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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
Ameren Corporation )
) File No. 70-8945
(Public Utility Holding )
Company Act of 1935) )
CERTIFICATE OF NOTIFICATION
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This Certificate of Notification is filed by Ameren Corporation ("Ameren"),
a Missouri Corporation, in connection with the following transactions proposed
in Ameren's Form U-1, as amended (the "Application-Declaration"), and authorized
by Order of the Securities and Exchange Commission (the "Commission") dated
December 31, 1997 (the "Order"), in this file (Release No. 35-26809).
Capitalized terms used herein without definition have the meaning ascribed to
them in the Application-Declaration or the Merger Agreement. Ameren Corporation
hereby certifies pursuant to Rule 24:
i. That Ameren has acquired by means of merger all issued and outstanding
common stock of Union Electric Company ("UE") and Central Illinois Public
Service Company ("CIPS") and has indirectly acquired 60% of the outstanding
common stock of Electric Energy Inc. ("EEI").
ii. That Ameren has issued common stock pursuant to the Merger
Transactions as described in the Application-Declaration.
iii. That Ameren has acquired all outstanding voting securities of CIPSCO
Investment Company ("CIC") and Ameren Services Company ("Ameren Services").
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OPINION OF COUNSEL
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Filed herewith are copies of the final opinions of counsel indexed as
Exhibits F-1.2 and F-2.2 to the Application Declaration.
TRANSACTIONS
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The Transactions were consummated pursuant to the following steps:
1. On December 31, 1997, the articles of merger were duly and validly
filed with the Secretaries of State of Missouri and Illinois and certificates of
merger were issued thereby completing the mergers described above and in the
Application-Declaration.
2. The shares of Ameren Common Stock issued in connection with the
Transactions are validly issued, fully paid and nonassessable, with the holders
thereof entitled to the rights and privileges appertaining thereto as described
in the Restated Articles of Incorporation of Ameren. Each share of common stock
of UE outstanding prior to the mergers has been converted into one share of
Ameren Common Stock in connection with the Transaction and each share of common
stock of CIPSCO outstanding prior to the mergers has been converted into 1.03
shares of Ameren common stock.
3. Ameren has legally acquired (a) the shares of common stock of UE in
connection with the merger of Arch Merger with and into UE, (b) the shares of
common stock of CIPS as a result of the merger of CIPSCO with and into Ameren,
(c) the shares of CIC in connection with the merger of CIPSCO into Ameren and
(d) the shares of Ameren Services.
4. Ameren Services has entered into individual service agreements (in the
form appended to the Application-Declaration, as amended) with Ameren and
various of its direct and indirect subsidiaries.
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5. The transactions described in paragraphs 1 through 4 above have
carried out in accordance with the terms and conditions of, and for the purposes
requested in, the Application-Declaration, and in accordance with the terms and
conditions of the Order.
6. The Transactions relating to the dividend reinvestment and certain
employee plans will occur over five years as contemplated by the Application-
Declaration and the Order.
SIGNATURE
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Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
Ameren Corporation
By:______________________________________
William E. Jaudes
Vice President and General Counsel
Dated: January 9, 1998
3
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EXHIBIT INDEX
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Exhibit Transmission
Number Exhibit Method
1 Past Tense Opinion of William E. Electronic
Jaudes (Exhibit F-1.2 to the
Application-Declaration).
2 Past Tense Opinion of Jones, Day Electronic
(Exhibit F-2.2 to the Application-
Declaration).
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EXHIBIT F-1.2
AMEREN CORPORATION
1901 Chouteau Avenue
St. Louis, Missouri 63166
314-621-3222
January 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation
Form U-1 Application-Declaration
(File No. 70-8945)
Dear Sirs:
I refer to the Form U-1 Application/Declaration, 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.
Capitalized terms used in this letter without definition have the meanings
ascribed to such terms in the Application.
The Application seeks approvals relating to the business combination
transaction among Ameren, Union Electric Company ("UE") and CIPSCO Incorporated
("CIPSCO"), by which UE and Central Illinois Public Service Company ("CIPS")
became wholly owned subsidiaries of Ameren and Ameren acquired all of the issued
and outstanding common stock of UE and CIPS and acquired indirectly 60% of the
outstanding common stock of Electric Energy, Inc. ("EEI") (the "Merger
Transaction"). In the Application, Ameren also requested that the Commission
approve the following actions or transactions (which, together with the Merger
Transaction, are referred to as the "Transactions"):
(i) the establishment of Ameren Services Corp. ("Ameren Services") in
accordance with Rule 88 under the Act and the acquisition by Ameren
of all of the outstanding voting securities of Ameren Services;
(ii) the execution of the General Services Agreement;
(iii) the issuance of Ameren Common Stock in connection with the
Transaction;
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(iv) the issuance by Ameren (and/or the acquisition by or on behalf of
Ameren in open market transactions) of up to 15 million shares of
Ameren Common Stock, over the period ending five years after the
date of the Commission's approving order in this docket, for
purposes of certain employee benefit and dividend reinvestment
plans;
(v) the acquisition by Ameren of all of the outstanding voting
securities of CIPSCO Investment Company ("CIPSCO Investment"), which
serves as a holding company for certain nonutility investments;
(vi) the retention by Ameren of the gas properties of UE and CIPS and the
continued operation of UE and CIPS as combination utilities;
(vii) the retention by Ameren of the nonutility activities, businesses and
investments of UE and CIPSCO Investment; and
(viii) the continuation of all outstanding intrasystem debt, guaranties
and support agreements.
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, UE and CIPSCO in connection with the Transactions as described
in the Application.
I have examined originals, or copies certified to my satisfaction,
of such corporate records of Ameren, UE, CIPSCO, CIPS and CIPSCO Investment,
certificates of public officials, certificates of officers and representatives
of Ameren, UE, CIPSCO, CIPS and CIPSCO Investment, 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, UE, CIPSCO, 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
assumption that, with respect to those 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 and with respect to the Transactions described in
clause (iv) above, such transactions will be carried out as described in the
Application and the Commission's order permitting the Application to become
effective (Release No. 35-26809), and in compliance with the Restated Articles
of Incorporation of Ameren, the authorizations of the Board of Directors of
Ameren and applicable law.
2.
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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.
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 and UE is validly organized and duly existing
under the laws of the State of Missouri.
3. The shares of Ameren Common Stock issued in connection with the
proposed Transactions are 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. The shares of common stock of UE which were acquired by Ameren in
connection with the Transactions are validly issued, fully paid and
nonassessable, and Ameren, as the holder thereof, will be entitled to the
rights and privileges appertaining thereto set forth in the Restated
Articles of Incorporation of UE.
4. Ameren has legally acquired (a) all the outstanding shares of
common stock of UE in connection with the merger of Arch Merger with and
into UE, (b) all the outstanding shares of common stock of CIPS as a result
of the merger of CIPSCO with and into Ameren, and (c) all the shares of
CIPSCO Investment as a result of the merger of CIPSCO with and into
Ameren.
5. The consummation of the proposed Transaction will not violate the
legal rights of the holders of any securities issued by Ameren or any
associate company of Ameren.
6. The Transactions have been carried out in accordance with the
Application.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
William E. Jaudes
3.
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EXHIBIT F-2.2
JONES, DAY, REAVIS & POGUE
77 West Wacker Drive
Suite 3500
Chicago, Illinois 60601-1692
312-782-3939
January 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation
Form U-1 Application-Declaration
(File No. 70-8945)
Ladies and Gentlemen:
We refer to the Form U-1 Application/Declaration, 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.
Capitalized terms used in this letter without definition have the meanings
ascribed to such terms in the Application.
The Application seeks approvals relating to the business combination
transaction among Ameren, Union Electric Company ("UE") and CIPSCO Incorporated
("CIPSCO"), by which UE and Central Illinois Public Service Company ("CIPS")
became wholly owned subsidiaries of Ameren and Ameren acquired all of the issued
and outstanding common stock of UE and CIPS and acquired indirectly 60% of the
outstanding common stock of Electric Energy, Inc. ("EEI") (the "Merger
Transaction"). The Merger Transaction was consummated December 31, 1997 in
accordance with the Agreement and Plan of Merger dated August 11, 1995 (the
"Merger Agreement"). In the Application, Ameren also requested that the
Commission approve the following actions or transactions (which, together with
the Merger Transaction, are referred to as the "Transactions"):
(i) the establishment of Ameren Services Corp. ("Ameren Services") in
accordance with Rule 88 under the Act and the acquisition by Ameren of
all of the outstanding voting securities of Ameren Services;
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(ii) the execution of the General Services Agreement;
(iii) the issuance of Ameren Common Stock in connection with the
Transaction;
(iv) the issuance by Ameren (and/or the acquisition by or on behalf of
Ameren in open market transactions) of up to 15 million shares of
Ameren Common Stock, over the period ending five years after the
date of the Commission's approving order in this docket, for
purposes of certain employee benefit and dividend reinvestment
plans;
(v) the acquisition by Ameren of all of the outstanding voting
securities of CIPSCO Investment Company ("CIPSCO Investment"), which
serves as a holding company for certain nonutility investments;
(vi) the retention by Ameren of the gas properties of UE and CIPS and the
continued operation of UE and CIPS as combination utilities;
(vii) the retention by Ameren of the nonutility activities, businesses and
investments of UE and CIPSCO Investment; and
(viii) the continuation of all outstanding intrasystem debt, guaranties and
support agreements.
We have acted as counsel for CIPSCO in connection with the
Application and, as such counsel, we are familiar with the corporate proceedings
taken by Ameren, UE and CIPSCO in connection with the Transactions as described
in the Application.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of Ameren, UE, CIPSCO, CIPS and CIPSCO Investment,
certificates of public officials, certificates of officers and representatives
of Ameren, UE, CIPSCO, 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
Ameren, UE, CIPSCO, 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
assumption that, with respect to those 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 and with respect to the Transactions described in
clause (iv) above, such transactions will be carried out as described in the
Application and the Commission's order permitting the Application to become
effective (Release No. 35-26809), and
2.
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in compliance with the Restated Articles of Incorporation of Ameren, the
authorizations of the Board of Directors of Ameren and applicable law.
Based upon the foregoing, but subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:
1. All laws of the State of Illinois applicable to the Transactions
have been complied with.
2. CIPS is validly organized and duly existing under the laws of the
State of Illinois. The corporate existence of CIPSCO ceased as of the
Effective Time (as defined in the Merger Agreement).
3. The shares of common stock of CIPSCO converted into shares of
Ameren Common Stock in connection with the Merger Transaction were,
immediately prior to the Effective Time, validly issued, fully paid and
nonassessable. The shares of common stock of CIPS acquired by Ameren as a
result of the merger of CIPSCO into Ameren are validly issued, fully paid
and nonassessable, and Ameren, as the holder thereof, is entitled to the
rights and privileges appertaining thereto set forth in the Restated
Articles of Incorporation of CIPS.
4. The Transactions have been carried out in accordance with the
Application.
We hereby consent to the use of this opinion as an exhibit to the
Application.
Respectfully yours,
Jones, Day, Reavis & Pogue
3.
