(As filed on December 29, 1998)
File No. 70-9383
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
APPLICATION OR DECLARATION
ON
FORM U-1/A
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Name of company or companies filing this statement
and address of principal executive offices)
Ameren Corporation
(Names of top registered holding company parent
of each applicant or declarant)
Steven R. Sullivan
Vice President and Secretary
Ameren Services Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
William J. Niehoff, Esq William T. Baker, Jr., Esq.
Ameren Services Company Thelen Reid & Priest LLP
1901 Chouteau Avenue 40 West 57th Street
P.O. Box 66149, MC 1310 New York, New York 10019-4097
St. Louis, Missouri 63166-6149
<PAGE>
The Application-Declaration on Form U-1 of Ameren
Corporation, heretofore filed in this proceeding with the
Securities and Exchange Commission via the EDGAR system on
October 14, 1998 (the "Form U-1"), is hereby amended in the
following respects:
1. Subsection "Distribution Date; Transfer of Rights" of
Section "III. DESCRIPTION OF RIGHTS TO PURCHASE PREFERRED STOCK"
of Item 1 is hereby deleted and replaced with the following:
"Distribution Date; Transfer of Rights
-------------------------------------
Until the earlier to occur of (i) the tenth day following
the date of a public announcement that any individual, firm,
corporation or other entity, including any successor of such
entity (each, a "Person"), or group of affiliated or associated
Persons (not including the Company, any subsidiary of the
Company, an employee benefit plan of the Company or of a
subsidiary of the Company or other entity holding Common Stock
for or pursuant to the terms of such plan) acquired, or obtained
the right to acquire, beneficial ownership of Common Stock
aggregating 15% or more of the then outstanding shares of Common
Stock (an "Acquiring Person") or (ii) the tenth day (or such
later date as may be determined by action of the Board prior to
the time any Person or group of affiliated Persons becomes an
Acquiring Person) after the date of commencement or announcement
of an intention to commence a tender offer or exchange offer the
consummation of which would result in such Person acquiring, or
obtaining the right to acquire or vote, beneficial ownership of
Common Stock aggregating 15% or more of the then outstanding
shares of Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Company's Common Stock certificates
outstanding as of the Record Date, by such Common Stock
certificates. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferable only in
connection with the transfer of Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Record
Date upon transfer or new issuance of the Common Stock will
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of
the Company's Common Stock certificates outstanding as of the
Record Date will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Company's Common Stock as of
the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on October 9,
2008, unless earlier redeemed or exchanged by the Company as
described below."
2. Paragraph (iii) of Section "IV. AUTHORIZATIONS SOUGHT"
of Item 1 of the Form U-1 is hereby deleted and replaced with the
following:
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<PAGE>
"(iii) the sale and issuance of Common Stock or Preferred
Stock upon exercise of the Rights;"
3. Paragraph (iv) of Section "IV. AUTHORIZATIONS SOUGHT"
of Item 1 of the Form U-1 is hereby deleted and replaced with the
following:
"(iv) the redemption of the Rights, and the issuance of
Common Stock or Preferred Stock in exchange for
the Rights; and"
4. Item 2 of Form U-1 is hereby deleted and replaced with
the following:
"ITEM 2. FEES, COMMISSIONS AND EXPENSES.
-------------------------------
It is estimated that the fees, commissions and expenses
ascertainable at this time to be incurred by Ameren in connection
with the proposed transactions will be as follows:
Rights Agent Fees $10,000
Outside Counsel's Fees & Advisor's Fees $100,000
Printing and Mailing Costs $25,000
Miscellaneous Expenses $5,000
=========
$140,000
5. Paragraph F of Section (a) of Item 6 of the Form U-1 is
hereby deleted and replaced with the following:
"F Opinion of counsel."
6. Paragraph G of Section (a) of Item 6 of the Form U-1 is
hereby deleted and replaced with the following:
"G Financial Data Schedule (incorporated by reference
to Exhibit 27 to Ameren's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998
(File No. 1-14756))."
7. Section (b) of Item 6 of the Form U-1 is hereby deleted
and replaced with the following:
"(b) Financial Statements
1 Balance Sheet of Ameren and subsidiaries as of
September 30, 1998 (incorporated by reference to
Ameren's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 (File No. 1-14756)).
-3-
<PAGE>
2 Statement of Income and surplus of Ameren and
subsidiaries (incorporated by reference to Ameren's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 1-14756))."
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Vice President
and Secretary
Date: December 29, 1998
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<PAGE>
Exhibit Index
-------------
Exhibit Description
------- ------------
F Opinion of counsel.
-6-
EXHIBIT F
[On Letterhead of Steven R. Sullivan, Esq.]
December 23, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation
Application-Declaration on Form U-1
SEC File Number 70-9383
-----------------------------------
Ladies and Gentlemen:
I have acted as counsel for Ameren Corporation, a
Missouri corporation ("Ameren"), in connection with its Form U-1
Application/Declaration (File No. 70-9383), as amended (the
"Declaration"), filed with the Securities and Exchange Commission
(the "Commission") with respect to the proposed transactions
described therein (the "Proposed Transactions"). In the
Declaration authority is requested for Ameren to implement a
shareholder rights plan (the "Plan") as described in the
Declaration and embodied in a Rights Agreement (the "Rights
Agreement") incorporated by reference thereto as Exhibit A-3 (the
"Rights Agreement").
In connection with this opinion, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of such records of Ameren and such other documents,
certificates and corporate or other records as I have deemed
necessary or appropriate as a basis for the opinions set forth
herein. In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity
of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such
copies.
The opinions expressed below in respect of the Proposed
Transactions are subject to the following assumptions and
conditions:
(a) The Board of Directors of Ameren shall have
adopted appropriate resolutions approving the terms of the
Preferred Stock and the required filing of the Certificate of
Designation with the Secretary of State of the State of Missouri
shall have been made.
(b) The Commission shall have duly entered an
appropriate order or orders with respect to the Proposed
Transactions as described in the Declaration granting and
permitting the Declaration to become effective under the Act and
the rules and regulations thereunder.
<PAGE>
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(c) The consummation of the Proposed Transactions
shall be conducted with my involvement and all legal matters
incident thereto shall be satisfactory to me.
Based on 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 the Proposed Transactions are consummated in
accordance with the Declaration:
1. No state commission has jurisdiction over the
Proposed Transactions;
2. Ameren is a corporation validly organized and duly
existing under the laws of the State of Missouri;
3. Upon issuance on the effective date of the Rights
dividend, the preferred share purchase rights (the "Rights") will
have been validly issued and the holders of the Rights will be
entitled to the rights and privileges appertaining thereto set
forth in the Rights Agreement;
4. The shares of preferred stock, $.01 par value per
share, when issued pursuant to the Plan will be validly issued,
fully paid and nonassessable, and the holders of such shares will
be entitled to the rights and privileges appertaining thereto set
forth in the certificate of incorporation of Ameren, as amended
by the Certificate of Designation;
5. The shares of common stock, par value $.01 per
share, when issued pursuant to the Plan will be validly issued,
fully paid and nonassessable, and the holders of such shares will
be entitled to the rights and privileges appertaining thereto set
forth in the certificate of incorporation of Ameren;
6. All state laws applicable to the Proposed
Transactions will have been complied with; however, I express no
opinion as to need to comply with state blue sky laws; and
7. The consummation of the Proposed Transactions will
not violate the legal rights of the holders of any securities
issued by Ameren or any associate company thereof.
I hereby consent to the use of this opinion in
connection with the Declaration.
Very truly yours,
/s/ Steven R. Sullivan
Steven R. Sullivan
