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AS FILED
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File No. 70-09177
As filed with the Securities and Exchange Commission on April 24, 1998.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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AMENDMENT NO. 1
TO
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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(Names of companies filing this statement
and addresses of principal executive offices)
Ameren Corporation
Ameren Services Company
1901 Chouteau Avenue
St. Louis, Mo. 63103
(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 Declaration to:
William J. Niehoff William J. Harmon
Ameren Services Company Jones, Day, Reavis & Pogue
1901 Chouteau Avenue 77 West Wacker, Suite 3500
P.O. Box 66149, MC 1310 Chicago, IL 60601-1692
St. Louis, MO 63166-6149
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Item 1. Description of Proposed Transaction
A. Background
Ameren Corporation ("Ameren") became the holding company for Union Electric
Company ("UE"), Union Electric Development Corporation ("UEDC"), Central
Illinois Public Service Company ("CIPS"), CIPSCO Investment Company ("CIC") and
Ameren Services Company ("Ameren Services") effective December 31, 1997. Ameren
also indirectly owns 60% of the common stock of Electric Energy Incorporated
("EEI"). The transaction giving rise to this structure was approved by the
Commission in HCAR No. 35-26809 (December 30, 1997).
Subject to shareholder and regulatory approvals, Ameren has adopted the
Ameren Corporation Long-Term Incentive Plan of 1998, a stock compensation plan
("Ameren LTIP"). Ameren will submit the Ameren LTIP to shareholders for approval
at its 1998 Annual Meeting of Shareholders scheduled for April 28, 1998.
Ameren and Ameren Services seek approvals herein under Sections 6(a), 7, 9,
10 and 12(e) of the Public Utility Holding Company Act of 1935, as amended (the
"Act").
B. Ameren Common Stock for Ameren LTIP.
Approval is sought for the issuance by Ameren (and/or the acquisition by or
on behalf of Ameren in open market transactions) of up to 4 million shares of
Ameren Common Stock, $.01 par value ("Common Stock") over the period ending five
years after the date of the Commission's approving order in this docket, for
purposes of awards under the Ameren LTIP. These shares will be in addition to
the shares of Ameren Common Stock proposed to be issued or acquired for other
benefit plans and the dividend reinvestment plan as approved in HCAR No.
35-26809.
Any shares of Ameren Common Stock used to fund the Ameren LTIP may be, at
the discretion of Ameren, authorized but unissued shares, treasury shares or
shares purchased on the open market by an independent plan administrator or
agent. The decision as to whether shares are to be purchased directly from
Ameren, or in the open market or in privately negotiated transactions, will be
based on Ameren's need for common equity and any other factors considered by
Ameren to be relevant. Any determination by Ameren to alter the manner in which
shares will be purchased for the Ameren LTIP, and implementation of any such
change, will comply with applicable law and Commission rules, regulations and
interpretations under the Act then in effect.
Net proceeds from new issue or treasury shares of Ameren Common Stock
received by Ameren will be added to Ameren's general funds to be available for
general corporate purposes. Ameren will not receive any proceeds from shares
acquired in the open market or in privately negotiated transactions.
Ameren will not use any proceeds from any new issue or treasury shares to
acquire the securities of or any interest in any exempt wholesale generator or
foreign utility companies (as those terms are defined in Sections 32(e) and
33(a) of the Act), until such time as such use shall
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be approved by regulation or order of the Commission, to the extent such
approval is required under the Act.
C. Solicitation of Proxies
Ameren intents to submit the Ameren LTIP to the holders of its outstanding
Common Stock for consideration and action at the Annual Meeting to be held April
28, 1998. The form of proxy materials to be mailed to Ameren's shareholders in
connection with the Annual Meeting are included herewith as Exhibits H-1 to H-2.
Ameren and/or Ameren Services will mail the proxy materials to Ameren common
shareholders on or about March 20, 1998. Accordingly, in order to accommodate
this schedule and to permit sufficient time for advance preparation and
printing, Ameren requests that the Commission issue an order by not later than
March 9, 1998 permitting Ameren to solicit proxies with respect to the Ameren
LTIP. (See HCAR 35-26837)
D. Description of Ameren LTIP.
The purpose of the Ameren LTIP is to give Ameren and its subsidiaries and
other affiliates (as defined in the Ameren LTIP) a competitive advantage in
attracting, retaining and motivating officers, employees and directors by
providing for the awarding of incentives linked to the profitability of Ameren
and its businesses and to increases in shareholder value.
The Ameren LTIP will be administered by the Human Resources Committee of
the Ameren Board of Directors (the "Committee"). The Committee will determine
the officers and employees eligible to receive awards and the amount of any
award. The Committee will interpret the Ameren LTIP and can adopt rules deemed
appropriate. No Ameren LTIP awards may be made to Committee members, except by
action of the full Board of Directors.
The maximum 4,000,000 shares of Ameren Common Stock reserved for the Ameren
LTIP is subject to appropriate adjustment by the Committee to prevent dilution
or enlargement of the rights of Ameren LTIP participants. The maximum number of
shares which may be granted through options or stock appreciation rights to any
participant in a calendar year is 200,000 shares.
The following awards may be granted under the Ameren LTIP. No grant shall
be exercisable or payable before approval of Ameren shareholders and the
Commission hereunder have been obtained and all grants made prior to said
approvals are contingent upon said approvals.
A. Performance Units - rights, which may be payable in cash, shares of
Common Stock, other awards or other property, which is contingent on the
achievement of performance goals set by the Committee.
B. Restricted Stock - rights to receive shares of Common Stock awarded as
deter mined by the Committee, which shares will be subject to
transferability or other restrictions.
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C. Options - rights to purchase shares of Common Stock, or other awards or
property, at a specified price during a prescribed time period. The
exercise price for Common Stock will not be less than the fair market
value at the date of the grant. No option may provide for re-setting the
exercise price.
D. Stock Appreciation Rights - the right to receive a cash payment equal to
the excess of the fair market value of Common Stock on the date of
exercise over the grant price of the Stock Appreciation Right. The grant
price shall not be less than the fair market value of the Common Stock
on the date of the grant.
Consistent with the goals of the Ameren LTIP, the Committee may also grant other
awards based or related to the value of the Common Stock. The term of any option
or a stock appreciation right granted in tandem therewith may not exceed ten
years from the grant date. In the event of a change in control of Ameren, any
outstanding options and stock appreciation rights become fully exercisable, any
restrictions on outstanding Restricted Stock shall be deemed satisfied, and all
performance units shall be deemed earned and payable in full. Subject to
compliance with any then applicable requirement of the Act, the Ameren LTIP may
be revised by the Board of Directors of Ameren, but any such change may not
impair the rights of participants without their consent.
The Ameren LTIP is designed to comply with limits imposed by the Internal
Revenue Code of 1986, as amended (the "Code") on the ability of a public company
to claim tax deductions for compensation paid to certain highly compensated
executives. Section 162(m) of the Code generally denies a federal income tax
deduction for annual compensation exceeding $1,000,000 paid to the Chief
Executive Officer and the four other most highly compensated officers of a
public company. Certain types of compensation, including some performance-based
compensation, are generally excluded from this deduction limit. While Ameren
believes compensation payable pursuant to the Ameren LTIP will be deductible for
federal income tax purposes under most circumstances, compensation not qualified
under Section 162(m) of the Code may be payable under certain circumstances such
as death, disability and change in control (all as defined in the Ameren LTIP).
A full statement of the provisions of the Ameren LTIP is included in
Ameren's draft proxy statement (incorporated by reference as Exhibit H-1
hereto). Ameren's Form S-8 Registration Statement relating to the
Ameren LTIP is incorporated by reference as Exhibit G-1 hereto.
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Item 2. Fees, Commissions and Expenses
Estimated Legal Fees
and Expenses $ 15,000
Fees of Ameren Services 100,000
Printing and mailing of proxy
material and annual report; and
other costs associated with
Annual Meeting 1,100,000
Form S-8 registration fee 44,250
Estimated Miscellaneous
Expenses 5,750
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Total $1,265,000
Item 3. Applicable Statutory Provisions
Sections 6(a) and 7 of the Act are deemed to be applicable to the proposed
issuance of Common Stock and, to the extent shares are acquired in the open
market, Section 9(a)(2) and Section 10 are applicable. Section 12(e) of the Act
and Rules 62(d) and 65 are deemed applicable to the solicitation of proxies for
the Annual Meeting of Shareholders.
To the extent that the proposed transaction is considered by the
Commission to require authorization, approval or exemption under any section
of the Act or provision of the rules or regulations other than those
specifically referred to herein, request for such authorization, approval or
exemption is hereby made.
Item 4. Regulatory Approvals
No federal regulatory authority, other than the Securities and Exchange
Commission, has jurisdiction over the proposed transaction. No state
regulatory authority has jurisdiction over the proposed transaction.
Item 5. Procedure
Pursuant to the provisions of Rule 62, Ameren requests the Commission
to issue an Order permitting the Declaration to become effective on or
before March 9, 1998, with respect to the solicitation of proxies for the
holders of Ameren's Common Stock, in order to allow sufficient time for the
preparation, printing and timely mailing of proxy solicitation materials for
Ameren's upcoming Annual Meeting of Shareholders. The Commission is requested
to issue another Order permitting the Declaration to become effective on or
before April 28, 1998, with respect to the issuance or acquisition in the open
market of Ameren's Common Stock, $.01 par
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value, options therefor, stock appreciation rights, performance units,
performance shares and other stock-based compensation.
The Applicants hereby request that there be no hearing on this Declaration.
The Commission is respectfully requested to issue and publish the requisite
notice under Rule 23 with respect to the filing of this Declaration as soon as
possible. A form of Notice is filed herewith as Exhibit H-3 .
Without prejudice to its right to modify the same if a hearing should be
ordered on this Declaration, Ameren hereby makes the following specifications
required by paragraph (b) of Item 5 of Form U-1:
1. There should not be a recommended decision by a hearing officer or any
other responsible officer of the Commission.
2. The Division of Investment Management may assist in the preparation of
the Commission's decision and/or order.
3. There should not be a 30 day waiting period between issuance of the
Commission's order and the date on which the order is to become effective.
Item 6. Exhibits and Financial Statements
A. Exhibits
A-1 Restated Articles of Incorporation of Ameren
A-2 Ameren Corporation Long-Term Incentive Plan of 1998 (included as
Appendix A to Exhibit H-1, the draft Proxy Statement).
C-1 Form S-8 Registration Statement
F-1.1 Preliminary Opinion of William E. Jaudes, Esq.
F-1.2 "Past-tense" Opinion of William E. Jaudes, Esq.
G-1 Financial Data Schedule
H-1 Draft form of notice and Proxy Statement proposed to be furnished by
Ameren to holders of its common stock with respect to solicitation
of proxies.
H-2 Draft form of Proxy.
H-3 Proposed Form of Notice
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H-4 Ameren Corporation Annual Report on Form 10-K for the year ended
December 31, 1997 ("Ameren Form 10-K")
B. Financial Statements
FS-1 Ameren Consolidated Balance Sheet as of December 31, 1996 and 1997 and
Consolidated Statements of Income and Consolidated Statements of Cash
Flows and Consolidated Statements of Retained Earnings for the three
years ended December 31, 1997 (see Ameren Form 10-K (Exhibit H-4
hereto))
Item 7. Information as to Environmental Effects
None of the matters that are the subject of this Declaration involve a
"major federal action" nor do they "significantly affect the quality of the
human environment" as those terms are used in section 102(2)(C) of the National
Environmental Policy Act. The transaction that is the subject of this
Declaration will not result in changes in the operation of the company that will
have an impact on the environment. Ameren is not aware of any federal agency
that has prepared or is preparing an environmental impact statement with respect
to the transactions that are the subject of this Declaration.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, each of the undersigned companies have duly caused this Declaration, or
amendment thereto, to be signed on its behalf by the undersigned thereunto duly
authorized.
Ameren Corporation
Ameren Services Company
Date: April 24, 1998 By: /s/ James C. Thompson
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Name: James C. Thompson
Title: Secretary
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INDEX OF EXHIBITS
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<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
<S> <C> <C>
A-1 Restated Articles of Incorporation of By Reference
Ameren (Incorporated by reference to Annex
F to Ameren's Registration Statement on
Form S-4, Registration No. 33-64165)
A-2 Ameren Corporation Long-Term Incentive By Reference
Plan of 1998 (included as Appendix A to
Exhibit H-1 hereto).
C-1 Form S-8 Registration Statement (Incorporated By Reference
by reference, Registration No. 333-50793)
F-1.1 Preliminary Opinion of Counsel Previously filed
F-1.2 Final "Past Tense" Opinion of Counsel (To By Amendment
be filed by Amendment)
G-1 Financial Data Schedule (Incorporated by Previously filed
reference to Exhibits 27.1, 27.2 and 27.3 to
Form U-1, Docket 70-09133).
H-1 Draft form of notice and Proxy Statement Previously filed
proposed to be furnished by Ameren to
holders of its common stock with respect to
solicitation of proxies.
H-2 Draft form of Proxy. Previously filed
H-3 Proposed Form of Notice Previously filed
H-4 Ameren Corporation Annual Report on By Reference
Form 10-K for the year ended December 31,
1997 (File Number 01-14756, incorporated by
reference)
FS-1 Ameren Consolidated Balance Sheet as of By Reference
December 31, 1996 and 1997 and Consolidated
Statements of Income and Consolidated
Statements of Cash Flows and Consolidated
Statements of Retained Earnings for the three
years ended ended December 31, 1997 (see Ameren
Form 10-K (Exhibit H-4 hereto))
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