fees) incurred by Dealer in
connection with the preparation, execution, delivery, amendment, modification
and enforcement of this Agreement.
(D) Except as otherwise specified herein, all notices, requests, demands or
other communications to or upon the respective parties hereto shall be deemed to
have been duly given or made when delivered to the party to which such notice,
request, demand or other communication is required or permitted to be given or
made under this Agreement, addressed to such party at its address set forth
opposite its signature below, or at such other address as either party hereto
may hereafter notify the other in writing.
(E) This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto;
provided, however, that neither the Company nor Dealer may assign or transfer
any of its rights or obligations hereunder without the prior written consent of
the other. This Agreement may not be amended or changed without the written
consent of both parties hereto. No waiver of any provision of this Agreement
shall be effective unless signed by the party to be bound.
(F) This Agreement and the rights and obligations of the parties hereunder
shall be construed in accordance with and be governed by the laws of the State
of ________.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
Address COMPANY
- -------
By /s/
------------------------------------
Title Treasurer
-----------------------------
Telefax:
-5-
<PAGE>
DEALER
By /s/
------------------------------------
Title
-----------------------------
-6-
<PAGE>
Exhibit B-2
FORM OF COMMERCIAL PAPER MASTER NOTE
- ------------------------
(Date of Issuance)
_________________________________________ (the "Issuer"), a corporation
organized and existing under the laws of the State of ____________, for value
received, hereby promises to pay to ____________ or registered assigns on the
maturity date of each obligation identified on the records of the Issuer (which
records are maintained by _______________ [the "Paying Agent"]) the principal
amount for each such obligation. Payment shall be made by wire transfer to the
registered owner from the Paying Agent without the necessity of presentation and
surrender of this Master Note.
This Master Note is a valid and binding obligation of the Issuer.
__________________________________ __________________________________
(As Guarantor) (As Issuer)
By:_______________________________ By:_______________________________
(Authorized Officer's Signature) (Authorized Officer's Signature)
__________________________________ __________________________________
(Print Name and Title) (Print Name and Title)
<PAGE>
-2-
At the request of the registered owner, the Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each obligation
evidenced by the Master Note. As of the date any such note certificate or
certificates are issued, the obligations which are evidenced thereby shall no
longer be evidenced by this Master Note.
- --------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto
- --------------------------------------------------------------
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________________________________
Attorney to transfer said Master Note on the books of the Issuer with full power
of substitution in the premises.
Dated: ----------------------------
Signature
Signature(s) Guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name as written upon the face of
this Master Note, in every particu-
lar, without alteration or enlarge-
ment or any change whatsoever.
<PAGE>
-3-
- --------------------------------------------------------------------------------
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
<PAGE>
EXHIBIT B-3
[Form of Underwriting Agreement for Common Stock]
__________ Shares
AMEREN CORPORATION
Common Stock
Par Value $.01 Per Share
UNDERWRITING AGREEMENT
----------------------
_________, 199__
[Underwriter Representatives]
As Representative of the several
Underwriters named in
Schedule II hereto
Dear Sirs:
Ameren Corporation , a Missouri corporation (the "Company"), confirms its
agreement with you and each of the other underwriters named in Schedule II
hereto (the "Underwriters"), for whom you (the "Representatives") are acting as
representatives, with respect to the sale by the Company and the purchase by the
Underwriters of ____________ shares of the Company's Common Stock, par value
$.01 per share, described in Schedule I hereto (the "Stock"). If the firm or
firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and "Representatives," as used
herein, shall each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company represents and warrants
------------------------------
to, and agrees with, each Underwriter as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) The Company meets the requirements for the use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement (the file number
of which is set forth in Schedule I hereto) on such Form, including a Basic
Prospectus, for registration under the Act of the offering and sale of up to
$______________ offering amount of securities, including the Stock. The
<PAGE>
Company may have filed one or more amendments thereto, and may have used a
Preliminary Prospectus, each of which has previously been furnished to you. Such
registration statement, as so amended, has become effective. The offering of the
Stock is a Delayed Offering and, although the Basic Prospectus may not include
all the information with respect to the Stock and the offering thereof required
by the Act and the rules thereunder to be included in the Final Prospectus, the
Basic Prospectus includes all such information required by the Act and the rules
thereunder to be included therein as of the Effective Date. The Company will
next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final
supplement to the form of prospectus included in such registration statement
relating to the Stock and the offering thereof. As filed, such final prospectus
supplement shall include all required information with respect to the Stock and
the offering thereof and, except to the extent the Representatives shall agree
in writing to a modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the extent not completed at
the Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the Basic Prospectus and any Preliminary
Prospectus) as the Company has advised you, prior to the Execution Time, will be
included or made therein.
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed in accordance with Rule 424(b) and
on the Closing Date, the Final Prospectus (and any supplement thereto),
including in each case the documents then deemed to be incorporated by reference
therein, will comply in all material respects with the applicable requirements
of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the
respective rules thereunder; on the Effective Date, the Registration Statement
did not or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and, on the Effective Date, the
Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and
on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the
Final Prospectus (together with any supplement thereto) will not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company makes
no representations or warranties as to the information contained in or omitted
from the Registration Statement or the Final Prospectus (or any supplement
thereto) in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the
Representatives specifically for inclusion in the Registration Statement or the
Final Prospectus (or any supplement thereto).
(c) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean the later of
the date that the Registration Statement initially became effective, each date
that any post-effective amendment or amendments thereto became or become
effective or the date of the filing of the Company's most recent Annual Report
on Form 10-K. "Execution Time" shall mean the date and time that this Agreement
is executed and delivered by the parties hereto. "Basic Prospectus" shall mean
the prospectus referred to in paragraph (a) above contained in the Registration
Statement at the Effective Date. "Preliminary Prospectus" shall mean any
preliminary prospectus supplement to the Basic Prospectus which describes the
Stock and the offering thereof and is used prior to filing of the Final
Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to
the Stock that is first filed pursuant to Rule 424(b) after the Execution Time,
together with the Basic
2
<PAGE>
Prospectus. "Registration Statement" shall mean the registration statement
referred to in paragraph (a) above, including incorporated documents, exhibits
and financial statements, as amended at the Execution Time and, in the event any
post effective amendment thereto becomes effective prior to the Closing Date (as
hereinafter defined), shall also mean such registration statement as so amended.
"Rule 415," "Rule 424," and "Regulation S-K" refer to such rules or regulation
under the Act. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend," "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, any
Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of the Basic Prospectus,
any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference. A "Delayed Offering" shall mean an
offering of securities pursuant to Rule 415 which does not commence promptly
after the effective date of a registration statement, with the result that only
information required pursuant to Rule 415 need be included in such registration
statement at the effective date thereof with respect to the securities so
offered.
2. Purchase and Sale. Subject to the terms and conditions and in reliance
-----------------
upon the representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto, the number of shares of the Stock set forth opposite such
Underwriter's name in Schedule II hereto. The Company agrees to pay to the
Representatives for the respective accounts of the several Underwriters as
compensation for the commitments and services contemplated by this Agreement the
underwriting commission set forth in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Stock shall be
--------------------
made on the date and at the time specified in Schedule I hereto (or such later
date not later than five business days after such specified date as the
Representatives shall designate), which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section
8 hereof (such date and time of delivery and payment for the Stock being herein
called the "Closing Date"). Delivery of the Stock shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price therefor, as shown on Schedule I hereto, to or upon the order of the
Company by wire transfer or certified or official bank check or checks drawn on
or by a New York Clearing House bank and payable in immediately available funds.
Delivery of the Stock shall be made at such location as the Representatives
shall reasonably designate at least one business day in advance of the Closing
Date and payment for the Stock shall be made at the office specified in Schedule
I hereto. Certificates for the Stock shall be registered in such names and in
such denominations as the Representatives may request not less than two full
business days in advance of the Closing Date.
3
<PAGE>
The Company agrees to have the Stock available for inspection, checking and
packaging by the Representatives in New York, New York, not later than 1:00
P.M., New York City time, on the business day prior to the Closing Date.
4. Covenants of the Company. The Company covenants with each Underwriter
------------------------
that:
(a). The Company will use its best efforts to cause any post-effective
amendment to the Registration Statement, if not effective at the Execution
Time, to become effective. Prior to the termination of the offering of the
Stock, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Prospectus) to the Basic Prospectus (other than a prospectus supplement
relating solely to an offering of the Company's Common Stock other than the
Stock) unless the Company has furnished you a copy for your review prior to
filing and will not file any such proposed amendment or supplement to which
you reasonably object. Subject to the foregoing sentence, the Company will
cause the Final Prospectus, properly completed, and any supplement thereto
to be filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Company will
promptly advise the Representatives (i) when any post-effective amendment
to the Registration Statement, if not effective at the Execution Time,
shall have become effective; (ii) when the Final Prospectus, and any
supplement thereto, shall have been filed with the Commission pursuant to
Rule 424(b); (iii) when, prior to termination of the offering of the Stock,
any amendment to the Registration Statement shall have been filed or become
effective; (iv) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Final Prospectus or for any
additional information; (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose; and (vi) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Stock for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Stock is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such
compliance.
(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earnings statement or
statements of the
4
<PAGE>
Company which will satisfy the provisions of Section 11(a) of the Act and
Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Prospectus and the Final Prospectus and any supplement thereto
as the Representatives may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to the
offering.
(e) The Company will cooperate in good faith with the Representatives
in qualifying the Stock for offer and sale under the laws of such
jurisdictions as the Representatives may designate, will maintain such
qualifications in effect so long as required for the distribution of the
Stock, and will arrange for the determination of the legality of the Stock
for purchase by institutional investors.
(f) Until the business date set forth on Schedule I hereto, the
Company will not, without the consent of the Representatives, offer, sell
or contract to sell, or otherwise dispose of, by public offering, or
announce the public offering of, any of the Company's Common Stock other
than the Stock.
5. Conditions to the Obligations of the Underwriters. The obligations of
-------------------------------------------------
the Underwriters to purchase the Stock shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time and the Closing Date, to the accuracy of the statements of
the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions:
(a) The Final Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required by Rule 424(b); and
no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company shall have furnished to the Representatives the
opinion of General Counsel of the Company, dated the Closing Date, to the
effect that:
(i) the Company is a corporation duly organized and validly
existing and in good standing under the laws of Missouri and has due
corporate power and authority to own its properties and conduct its
business as described in the Final Prospectus and is duly qualified to
conduct the businesses in which it is engaged in those States in which
it is required to be so qualified;
(ii) each significant subsidiary Company within the meaning of
Rule 1-02 of Regulation S-X under the Exchange Act (a "Subsidiary") is
a corporation duly organized and validly existing and in good standing
under its jurisdiction of incorporation and has due corporate power
and authority to own its properties and
5
<PAGE>
conduct its business as described in the Final Prospectus and is duly
qualified to conduct the business in which it is engaged in those
states in which it is required to be so qualified;
(iii) the Company's authorized equity capitalization is as set
forth in the Final Prospectus;
(iv) the Stock has been duly and validly authorized, and, when
issued and delivered to and paid for by the Underwriters pursuant to
this Agreement, will be validly issued, fully paid and nonassessable;
and the certific ates for the Stock are in valid and sufficient form;
(v) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving the
Company or any of its Subsidiaries of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Final Prospectus, and there is no franchise, contract
or other document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the
statements included or incorporated in the Final Prospectus describing
any legal proceedings or material contracts or agreements relating to
the Company or any of its Subsidiaries fairly summarize such matters;
(vi) the Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any Preliminary
Prospectus and the Final Prospectus, and any supplements thereto,
pursuant to Rule 424(b) has been made in the manner and within the
time period required by Rule 424(b); to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Final Prospectus, including the documents deemed to
be incorporated by reference therein, (other than the financial
statements and other financial and statistical information contained
therein as to which such counsel need express no opinion) comply as to
form in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder; and such
counsel has no reason to believe that at the Effective Date the
Registration Statement contained any untrue statement of a material
fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or
that at the time first filed pursuant to Rule 424(b) and at the
Closing Date the Final Prospectus included or includes any untrue
statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
6
<PAGE>
(vii) the Company has full power and authority to execute this
Agreement and this Agreement has been duly authorized, executed and
delivered by the Company ;
(viii) the Commission has duly authorized the issue and sale of
the Stock under the Public Utility Holding company Act of 1935, as
amended (the "1935 Act"); such authorization is sufficient for the
issue and sale of the Stock and is in full force and effect; no other
approval or consent of or filing with any other governmental body
(other than in connection or compliance with the provisions of the
securities or "blue sky" laws of any jurisdiction, as to which such
counsel expresses no opinion), is legally required in connection with
the execution and delivery of this Agreement or the authorization,
issuance and sale of the Stock;
(ix) the execution and delivery of this Agreement and the
issuance and sale of the Stock, and the fulfillment of the terms
hereof and thereof by the Company, will not result in a breach of any
of the terms or provisions of, or constitute a default under any
provision of the articles of incorporation or by-laws of the Company
or any of its Subsidiaries or any indenture, mortgage, deed of trust
or other agreement or instrument, of which such counsel has knowledge,
to which the Company or any of its Subsidiaries is now a party or, to
the best of such counsel's knowledge, any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the
Company or any of its Subsidiaries or any of their respective
activities or properties;
(x) the Stock and the provisions of the Company's articles of
incorporation, as amended, conform in all material respects as to
legal matters to the statements concerning them contained in the Final
Prospectus under ["Description of New Common Stock" and "Description
of Offered Securities"];
(xi) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement; no
shareholders of the Company are entitled to preemptive or other
similar rights to subscribe for the Stock; and no vote or other
authorization of any shareholders of the Company is required to permit
the issuance and sale of the Stock; and
(xii) the franchises, permits and licenses under which the
Company and its Subsidiaries operates in the States of Missouri,
Illinois and Iowa are adequate to permit the Company and its
Subsidiaries to engage in the businesses which they presently conduct
in those States and do not contain any unduly burdensome provisions;
in those municipalities where the utility Subsidiaries of the Company
operate without franchises or where expired franchises have not been
renewed, the lack of such franchises does not materially affect such
Subsidiaries' operations in such municipalities and no actions or
proceedings are pending or, to such counsel's knowledge, threatened by
such municipalities which would materially affect such Subsidiaries'
operations in such municipalities.
7
<PAGE>
Such opinion shall also state that such counsel has no knowledge of any
litigation, pending or threatened, which challenges the validity of the Stock or
this Agreement, or which seeks to enjoin the performance of the Company's
obligations thereunder or which might have a material adverse effect on the
business, properties or financial condition of the Company or any of its
Subsidiaries except as disclosed in or contemplated by the Final Prospectus.
In rendering such opinion, such counsel may rely as to factual matters upon
certificates or written statements from others or other appropriate
representatives of the Company or upon certificates of public officials. In
such opinion, such counsel may state that while such counsel has examined the
Registration Statement and the Final Prospectus, such counsel necessarily
assumes the correctness and completeness of the statements made and information
included therein and takes no responsibility therefor, except insofar as such
statements relate to him and as set forth in paragraph (x) above.
Such counsel's opinion may further state that it is addressed to the
Underwriters and is rendered solely for their benefit and may not be relied upon
in any manner by any other person (other than Winthrop, Stimson, Putnam &
Roberts to the extent stated in its opinion to the Underwriters as of the
Closing Date) without such counsel's prior written consent.
(c) The Representatives shall have received from Winthrop, Stimson,
Putnam & Roberts, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Stock, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the President
and the principal financial or accounting officer of the Company, dated the
Closing Date, to the effect that the signers of such certificate have carefully
examined the Registration Statement, the Final Prospectus, any supplement to the
Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the respective dates as of which information is given
in the Registration Statement, there has not been any material adverse
change in the condition, financial or otherwise, of the Company and
its subsidiaries considered as one enterprise, or in the earnings,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising
8
<PAGE>
in the ordinary course of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of any supplement
thereto).
(e) At the Closing Date, Price Waterhouse shall have furnished to the
Representatives a letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives, confirming that they
are independent accountants within the meaning of the Act and the Exchange Act
and the respective applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion, the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on by
them comply in form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company; carrying out certain
specified procedures (but not an examination in accordance with
generally accepted auditing standards) which would not necessarily
reveal matters of significance with respect to the comments set forth
in such letter; a reading of the minutes of the meetings of the
stockholders, directors and principal committees of the Company; and
inquiries of certain officials of the Company who have responsibility
for financial and accounting matters of the Company as to transactions
and events subsequent to the date of the most recent audited financial
statements in or incorporated in the Final Prospectus, nothing came to
their attention which caused them to believe that:
(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final Prospectus do
not comply in form in all material respects with applicable accounting
requirements and with the published rules and regulations of the
Commission with respect to financial statements included or
incorporated in quarterly reports on Form 10-Q under the Exchange Act;
and said unaudited financial statements are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included or incorporated in the Registration Statement and the Final
Prospectus;
(2) with respect to the period subsequent to the date of the
most recent financial statements (other than any capsule information),
audited or unaudited, in or incorporated in the Registration Statement
and the Final Prospectus, there were any changes, at a specified date
not more than five business days prior to the date of the letter, in
the capital stock or the long-term debt of the Company as compared
with the amounts shown in the most recent financial statements
included or incorporated in the Registration Statement and the Final
Prospectus except in all instances changes which the Registration
Statement discloses have occurred or may occur or as may result from
the
9
<PAGE>
retirement of preferred stock to satisfy a mandatory sinking fund
requirement and the issuance of common stock pursuant to the Company's
Employee Stock Ownership Plan, or for the twelve-month period ended
not more than five days prior to the date hereof there were any
decreases in excess of 3%, as compared with the comparable information
for the twelve months ended as of the date of the most recent
financial statements referred to above, in consolidated operating
revenues, operating income, net income, earnings on common stock or
earnings per share of common stock, except in all instances for
decreases which the Registration Statement discloses have occurred or
may occur, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof unless said
explanation is not deemed necessary by the Representatives; or
(3) the amounts included in any unaudited "capsule"
information included or incorporated in the Registration Statement and
the Final Prospectus do not agree with the amounts set forth in the
unaudited financial statements for the same periods or were not
determined on a basis substantially consistent with that of the
corresponding amounts in the audited financial statements included or
incorporated in the Registration Statement and the Final Prospectus;
and
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company) set forth in the
Registration Statement and the Final Prospectus, including the
information included or incorporated in the Company's Annual Report on
Form 10-K, incorporated in the Registration Statement and the
Prospectus, and the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's Quarterly
Reports on Form 10-Q, incorporated in the Registration statement and
the Final Prospectus, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal
interpretation.
References to the Final Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
In addition, at the Execution Time, Price Waterhouse shall have furnished
to the Representatives a letter or letters, dated as of the Execution Time, in
form and substance satisfactory to the Representatives, to the effect set forth
above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been any change or decrease specified in the
letter or letters referred to in paragraph (e) of this Section 5 which is, in
the judgment of the Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of the Stock
as contemplated by the
10
<PAGE>
Registration Statement (exclusive of any amendment thereof) and the Final
Prospectus (exclusive of any supplement thereto).
(g) Subsequent to the Execution Time, there shall not have been
any decrease in the rating of any of the Company's securities by any "nationally
recognized statistical rating organization" (as defined for purpose of Rule
436(g) under the Act) or any notice given of any intended or potential decrease
in any such rating or of a possible change in any such rating that does not
indicate the direction of the possible change.
(h) The issuance and sale of the Stock as contemplated in this
Agreement and in the Final Prospectus shall have been duly authorized and
approved by order of the Commission under the 1935 Act, and such order shall be
in full force and effect at the Closing Date, and no authorization or approval
of any other governmental regulatory authority shall be required in connection
with the authorization, issuance and sale of the Stock by the Company.
(i) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as the
Representatives may reasonably request.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the sale of the Stock
----------------------------------------
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, because of
any termination pursuant to Section 9 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Stock.
7. Indemnification and Contribution.
--------------------------------
(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be
11
<PAGE>
stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus
or the Final Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, unless such
untrue statement or omission or such alleged untrue statement or
omission was made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives expressly for use in the Registration Statement (or
any amendment thereto) or any Preliminary Prospectus or the Final
Prospectus (or any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage and
expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including the fees
and disbursements of counsel chosen by you) reasonably incurred in
investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or
(ii) above.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section
7, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any Preliminary Prospectus or the Final Prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use in the Registration Statement (or any
amendment thereto) or such Preliminary Prospectus or the Final Prospectus (or
any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.
12
<PAGE>
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in subsections (a)
or (b) of this Section 7 is for any reason held to be unenforceable by the
indemnified parties although applicable in accordance with its terms, the
Company and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Company and one or more of the Underwriters
in such proportions as will reflect the relative benefits from the offering of
the Stock received by the Company on the one hand and by the Underwriters on the
other hand, provided that if the Stock is offered by Underwriters at an initial
public offering price set forth in a Prospectus Supplement, the relative
benefits shall be deemed to be such that the Underwriters shall be responsible
for that portion of the aggregate losses, liabilities, claims, damages and
expenses represented by the percentage that the underwriting discount appearing
in such Prospectus Supplement bears to the initial public offering price
appearing therein and the Company shall be responsible for the balance;
provided, however, that no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the Act shall have the same rights to contribution as
such Underwriter, and each director of the Company, each officer of the Company
who signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 the Act shall have the same rights to
contribution as the Company.
8. Default by an Underwriter. If any one or more Underwriters shall fail
-------------------------
to purchase and pay for any of the shares of the Stock agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the number of shares of the
Stock set forth opposite their names in Schedule II hereto bears to the
aggregate number of shares of the Stock set forth opposite the names of all the
remaining Underwriters) the Stock which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
-----------------
that the aggregate number of shares of the Stock which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate number of shares of the Stock set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Stock, and if such nondefaulting
Underwriters do not purchase all of the Stock, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event
of a default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. The Representatives may terminate this Agreement
-----------
immediately upon notice to the Company, at any time at or prior to the Closing
Date (i) if there has been, since the Execution Time or since the respective
dates as of which information is given in the Registration Statement, any
material adverse change in the condition, financial or otherwise, of
13
<PAGE>
the Company and its subsidiaries considered as one enterprise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business or (ii) if there has occurred any outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the judgment of
the Representatives, impracticable to market the Stock or to enforce contracts
for the sale of the Stock, or (iii) if trading in the Common Stock of the
Company has been suspended by the Commission or a national securities exchange,
or if trading generally on either the American Stock Exchange or the New York
Stock Exchange has been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities have been required, by
either of said exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either Federal,
Missouri or New York authorities.
10. Representations and Indemnities to Survive. The respective
------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and shall survive delivery of and payment for the Stock. The covenants set
forth in Section 4(c) and the provisions of Sections 6, 7 and 13 hereof and the
provisions of this Section 10 shall survive the termination or cancellation of
this Agreement.
11. Notices. All communications hereunder shall be in writing and
-------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed, to [Underwriter Representative Address]
--------------------------------------
, Attention: [Name & Title]; or, if sent to the Company, shall be mailed,
----------------
delivered or telegraphed and confirmed to it at 1901 Chouteau Avenue, Post
Office Box 149, St. Louis, Missouri 63166, Attention: General Counsel.
12. Successors. This Agreement shall inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and the directors and officers
referred to in Section 7, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained; this Agreement
and all conditions and provisions hereof being intended to be and being for the
sole and exclusive benefit of the parties hereto and their respective successors
and said controlling persons, directors and officers and for the benefit of no
other person, firm or corporation.
No purchaser of any Stock from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.
13. Applicable Law. This Agreement shall be governed by and construed in
--------------
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.
14
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and the several Underwriters.
Very truly yours,
AMEREN CORPORATION
By:_______________
Title:
CONFIRMED AND ACCEPTED
as of the date first above written.
[Underwriter Representatives]
By: [Underwriter Representative]
_______________________________________
By:
Title:
For themselves and the other several Underwriters,
if any, named in Schedule II to the foregoing Agreement.
15
<PAGE>
SCHEDULE I
Underwriting Agreement dated ___________, 199__
Registration Statement No. _________________
Representatives: [Underwriter Representatives]
Title: Common Stock, Par Value $.01 Per Share
Number of Shares: _____________
Purchase Price to the Company: $_______ per share
Underwriting commission: $_______ per share
Closing Date, Time and Location: 10:00 A.M., New York City time, on
____________, 199__, at the offices of
______________________________________
New York, New York, 10004
Date referred to in Section 4(f) after which the Company may offer or sell by
public offering its Common Stock other than the Stock without the consent of
the Representatives: _____________, 199__
<PAGE>
SCHEDULE II
Number
Underwriters of Shares
- ------------ to be Purchased
---------------
Total
<PAGE>
EXHIBIT F-1.1
AMEREN CORPORATION
1901 Chouteau Avenue
St. Louis, Missouri 63166
314-621-3222
November 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation
Form U-1 Application-Declaration
(File No. 70-9133)
Ladies and Gentlemen:
I refer to the Form U-1 Application, as amended (the "Application"),
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
filed with the Securities and Exchange Commission (the "Commission") by Ameren
Corporation ("Ameren"), a Missouri corporation, Ameren Services Company ("Ameren
Services"), a Missouri corporation and the companies to be Ameren's operating
subsidiaries Union Electric Company ("UE"), a Missouri corporation, Central
Illinois Public Service Company ("CIPS"), an Illinois corporation and Electric
Energy, Inc. ("EEI"), an Illinois corporation, Union Electric Development
Company ("UEDC"), a Missouri corporation and CIPSCO Investment Company ("CIPSCO
Investment"), an Illinois corporation, with respect to the proposed transactions
described therein ("Proposed Transactions"). Capitalized terms used in this
letter without definition have the meanings ascribed to such terms in the
Application.
The authorization requested in the Application 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.
<PAGE>
I have acted as counsel for Ameren in connection with the Application
and, as such counsel, I am familiar with the corporate proceedings taken by
Ameren, the Utility Subsidiaries and the Non-Utility Subsidiaries in connection
with the Proposed Transactions as described in the Application.
I have examined originals, or copies certified to my satisfaction, of
such corporate records of Ameren, the Utility Subsidiaries and the Non-Utility
Subsidiaries, certificates of public officials, certificates of officers and
representatives of such companies, and other documents as I have deemed it
necessary to examine as a basis for the opinions hereinafter expressed. In such
examination I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as copies. As to various
questions of fact material to such opinions I have, when relevant facts were not
independently established, relied upon certificates of officers of Ameren, the
Utility Subsidiaries and the Non-Utility Subsidiaries and other appropriate
persons and statements contained in the Application and the exhibits thereto.
The opinions expressed below are subject to the following further
assumptions and conditions:
a. The transactions contemplated by the Application-Declaration on Form
U-1, as amended (the "Merger U-1"), filed with the Commission by
Ameren (File No. 70-8945) shall have been authorized by the Commission
and shall have been consummated as described therein.
b. The Proposed Transactions shall have been duly authorized and approved
to the extent required by the governing documents and applicable law
state laws, by the Board of Directors of Ameren or the appropriate
Subsidiary and such authorization or approval shall remain in full
force and effect.
c. The Commission shall have duly entered an appropriate order or orders
with respect to the Proposed Transactions as described in the
Application granting and permitting the Application to become
effective under the Act and the rules and regulations thereunder and
the Proposed Transactions are consummated in accordance with the
Application.
d. Registration statements with respect to the shares of Ameren common
stock to be issued in connection with the Proposed Transactions shall
have become effective pursuant to the Securities Act of 1933, as
amended; no stop order shall have been entered with respect thereto;
and the issuance of securities in connection with the Proposed
Transactions shall have been consummated in compliance with the
Securities Act of 1933, as amended, and the rules and regulations
thereunder.
e. With respect to those Proposed Transactions occurring after Ameren
shall have become subject to registration pursuant to Section 5 of the
Act and the rules of the Commission thereunder, Ameren shall have duly
registered with the Commission
2
<PAGE>
as a holding company pursuant to Section 5 of the Act and the rules of
the Commission thereunder.
f. The parties shall have obtained all consents, waivers and releases, if
any, required for the Proposed Transactions under all applicable
governing corporate documents, contracts, agreements, debt
instruments, indentures, franchises, licenses and permits.
g. No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed herein.
h. The Proposed Transactions shall have been consummated as described in
the Application and under the supervision of the General Counsel of
Ameren Services Company acting for Ameren and Jones, Day, Reavis &
Pogue and all legal matters incident thereto shall be satisfactory to
each of us.
i. For purposes of this opinion, with respect to all matters governed by
the laws of Illinois, I have relied upon the opinion of even date of
Jones, Day, Reavis & Pogue, Chicago, Illinois, filed as an Exhibit to
the Application; provided that I have not so relied on Jones, Day,
Reavis & Pogue with respect to the due incorporation and valid
existence of EEI as set forth in paragraph 2 below.
Based upon the foregoing, and subject to the assumptions and
conditions set forth herein, and having regard to legal considerations which I
deem relevant, I am of the opinion that, in the event that the Proposed
Transactions are consummated in accordance with the Application:
1. All laws of the State of Missouri applicable to the Proposed
Transactions will have been complied with.
2. Each of Ameren, Ameren Services is validly organized and duly
existing under the laws of the State of Missouri. EEI is validly organized
and duly existing under the laws of the State of Illinois.
3. The shares of Ameren Common Stock to be issued in connection with
the Proposed Transactions will be validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in the Restated Articles of
Incorporation of Ameren.
4. The various debt instruments and guarantees to be issued by Ameren
and certain of the Subsidiaries as part of the Proposed Transactions
indicated above will be valid and binding obligations of Ameren and such
Subsidiaries in accordance with the terms of such instruments and
guarantees; and
3
<PAGE>
5. The consummation of the Proposed Transaction will not violate the
legal rights of the holders of any securities issued by Ameren, and
Subsidiary or any associate company of Ameren.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
William E. Jaudes
4
<PAGE>
EXHIBIT F-2.1
JONES, DAY, REAVIS & POGUE
77 West Wacker Drive
Suite 3500
Chicago, Illinois 60601-1692
312-782-3939
November 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation
Form U-1 Application-Declaration
(File No. 70-9133)
Ladies and Gentlemen:
We refer to the Form U-1 Application, as amended (the "Application"),
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
filed with the Securities and Exchange Commission (the "Commission") by Ameren
Corporation ("Ameren"), a Missouri corporation, Ameren Services Company ("Ameren
Services"), a Missouri corporation and the companies to be Ameren's operating
subsidiaries Union Electric Company ("UE"), a Missouri corporation, Central
Illinois Public Service Company ("CIPS"), an Illinois corporation and Electric
Energy, Inc. ("EEI"), an Illinois corporation, Union Electric Development
Company ("UEDC"), a Missouri corporation and CIPSCO Investment Company ("CIPSCO
Investment"), an Illinois corporation, with respect to the proposed transactions
described therein ("Proposed Transactions"). Capitalized terms used in this
letter without definition have the meanings ascribed to such terms in the
Application.
The authorization requested in the Application 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.
<PAGE>
We have acted as counsel for CIPS and CIPSCO Investment in connection
with the Application and, as such counsel, we are familiar with the corporate
proceedings taken by CIPS and CIPSCO Investment in connection with the Proposed
Transactions as described in the Application.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of CIPS and CIPSCO Investment, certificates of public
officials, certificates of officers and representatives of CIPS and CIPSCO
Investment, and other documents as we have deemed necessary to examine as a
basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies. As to various questions of fact material to
such opinions we have, when relevant facts were not independently established,
relied upon certificates of officers of CIPS and CIPSCO Investment and other
appropriate persons and statements contained in the Application and the exhibits
thereto.
The opinions expressed below are subject to the following further
assumptions and conditions:
a. The transactions contemplated by the Application-Declaration on Form
U-1, as amended (the "Merger U-1"), filed with the Commission by
Ameren (File No. 70-8945) shall have been authorized by the Commission
and shall have been consummated as described therein.
b. The Proposed Transactions shall have been duly authorized and approved
to the extent required by the governing documents and applicable state
laws, by the Board of Directors of Ameren or the appropriate
Subsidiary and such authorization or approval shall remain in full
force and effect.
c. The Commission shall have duly entered an appropriate order or orders
with respect to the Proposed Transactions as described in the
Application granting and permitting the Application to become
effective under the Act and the rules and regulations thereunder and
the Proposed Transactions are consummated in accordance with the
Application.
d. The Proposed Transactions shall have been consummated in compliance
with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
e. With respect to those Proposed Transactions occurring after Ameren
shall have become subject to registration pursuant to Section 5 of the
Act and the rules of the Commission thereunder, Ameren shall have duly
registered with the Commission as a holding company pursuant to
Section 5 of the Act and the rules of the Commission thereunder.
f. The parties shall have obtained all consents, waivers and releases, if
any, required for the Proposed Transactions under all applicable
governing corporate
2
<PAGE>
documents, contracts, agreements, debt instruments, indentures,
franchises, licenses and permits.
g. No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed herein.
h. The Proposed Transactions shall be consummated as described in the
Application and under the supervision of Jones, Day, Reavis & Pogue
and/or the General Counsel of Ameren and all legal matters incident
thereto shall be satisfactory to such counsel.
Based upon the foregoing, but subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that, in
the event that the Proposed Transactions are consummated in accordance with the
Application:
1. All laws of the State of Illinois applicable to the Proposed
Transactions will have been complied with.
2. Each of CIPS and CIPSCO Investment is validly organized and duly
existing under the laws of the State of Illinois.
3. The various debt instruments and guarantees to be issued by CIPS
or CIPSCO Investment, respectively as part of the Proposed Transactions
indicated above will be valid and binding obligations of such corporation
in accordance with the terms of such instruments and guarantees; and
4. The consummation of the Proposed Transaction will not violate the
legal rights of the holders of any securities issued by CIPS or CIPSCO
Investment, respectively.
We hereby consent to the use of this opinion as an exhibit to the
Application.
Respectfully yours,
Jones, Day, Reavis & Pogue
3
<PAGE>
EXHIBIT G-1
AMEREN CORPORATION
UNAUDITED PRO FORMA COMBINED
FINANCIAL DATA SCHEDULE UT
(Thousands of Dollars Except Per Share Amounts)
Nine Months Ended September 30, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Caption Heading UE CIPSCO Adjustments Combined
--------------- -- ------ ----------- ---------
<S> <C> <C> <C> <C>
1 Total net utility plant 5,395,977 1,480,197 99,686 6,975,860
2 Other property and investments 119,333 116,008 0 235,341
3 Total current assets 532,002 188,443 61,337 781,782
4 Total deferred charges 37,003 28,295 (3,991) 61,307
5 Balancing amount for total assets 824,144 167,408 0 991,552
6 Total assets 6,908,459 1,980,351 157,032 9,045,842
7 Common stock 510,619 356,812 (866,059) 1,372
8 Capital surplus, paid in 716,879 0 866,059 1,582,938
9 Retained earnings 1,210,404 313,025 0 1,523,429
10 Total common stockholders equity 2,437,902 669,837 0 3,107,739
11 Preferred stock subject to mandatory
redemption 0 0 0 0
12 Preferred stock not subject to mandatory
redemption 155,197 80,000 0 235,197
13 Long term debt, net 1,721,951 570,433 115,556 2,407,940
14 Short term notes 7,000 0 0 7,000
15 Notes payable 0 0 0 0
16 Commercial paper 0 36,358 0 36,358
17 Long term debt-current portion 0 0 14,444 14,444
18 Preferred stock-current portion 0 0 0 0
19 Obligations under capital leases 84,801 0 0 84,801
20 Obligations under capital leases-current
portion 28,749 0 0 28,749
21 Balancing amount for capitalization and
liabilities 2,472,859 623,723 27,032 3,123,614
22 Total capitalization and liabilities 6,908,459 1,980,351 157,032 9,045,842
23 Gross operating revenue 1,811,566 649,435 138,361 2,599,362
24 Federal and state income taxes expense 187,023 34,898 5,814 227,735
25 Other operating expenses 1,236,226 522,023 116,332 1,874,581
26 Total operating expenses 1,423,249 556,921 122,146 2,102,316
27 Operating income (loss) 388,317 92,514 16,215 497,046
28 Other income (loss), net (2,936) (107) (8,703) (11,746)
29 Income before interest charges 385,381 92,407 7,512 485,300
30 Total interest charges 100,330 27,977 7,512 135,819
31 Net income 278,438 61,648 0 340,086
32 Preferred stock dividends 6,613 2,782 0 9,395
33 Earnings available for common stock 278,438 61,648 0 340,086
34 Common stock dividends 194,546 53,830 13,019 261,395
35 Total annual interest charges on all bonds* 0 0 0 0
36 Cash flow from operations 531,763 64,662 29,748 626,173
37 Earnings per share-primary $2.73 $1.81 0 $2.48
38 Earnings per share-fully diluted $2.73 $1.81 0 $2.48
</TABLE>
*Required on fiscal year-end only
