File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-1
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APPLICATION DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Ameren Corporation Central Illinois Public
Union Electric Company Service Company
Ameren Services Company 607 East Adams
1901 Chouteau Avenue Springfield, Illinois 62953
St. Louis, Missouri 63103
(Names of companies filing this statement
and addresses of principal executive offices)
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Ameren Corporation
(Name of top registered holding company)
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Steven R. Sullivan, Vice President
Ameren Services Company
1901 Chouteau Avenue
P.O. Box 66149, MC 1310
St. Louis, Missouri 63103
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
William J. Niehoff William T. Baker, Jr.
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
St. Louis, Missouri 63103
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Item 1. Description of Proposed Transactions.
------------------------------------
This Application-Declaration is being jointly filed by:
(1) Ameren Corporation ("Ameren"), a Missouri corporation and a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"); (2) Union Electric
Company, d/b/a AmerenUE, a Missouri corporation and a utility
subsidiary of Ameren ("UE"); (3) Central Illinois Public Service
Company, d/b/a AmerenCIPS, an Illinois corporation and a utility
subsidiary of Ameren ("CIPS"); and (4) Ameren Services Company, a
Missouri corporation and a service company subsidiary of Ameren
("Ameren Services").
As more fully described herein, the applicants are
seeking authorization, through February 27, 2003, to establish
and participate in the Ameren Corporation System Utility Money
Pool (the "Utility Money Pool"). The specific terms and
provisions of the Utility Money Pool will be set forth in a
Utility Money Pool Agreement, the form of which is filed as
Exhibit B hereto. The applicants are proposing to establish the
Utility Money Pool in order to coordinate and provide for the
short-term cash and working capital requirements of UE, CIPS and
Ameren Services.
In accordance with the terms and provisions of the
Utility Money Pool Agreement, funds will be available from the
following sources for short-term loans to UE, CIPS and Ameren
Services, from time to time: (1) surplus funds in the treasuries
of UE, CIPS and Ameren Services, (2) surplus funds in the
treasury of Ameren, and (3) proceeds from bank borrowings and the
sale of commercial paper by Ameren, UE, CIPS and Ameren Services
("External Funds")<FN 1>. Funds will be made available from such
sources in such other order as Ameren Services, as administrator
of the Utility Money Pool, may determine would result in a lower
cost of borrowing, consistent with the individual borrowing needs
and financial standing of the companies providing funds to the
Utility Money Pool. The determination of whether a Utility Money
Pool participant at any time has surplus funds to lend to the
Utility Money Pool, or shall lend such funds to the Utility Money
Pool, will be made by such participant's Treasurer, or by a
designee thereof, on the basis of cash flow projections and other
relevant factors, in such participant's sole discretion.
Utility Money Pool participants that borrow will borrow
pro rata from each company that lends, in the proportion that the
total amount loaned by each such lending company bears to the
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1. By Order dated March 13, 1998 (File No. 70-09133),
(a) Ameren received Commission authorization, through
February 27, 2003, to obtain funds externally through
sales of common stock (up to a maximum of 15 million
shares) and debt financing (up to a maximum of $300
million), including commercial paper sales and credit
lines; and (b) UE and CIPS received Commission authorization,
through February 27, 2003, to obtain funds externally
through commercial paper sales (up to a maximum of $575
million for UE and $125 million for CIPS) and credit
lines (up to a maximum of $425 million for UE and $125
million for CIPS).
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total amount then loaned through the Utility Money Pool. On any
day when more than one fund source (e.g., surplus treasury funds
of Ameren and other Utility Money Pool participants ("Internal
Funds") and External Funds), with different rates of interest, is
used to fund loans through the Utility Money Pool, each borrower
will borrow pro rata from each such fund source in the Utility
Money Pool in the same proportion that the amount of funds
provided by that fund source bears to the total amount of short-
term funds available to the Utility Money Pool.
Borrowings from the Utility Money Pool will require
authorization by the borrower's Treasurer, or by a designee
thereof. No party will be required to effect a borrowing through
the Utility Money Pool if it is determined that it could (and had
authority to) effect a borrowing at a lower cost directly from
banks or through the sale of its own commercial paper in an
existing commercial paper program. No loans through the Utility
Money Pool will be made to, and no borrowings through the Utility
Money Pool will be made by, Ameren.
Certain additional terms of the Utility Money Pool are
described below:
Interest Rate on Loans. If only Internal Funds
comprise the funds available in the Utility Money Pool, the
interest rate applicable to loans of such Internal Funds will be
the CD yield equivalent of the 30-day Federal Reserve "AA" Non-
Financial commercial paper composite rate (or if no such rate is
established for that day, then the applicable rate would be the
rate for the next preceding day for which such rate was
established).
If only External Funds comprise the funds available in
the Utility Money Pool, the interest rate applicable to loans of
such External Funds will be equal to the lending company's cost
for such External Funds (or, if more than one Utility Money Pool
participant had made available External Funds on such day, the
applicable interest rate will be a composite rate equal to the
weighted average of the cost incurred by the respective Utility
Money Pool participants for such External Funds).
In cases where both Internal Funds and External Funds
are concurrently borrowed through the Utility Money Pool, the
rate applicable to all loans comprised of such "blended" funds
will be a composite rate equal to the weighted average of (a) the
cost of all Internal Funds contributed by Utility Money Pool
participants (as determined pursuant to the second preceding
paragraph above) and (b) the cost of all such External Funds (as
determined pursuant to the immediately preceding paragraph
above). In circumstances where Internal Funds and External Funds
are available for loans through the Utility Money Pool, loans may
be made exclusively from Internal Funds or External Funds, rather
than from a "blend" of such funds, to the extent it is expected
that such loans would result in a lower cost of borrowing.
Certain Costs. The cost of compensating balances
and/or fees paid to banks to maintain credit lines by Utility
Money Pool participants lending External Funds to the Utility
Money Pool will initially be paid by the participant maintaining
such line. Commitment fees will be allocated by usage of
proceeds. A portion of such costs, or all of such costs in the
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event a Utility Money Pool participant establishes a line of
credit solely for purposes of lending any External Funds obtained
thereby into the Utility Money Pool, will be retroactively
allocated every month to the companies borrowing such External
Funds through the Utility Money Pool in proportion to their
respective daily outstanding borrowings of such External Funds.
Investment of Surplus Funds. Funds not required by the
Utility Money Pool to make loans (with the exception of funds
required to satisfy the Utility Money Pool's liquidity
requirements) will ordinarily be invested in one or more short-
term investments, including: (i) interest-bearing accounts with
banks; (ii) obligations issued or guaranteed by the U.S.
government and/or its agencies and instrumentalities, including
obligations under repurchase agreements; (iii) obligations issued
or guaranteed by any state or political subdivision thereof,
provided that such obligations are rated not less than A by a
nationally recognized rating agency; (iv) commercial paper rated
not less than A-1 or P-1 or their equivalent by a nationally
recognized rating agency; (v) money market funds; (vi) bank
certificates of deposit and bankers acceptances; (vii) Eurodollar
certificates of deposit or time deposits; (viii) investment grade
medium term notes, variable rate demand notes and variable rate
preferred stock; and (ix) such other investments as are permitted
by Section 9(c) of the Act and Rule 40 thereunder.
Allocation of Interest Income and Investment Earnings.
The interest income and investment income earned on loans and
investments of surplus funds will be allocated among the
participants in the Utility Money Pool in accordance with the
proportion each participant's contribution of funds bears to the
total amount of funds in the Utility Money Pool and the cost of
funds provided to the Utility Money Pool by such participant.
Repayment. Each applicant receiving a loan through the
Utility Money Pool will be required to repay the principal amount
of such loan, together with all interest accrued thereon, on
demand or on a date agreed by the parties to the transaction,
but in any event within one year of the date on which such
loan was made. All loans made through the Utility Money Pool may
be prepaid by the borrower without premium or penalty. Interest
will be accrued by each borrower monthly.
Form of Loans to Applicants. Under the authorization
requested herein, all loans through the Utility Money Pool will
be made on or before February 27, 2003 and will be made pursuant
to open-account advances, repayable upon demand or ona date agreed
by the parties to the transaction, but in any event not later
than one year after the date of the advance; provided, that each
lending party will at all times be entitled to receive upon demand
one or more promissory notes evidencing any and all loans by such
lender. Any such note shall: (a) be substantially in the form
of Exhibit A to the form of Utility Money Pool Agreement filed
herewith, (b) be dated as of the date of the initial borrowing,
(c) mature on demand or on a date agreed by the parties to the
transaction, but in any event not later than one year after the
date of the applicable borrowing, and (d) be repayable in whole
at any time or in part from time to time, without premium or
penalty.
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Operation. Operation of the Utility Money Pool,
including record keeping and coordination of loans, will be
handled by Ameren Services under the authority of the appropriate
officers of the participating companies. Ameren Services will
administer the Utility Money Pool on an "at cost" basis.
The applicants further request that Ameren Services be
granted authority to file, on behalf of the applicants and on a
quarterly basis, certificates of notification pursuant to Rule 24
under the Act with respect to borrowings by the applicants
through the Utility Money Pool.
Item 2. Fees, Commissions and Expenses.
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Expenses to be incurred by the parties hereto in
connection with obtaining the Commission's order authorizing the
transactions proposed herein are estimated not to exceed $20,000,
including $10,000 estimated for legal fees and $10,000 estimated
for the fees of Ameren Services.
Item 3. Applicable Statutory Provisions.
-------------------------------
The applicants believe that the proposed short-term
borrowings through the Utility Money Pool, as described herein,
including the issuance, delivery and acquisition of promissory
notes to evidence the same, are or may be subject to the
provisions of Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and
Rule 43 thereunder.
The applicants believe that the investment, on their
behalf, of funds in the Utility Money Pool which at any time are
not loaned to the applicants are exempt from Sections 9(a) and 10
of the Act by virtue of Section 9(c) of the Act or Rule 40 under
the Act.
The proposed transactions are also subject to the
requirements of Section 32(h)(4) of the Act and Rule 54
thereunder.
Statement pursuant to Rule 54
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Under Rule 53(a), the Commission shall not make certain
specified findings under Sections 7 and 12 in connection with a
proposal by a holding company to issue securities for the purpose
of acquiring the securities of or other interest in an exempt
wholesale generator ("EWG"), or to guarantee the securities of an
EWG, if each of the conditions in paragraphs (a)(1) through
(a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists.
Rule 54 provides that the Commission shall not consider the
effect of the capitalization or earnings of subsidiaries of a
registered holding company that are EWGs or foreign utility
companies ("FUCOs") in determining whether to approve other
transactions if Rule 53(a), (b) and (c) are satisfied. These
standards are met.
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Rule 53(a)(1): Currently, Ameren does not hold,
directly or indirectly, any interest in any EWG or FUCO.
Rule 53(a)(2): Ameren will maintain books and records
enabling it to identify investments in and earnings from each EWG
and FUCO in which it directly or indirectly acquires and holds an
interest and will cause each domestic EWG in which it acquires
and holds an interest to maintain its books and records and
prepare its financial statements in conformity with U.S.
generally accepted accounting principles ("GAAP"). The books and
records and financial statements of each FUCO in which Ameren
acquires and holds an interest (including those that are
"majority-owned subsidiaries" and those that are not) will be
maintained and prepared in conformity with GAAP. All of such
books and records and financial statements will be made available
to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of the
Operating Companies will, at any one time, directly or
indirectly, render services to EWGs and FUCOs.
Rule 53(a)(4): Ameren will submit a copy of each
Application or Declaration filed pursuant to Rule 53 and each
amendment thereto, and will submit copies of any Rule 24
certificates required thereunder, as well as a copy of Ameren's
Form U5S, to each of the public service commissions having
jurisdiction over the retail rates of the Operating Companies.
In addition, Ameren states that the provisions of
Rule 53(a) are not made inapplicable to the authorization herein
requested by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Ameren nor any subsidiary of
Ameren is the subject of any pending bankruptcy or similar
proceeding.
Rule 53(b)(2): Since the date upon which it became a
holding company, Ameren has not experienced any decrease in
average consolidated retained earnings.
Rule 53(b)(3): Ameren has not experienced any losses
attributable to EWGs and FUCOs.
Item 4. Regulatory Approval.
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In addition to this Commission, the Illinois Commerce
Commission ("ICC") has jurisdiction over various aspects of the
transactions proposed herein. Reference is made to Exhibits D-1
and D-2 hereto with respect to the application to, and the
approval of, the ICC in respect of the proposed transactions.
No other state regulatory body or agency and no other Federal
commission or agency has jurisdiction over the transactions
proposed herein.
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Item 5. Procedure.
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The applicants respectfully request that the
Commission's order herein be entered on or before January 29,
1999. The applicants hereby waive a recommended decision by a
hearing officer or any other responsible officer of the
Commission, agree that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision, and request that there be no waiting period between the
issuance of the Commission's order and the date it is to become
effective.
Item 6. Exhibits and Financial Statements.
---------------------------------
a. Exhibits:
A Not Applicable.
B Proposed form of Utility Money Pool Agreement
(including form of Utility Money Pool Note).
C Not applicable.
D-1 Application to the ICC.
D-2 Order of the ICC.
E Not applicable.
F Opinion of Counsel to Utility Money Pool
participants.
G Financial Data Schedule.
H Suggested form of notice of proposed
transactions for publication in the Federal
Register.
b. Financial Statements:
- Financial statements of Ameren, UE, CIPS, Ameren
Services and Ameren and subsidiaries, consolidated,
each 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)).
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Except as reflected in the financial statements, there have
been no material changes, not in the ordinary course of business,
with respect to Ameren, UE, CIPS or Ameren Services which have
taken place since September 30, 1998.
Item 7. Information as to Environmental Effects.
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a. As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission relate
only to the financing activities of the applicants hereto, and do
not involve a major Federal action having a significant impact on
the human environment.
b. Not applicable.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
------------------------------
Name: Steven R. Sullivan
Title: Vice President, General
Counsel & Secretary
UNION ELECTRIC COMPANY
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Vice President, General
Counsel & Secretary
CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Assistant Secretary
AMEREN SERVICES COMPANY
By: /s/ G.L. Waters
------------------------------
Name: G.L. Waters
Title: Assistant Secretary
DATED: November 25, 1998
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EXHIBIT INDEX
Exhibit Description
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B Proposed form of Utility Money Pool Agreement
(including form of Utility Money Pool Note).
D-1 Application to the ICC.
D-2 Order of the ICC.
F Opinion of Counsel to Utility Money Pool
participants.
G Financial Data Schedule.
H Suggested form of notice of proposed transactions
for publication in the Federal Register.
EXHIBIT B
AMEREN CORPORATION SYSTEM
UTILITY MONEY POOL AGREEMENT
This UTILITY MONEY POOL AGREEMENT is made and entered
into this day of , 1998 by and among Ameren
---- ------------
Corporation ("Ameren"), a Missouri corporation and a registered
holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"); Ameren Services Company ("Ameren
Services"), a Missouri corporation and a subsidiary service
company of Ameren; Union Electric Company, d/b/a AmerenUE ("UE"),
a Missouri corporation and a utility subsidiary of Ameren; and
Central Illinois Public Service Company, d/b/a AmerenCIPS
("CIPS"), an Illinois corporation and a utility subsidiary of
Ameren (each a "Party" and collectively, the "Parties").
Recitals
The Parties from time to time have need to borrow funds
on a short-term basis. Some of the Parties from time to time are
expected to have funds available to loan on a short-term basis.
The Parties desire to establish a pool (the "Utility Money Pool")
to coordinate and provide for certain of their short-term cash
and working capital requirements.
NOW THEREFORE, in consideration of the premises, and
the mutual promises set forth herein, the Parties hereto agree as
follows:
ARTICLE I
CONTRIBUTIONS AND BORROWINGS
Section 1.1. Contributions to Utility Money Pool.
-----------------------------------
Each Party will determine each day, on the basis of cash flow
projections and other relevant factors, in such Party's sole
discretion, the amount of funds it has available for contribution
to the Utility Money Pool, and will contribute such funds to the
Utility Money Pool. The determination of whether a Party at any
time has surplus funds to lend to the Utility Money Pool, or
shall lend such funds to the Utility Money Pool, will be made by
such Party's Treasurer, or by a designee thereof, on the basis of
cash flow projections and other relevant factors, in such Party's
sole discretion. Each Party may withdraw any of its funds at any
time upon notice to Ameren Services as administrative agent of
the Utility Money Pool.
Section 1.2 Rights to Borrow. Subject to the
----------------
provisions of Section 1.4(b) of this Agreement, all short-term
borrowing needs of the Parties, with the exception of Ameren, may
be met by funds in the Utility Money Pool to the extent such
funds are available. Each Party (other than Ameren) shall have
the right to make short-term borrowings from the Utility Money
Pool from time to time, subject to the availability of funds and
the limitations and conditions set forth herein and in the
applicable orders of the Securities and Exchange Commission
<PAGE>
("SEC"). Each Party (other than Ameren) may request loans from
the Utility Money Pool from time to time during the period from
the date hereof until this Agreement is terminated by written
agreement of the Parties; provided, however, that the aggregate
amount of all loans requested by any Party hereunder shall not
exceed the applicable borrowing limits set forth in applicable
orders of the SEC and other regulatory authorities, resolutions
of such Party's shareholders and Board of Directors, such Party's
governing corporate documents, and agreements binding upon such
Party. No Party shall be obligated to borrow from the Utility
Money Pool if lower cost funds can be obtained from external
borrowing. No loans through the Utility Money Pool will be made
to, and no borrowings through the Utility Money Pool will be made
by, Ameren.
Section 1.3 Source of Funds. (a) Funds will be
---------------
available through the Utility Money Pool from the following
sources for use by the Parties from time to time: (i) surplus
funds in the treasuries of the Parties other than Ameren,
(ii) surplus funds in the treasury of Ameren, and (iii) proceeds
from bank borrowings and the sale of commercial paper by the
Parties ("External Funds"), in each case to the extent permitted
by applicable laws and regulatory orders. Funds will be made
available from such sources in such other order as Ameren
Services, as administrator of the Utility Money Pool, may
determine will result in a lower cost of borrowing to Parties
borrowing from the Utility Money Pool, consistent with the
individual borrowing needs and financial standing of the Parties
providing funds to the Utility Money Pool.
(b) Borrowing Parties will borrow pro rata from each
lending Party in the proportion that the total amount loaned by
such lending Party bears to the total amount then loaned through
the Utility Money Pool. On any day when more than one fund
source (e.g., surplus treasury funds of Ameren and other Utility
Money Pool participants ("Internal Funds") and External Funds),
with different rates of interest, is used to fund loans through
the Utility Money Pool, each borrowing Party will borrow pro rata
from each fund source in the same proportion that the amount of
funds provided by that fund source bears to the total amount of
short-term funds available to the Utility Money Pool.
Section 1.4 Authorization. (a) Each loan shall be
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authorized by the lending Party's Treasurer, or by a designee
thereof.
(b) All borrowings from the Utility Money Pool shall be
authorized by the borrowing Party's Treasurer, or by a designee
thereof. No Party shall be required to effect a borrowing
through the Utility Money Pool if such Party determines that it
can (and is authorized to) effect such borrowing at lower cost
directly from banks or through the sale of its own commercial
paper in an existing commercial paper program.
Section 1.5 Interest. Each Party receiving a loan
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shall accrue interest monthly on the unpaid principal amount of
such loan to the Utility Money Pool from the date of such loan
until such principal amount shall be paid in full.
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(a) If only Internal Funds comprise the funds available
in the Utility Money Pool, the interest rate applicable to loans
of such Internal Funds shall be the CD yield equivalent of the
30-day Federal Reserve "AA" Non-Financial commercial paper
composite rate (or, if no such rate is established for that day,
then the applicable rate shall be the rate for the next preceding
day for which such rate was established).
(b) If only External Funds comprise the funds available
in the Utility Money Pool, the interest rate applicable to loans
of such External Funds shall be equal to the lending Party's cost
for such External Funds (or, if more than one Party had made
available External Funds on such day, the applicable interest
rate shall be a composite rate, equal to the weighted average of
the cost incurred by the respective Parties for such External
Funds).
(c) In cases where both Internal Funds and External
Funds are concurrently borrowed through the Utility Money Pool,
the rate applicable to all loans comprised of such "blended"
funds shall be a composite rate, equal to the weighted average of
the (i) cost of all Internal Funds contributed by Parties (as
determined pursuant to Section 1.5(a) above) and (ii) the cost of
all such External Funds (as determined pursuant to Section 1.5(b)
above); provided, that in circumstances where Internal Funds and
External Funds are available for loans through the Utility Money
Pool, loans may be made exclusively from Internal Funds or
External Funds, rather than from a "blend" of such funds, to the
extent it is expected that such loans would result in a lower
cost of borrowing.
Section 1.6 Certain Costs. The cost of compensating
-------------
balances and/or fees paid to banks to maintain credit lines by
Parties lending External Funds to the Utility Money Pool shall
initially be paid by the Party maintaining such line. Commitment
fees shall be allocated by usage of proceeds. A portion of such
costs shall be retroactively allocated every month to the Parties
borrowing such External Funds through the Utility Money Pool in
proportion to their respective daily outstanding borrowings of
such External Funds.
Section 1.7 Repayment. Each Party receiving a loan
---------
hereunder shall repay the principal amount of such loan, together
with all interest accrued thereon, on demand and in any event
within one year of the date on which such loan was made. All
loans made through the Utility Money Pool may be prepaid by the
borrower without premium or penalty.
Section 1.8 Form of Loans to Parties. Loans to the
------------------------
Parties through the Utility Money Pool will be made pursuant to
open-account advances, repayable upon demand and in any event not
later than one year after the date of the advance; provided, that
each lending Party shall at all times be entitled to receive upon
demand one or more promissory notes evidencing any and all loans
by such lender. Any such note shall: (a) be substantially in
the form filed as Exhibit B to the Form U-1 Application-
Declaration in File No. 70- , (b) be dated as of the date of
----
the initial borrowing, (c) mature on demand or on a date agreed
by the Parties to the transaction, but in any event not later
than one year after the date of the applicable borrowing, and (d)
be repayable in whole at any time or in part from time to time,
without premium or penalty.
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ARTICLE II
OPERATION OF UTILITY MONEY POOL
Section 2.1 Operation. Operation of the Utility Money
---------
Pool, including record keeping and coordination of loans, will be
handled by Ameren Services under the authority of the appropriate
officers of the Parties. Ameren Services shall be responsible
for the determination of all applicable interest rates and
charges to be applied to advances outstanding at any time
hereunder, shall maintain records of all advances, interest
charges and accruals and interest and principal payments for
purposes hereof, and shall prepare periodic reports thereof for
the Parties. Ameren Services will administer the Utility Money
Pool on an "at cost" basis. Separate records shall be kept by
Ameren Services for the Utility Money Pool established by this
agreement and any other money pool administered by Ameren
Services.
Section 2.2 Investment of Surplus Funds in the Utility
------------------------------------------
Money Pool. Funds not required to meet Utility Money Pool loans
----------
(with the exception of funds required to satisfy the Utility
Money Pool's liquidity requirements) will ordinarily be invested
in one or more short-term investments, including: (i) interest-
bearing accounts with banks; (ii) obligations issued or
guaranteed by the U.S. government and/or its agencies and
instrumentalities, including obligations under repurchase
agreements; (iii) obligations issued or guaranteed by any state
or political subdivision thereof, provided that such obligations
are rated not less than A by a nationally recognized rating
agency; (iv) commercial paper rated not less than A-1 or P-1 or
their equivalent by a nationally recognized rating agency;
(v) money market funds; (vi) bank certificates of deposit and
bankers acceptances; (vii) Eurodollar certificates of deposit or
time deposits; (viii) investment grade medium term notes,
variable rate demand notes and variable rate preferred stock; and
(ix) such other investments as are permitted by Section 9(c) of
the Act and Rule 40 thereunder.
Section 2.3 Allocation of Interest Income and
----------------------------------
Investment Earnings. The interest income and other investment
-------------------
income earned by the Utility Money Pool on loans and investment
of surplus funds will be allocated among the Parties in
accordance with the proportion each Party's contribution of funds
in the Utility Money Pool bears to the total amount of funds in
the Utility Money Pool and the cost of any External Funds
provided to the Utility Money Pool by such Party. Interest and
other investment earnings will be computed on a daily basis and
settled once per month.
Section 2.4 Event of Default. If any Party shall
----------------
generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors, or
any proceeding shall be instituted by or against any Party
seeking to adjudicate it a bankrupt or insolvent, then the other
Parties may declare the unpaid principal amount of any loans to
such Party, and all interest thereon, to be forthwith due and
payable and all such amounts shall forthwith become due and
payable.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Amendments. No amendment to this
----------
Agreement shall be adopted except in a writing executed by the
Parties.
Section 3.2 Legal Responsibility. Nothing herein
--------------------
contained shall render any Party liable for the obligations of
any other Party hereunder and the rights, obligations and
liabilities of the Parties are several in accordance with their
respective obligations, and not joint.
Section 3.3 Governing Law. This Agreement shall be
-------------
governed by, and construed in accordance with, the laws of the
State of Missouri.
IN WITNESS WHEREOF, the undersigned companies have duly
caused this document to be signed on their behalf on the date
first written above by the undersigned thereunto duly authorized.
AMEREN CORPORATION
By:
------------------------------
Name:
Title:
AMEREN SERVICES COMPANY
By:
------------------------------
Name:
Title:
UNION ELECTRIC COMPANY
By:
------------------------------
Name:
Title:
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CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By:
------------------------------
Name:
Title:
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EXHIBIT A
(to Utility Money Pool Agreement)
FORM OF UTILITY MONEY POOL NOTE
$ (See attached schedule for principal amount [Date]
outstanding at any time.)
FOR VALUE RECEIVED, the undersigned, ,
-----------------
a corporation (the "Company"), hereby unconditionally
----------
promises to pay to the order of (the "Lender"), on
-------------
demand, or on a date agreed to by the Company and the Lender (but
in any case not later than one year after the date of the
applicable borrowing), at the offices of
---------------------
, in lawful money of the United States of
-----------------------
America and in immediately available funds, the aggregate unpaid
principal amount of all loans (that are posted on the schedule
annexed hereto and made a Part hereof) made by the Lender to the
Company through the Ameren Corporation System Utility Money Pool
(the "Utility Money Pool") pursuant to the authorization in
effect from time to time of the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935,
as amended.
The Company further agrees to pay in like money at such
office accrued interest on the unpaid principal amount hereof
from time to time from the date of the applicable borrowing at
the rate as determined by Ameren Services Company, in its
capacity as a administrator of the Utility Money Pool, in
accordance with the terms and provisions of the Utility Money
Pool Agreement, dated as of , 1998, among the Company,
----------
the Lender and the other parties thereto. Interest shall be
payable monthly in arrears and upon payment (including
prepayment) in full of the unpaid principal amount hereof.
This Note shall be governed by, and construed and
interpreted in accordance with, the Laws of the State of
Missouri.
IN WITNESS WHEREOF, the undersigned, pursuant to due
authorization, has caused this Note to be executed in its name
and on its behalf by its duly authorized officer.
[Company]
By:
------------------------------
Name:
Title:
EXHIBIT D-1
STATE OF ILLINOIS
ILLINOIS COMMERCE COMMISSION
APPLICATION OF AMEREN CORPORATION, )
AMEREN SERVICES COMPANY, )
UNION ELECTRIC COMPANY, )
D/B/A, AMERENUE, AND )
CENTRAL ILLINOIS PUBLIC SERVICE ) DOCKET NO. 98-0664
COMPANY, D/B/A AMERENCIPS FOR ) -------
APPROVAL OF CERTAIN MONEY POOL )
AND TAX ALLOCATION AGREEMENTS. )
APPLICATION FOR APPROVAL OF
A UTILITY MONEY POOL AGREEMENT
------------------------------
COME NOW Ameren Corporation ("Ameren"), Ameren Services
Company ("Ameren Services"), Union Electric Company, d/b/a
AmerenUE ("UE") and Central Illinois Public Service Company,
d/b/a AmerenCIPS ("CIPS"), by counsel, and pursuant to 220 ILCS
S.5/7-101 and 5/7-102, move the Commission to approve the Ameren
Corporation System Utility Money Pool Agreement, attached hereto
and in support thereof, states:
1. Ameren Corporation ("Ameren") is a utility holding
company system registered under the Public Utility Holding
Company Act of 1935 (15 USC S.79 et. seq). Ameren Corporation was
formed with the merger of UE and CIPS completed on December 31,
1997. Ameren has two public utility operating companies, UE and
CIPS.
2. As part of the merger process and to comply with
requirements of federal law and of regulation by the Securities
and Exchange Commission under the Public Utility Holding Company
Act of 1935, Ameren Services Company was formed to provide
administrative services for system companies including, UE and
CIPS.
3. Ameren Corporation, Ameren Services, UE and CIPS (each a
1
<PAGE>
"Party" and known collectively as "Parties") desire to enter into
a Utility Money Pool Agreement. This Agreement is reasonable and
in the public interest because it will permit lower cost
borrowing for the Parties by permitting internal funds to be
loaned on a short term basis among the Parties. A copy of the
proposed Utility Money Pool Agreement is attached hereto as
Exhibit A and incorporated by reference herein.
4. Under the Money Pool Agreement, each party will
determine whether it has funds available for contribution to the
Utility Money Pool. If so, the Party may lend funds to the
Utility Money Pool at its discretion. Each Party may withdraw
any of its funds at any time upon notice to Ameren.
5. The Utility Money Pool will be available for short term
borrowing by Parties (other than Ameren) as funds are available.
No loans through the Utility Money Pool will be made to, and no
borrowing through the Utility Money Pool will be made by, Ameren
Corporation.
6. The source of funds for the Utility Money Pool will be
from surplus funds in the treasuries of the Parties, proceeds
from bank borrowing and sale of commercial paper by Parties,
consistent with regulatory orders and applicable law. Funds
shall be made available from such sources in such other order as
Ameren Services, as Administrator of the Utility Money Pool, may
determine will result in a lower cost of borrowing to parties
from the Utility Money Pool.
7. Borrowing through the Utility Money Pool shall be
2
<PAGE>
authorized by the Party's Treasurer or a designee thereof. No
Party shall be required to effect a borrowing through the Utility
Money Pool if such Party determines that it can (and is
authorized to) effect such borrowing at lower cost directly from
banks or through the sale of its own commercial paper in an
existing commercial paper program.
8. Interest shall accrue on the unpaid principal amount of
any loan in the Utility Money Pool.
9. Record keeping will be handled by Ameren Services under
authority of the appropriate officers of the Parties. Ameren
Services will administer the Utility Money Pool on an "at cost"
basis.
10. In addition to approval by the ICC, Ameren will seek
approval of the Utility Money Pool Agreement from the Securities
and Exchange Commission under provisions of the Public Utility
Holding Company Act of 1935.
11. In light of the demonstrated benefits available through
the use of the Utility Money Pool Agreement, Ameren Corporation
respectfully requests that the Commission enter its order
approving the Agreement without hearing on an expedited basis.
3
<PAGE>
WHEREFORE, the Parties to this Application respectfully
request that the Commission grant the relief requested and for
such other and further approval as may be necessary or
appropriate under the circumstances.
Respectfully submitted,
/s/ William J. Niehoff
-----------------------------------
William J. Niehoff, #6193763
Attorney for:
Union Electric Company
Central Illinois Public Service Co.
Ameren Services Company
Ameren Corporation
1901 Chouteau Avenue
P.O. Box 66149 (M/C 1310)
St. Louis, Missouri 63166-6149
(314) 554-2514
(314) 554-4014 (fax)
4
<PAGE>
VERIFICATION
Jerre Birdsong, first being duly sworn, states that he is
the treasurer for the above companies, that he has reviewed this
Application, and that the facts stated therein are true and
correct to the best of his knowledge, information and belief.
/s/ Jerre Birdsong
----------------------------------
Jerre Birdsong
Subscribed and sworn to before me this 29th day of
September, 1998.
/s/ Barbara Lungwitz
----------------------------------
My Commission Expires:
9-2-99
BARBARA LUNGWITZ
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires: September 2, 1999
5
EXHIBIT D-2
STATE OF ILLINOIS
ILLINOIS COMMERCE COMMISSION
AMEREN CORPORATION, AMEREN :
SERVICES COMPANY, UNION ELECTRIC :
COMPANY D/B/A AMERENUE, AND :
CENTRAL ILLINOIS PUBLIC SERVICE :
COMPANY D/B/A AMERENCIPS : 98-0664
:
APPLICATION FOR APPROVAL OF CERTAIN :
MONEY POOL AND TAX ALLOCATION :
AGREEMENTS :
ORDER
-----
By the Commission:
On September 30, 1998, Ameren Corporation, Ameren Services
Company ("Ameren Services"), Union Electric Company, d/b/a
AmerenUE ("UE"), and Central Illinois Public Service Company,
d/b/a AmerenCIPS ("CIPS") (collectively "Petitioners") filed with
the Illinois Commerce Commission ("Commission") an Application
requesting the Commission's approval of the Ameren Corporation
System Utility Money Pool Agreement ("Money Pool Agreement"),
pursuant to Sections 7-101 and 7-102 of the Public Utilities Act
("Act"), 220 ILCS 5/1-101 21 et seq. Petitioners submitted a
-- ---
copy of the Money Pool Agreement with the Application and
requested that the Commission consider the Application without a
hearing on an expedited basis. No petitions to intervene were
filed in this docket, nor were any hearings held. Commission
Staff ("Staff") filed an Answer to the Application on October 15,
1998.
Petitioners' Application states that Ameren Corporation is a
utility holding company formed with the merger of UE and CIPS
completed on December 31, 1997. UE and CIPS are Ameren
Corporation's two public utility operating companies, Ameren
Services was formed to provide administrative services for system
companies, including UE and CIPS, as part of the merger process
and to comply with federal law and the regulations of the
Securities and Exchange Commission ("SEC") under the Public
Utility Holding Company Act of 1935.
Petitioners want to enter into the Money Pool Agreement and
believe that it is reasonable and in the public interest because
it will permit lower cost borrowing for the Petitioners by
allowing internal funds to be loaned on a short term basis among
the Petitioners. Under the Money Pool Agreement, each Petitioner
will determine whether it has funds available for contribution to
the Money Pool. If so, the Petitioner may lend funds to the
Money Pool at its discretion. Each Petitioner may withdraw any
of its funds at any time upon notice to Ameren Services. The
<PAGE>
Money Pool will be available for short term borrowing by
Petitioners as funds are available. No loans through the Money
Pool will be made to, and no borrowing through the Money Pool
will be made by, Ameren Corporation, as such is prohibited by the
SEC.
According to the Application, the source of funds for the
Money Pool will be from surplus funds in the treasuries of the
Petitioners, proceeds from bank borrowing, and sale of commercial
paper by Petitioners, consistent with regulatory orders and
applicable law. The Money Pool Agreement identifies surplus
funds from the treasuries of Petitioners as Internal Funds and
the proceeds from bank borrowings and the sale of commercial
paper by Petitioners as External Funds. Funds shall be made
available from other sources as Ameren Services, as Administrator
of the Money Pool, may determine will result in a lower cost of
borrowing to Petitioners. Record keeping will be handled by
Ameren Services under authority of the appropriate officers of
Petitioners. Ameren Services will administer the Money Pool on
an "at cost" basis.
Borrowing through the Money Pool shall be authorized by each
Petitioner's Treasurer or a designee thereof. No Petitioner
shall be required to effect a borrowing through the Money Pool if
such Petitioner determines that it can (and is authorized to)
effect such borrowing at lower cost directly from banks or
through the sale of its own commercial paper in an existing
commercial paper program.
The Application states that interest shall accrue on the
unpaid principal amount of any loan from the Money Pool. Staff's
Answer to the Application indicates that the current interest
rate (as of October 9, 1998) applicable to loans of Internal
Funds from the Money Pool is 5.25%. This interest rate is lower
than various interest rates currently applicable for short-term
borrowings from banks and higher than the current commercial
paper rate applicable to Petitioners. The current interest rate
applicable to loans of External Funds from the Money Pool is
5.2625% to UE and 5.46% to CIPS. These rates are lower than
various interest rates currently applicable for short-term
borrowings from banks with one exception and higher than the
current commercial paper rate applicable to UE and CIPS.
According to Staff's Answer, however, these interest rates are
expected to vary over time and Petitioners are not obligated to
borrow from the Money Pool if they can borrow from a cheaper
source elsewhere.
Staff's Answer indicates that Petitioners' primary source of
savings from lower cost borrowing under the Money Pool Agreement
will be realized through the reduction of about $60,000,000 in
bank lines of credit which support the short-term borrowing
capacity of Petitioners. This is achieved as a result of the
"sharing" of these facilities among the four Petitioners. The
savings will be realized in the form of lower facility and
commitment fees commensurate with the reduction of the level of
borrowing capacity. Measured in basis points, UE will save the
10 basis point commitment fee and CIPS will save the 7.5 basis
point commitment fee, each on an annual basis. Such savings will
flow through the Money Pool having the effect of reducing
borrowing rates on a pro-rata basis.
2
<PAGE>
Analysis of the Money Pool Agreement indicates that cross-
subsidization among the Petitioners is not possible. Section
1.5(b) of the Money Pool Agreement states that a Petitioner who
borrows External Funds from the Money Pool shall pay interest on
that amount equal to the lending Petitioner's cost of such
External Funds. According to Section 1.5(c), Petitioners
borrowing a combination of Internal Funds and External Funds from
the Money Pool shall pay an interest rate that takes into account
the cost of all such External Funds as determined by Section
1.5(b). Section 1.6 specifies that commitment fees related to
External Funds contributed to the Money Pool shall be allocated
every month to the Petitioner borrowing such External Funds from
the Money Pool.
A review of Commission records reveals that other entities
regulated by the Commission have sought and received approval of
similar pooling arrangements. Examples of such entities include
GTE North, Inc. and GTE South, Inc. (approved in Docket No. 94-
0110 on December 21, 1994, subsequently replaced by agreement
approved in Docket No. 96-0344 on September 25, 1996), Illinois
Power Company and Illinova Corporation (approved in Docket No.
94-0005 on October 3, 1995), and Northern Illinois Gas Co.,
NICOR, and certain affiliated interests (approved in Docket No.
77-0009 on June 29, 1977).
Staff concluded its Answer by recommending that the
Commission grant the requested relief. Staff also noted that it
does not object to granting the requested relief without a
hearing.
The Commission, having considered the entire record and
being fully advised in the premises, is of the opinion and finds
that:
(1) the Commission has jurisdiction over Petitioners and
the subject matter herein;
(2) the recitals of fact and conclusions reached in the
prefatory portion of this order are supported by the
record and are hereby adopted as findings of fact; and
(3) Petitioners' Application for the approval of the Ameren
Corporation System Utility Money Pool Agreement, as
reflected in the attachment to the Application, should
be granted.
IT IS THEREFORE ORDERED that the Application filed by Ameren
Corporation, Ameren Services Company, Union Electric Company, and
Central Illinois Public Service Company seeking Commission
approval of the Ameren Corporation System Utility Money Pool
Agreement, as reflected in the attachment to the Application, is
hereby granted.
3
<PAGE>
IT IS FURTHER ORDERED that subject to the provisions of
Section 10-113 of the Public Utilities Act and 83 Ill. Adm. Code
200.880, this order is final; it is not subject to the
Administrative Review Law.
By order of the Commission this 18th day of November, 1998.
(SIGNED) RICHARD L. MATHIAS
Chairman
(S E A L)
4
<PAGE>
STATE OF ILLINOIS
ILLINOIS COMMERCE COMMISSION
CERTIFICATE
-----------
Re: 98-0664
I, DONNA M. CATON, do hereby certify that I am Chief Clerk
of the Illinois Commerce Commission of the State of Illinois and
keeper of the records and seal of said Commission with respect to
all matters except those governed by Chapters 18a and 18c of The
Illinois Vehicle Code.
I further certify that the above and foregoing is a true,
correct and complete copy of the Order made and entered of record
by said Commission on November 18, 1998.
Given under my hand and seal of said Illinois Commerce
Commission at Springfield, Illinois, on November 20, 1998.
/s/ Donna M. Caton
Chief Clerk
EXHIBIT F
AMEREN CORPORATION
1901 Chouteau Avenue
St. Louis, Missouri 63166
314-621-3222
November 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation System Utility Money Pool
Ladies and Gentlemen:
I refer to the Application-Declaration on Form U-1 (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, a
Missouri corporation ("Ameren"), Union Electric Company, d/b/a/
AmerenUE, a Missouri corporation ("UE"), Central Illinois Public
Service Company, d/b/a/ AmerenCIPS an Illinois corporation
("CIPS"), and Ameren Services Company, a Missouri corporation
("Ameren Services") (each, an "Applicant" and collectively, the
"Applicants"), with respect to the establishment of the Ameren
Corporation System Utility Money Pool and the proposed
transactions in connection therewith (the "Proposed
Transactions"). Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the
Application.
I have acted as counsel for the Applicants in
connection with the Application, and, as such counsel, I am
familiar with the corporate proceedings taken by the Applicants
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 the Applicants,
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 the Applicants and other appropriate
persons and statements contained in the Application and the
exhibits thereto.
<PAGE>
The opinions expressed below are subject to the
following further assumptions and conditions:
(a) 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.
(b) No act or event other than as described herein
shall have occurred subsequent to the date hereof which
would change the opinions expressed herein.
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. Each of Ameren, UE and Ameren Services will be
validly organized and duly existing under the laws of the State
of Missouri. CIPS will be validly organized and duly existing
under the laws of the State of Illinois.
2. All state laws applicable to the Proposed
Transactions will have been complied with.
3. The lending Applicants will legally acquire any
promissory notes of the borrowing Applicants issued in connection
with the Proposed Transactions
4. The promissory notes proposed to be issued by the
Applicants will be valid and binding obligations of the issuing
Applicant, enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and the application of
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
5. The consummation of the Proposed Transactions will
not violate the legal rights of the holders of any securities
issued by any Applicant or any associate company thereof.
I hereby consent to the use of this opinion as an
exhibit to the Application.
Very truly yours,
/s/ Steven R. Sullivan
Steven R. Sullivan
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
September 30, 1998 Financial Statements of Ameren Corporation and is qualified
in its entirety by reference to such Financial Statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 6,924,409
<OTHER-PROPERTY-AND-INVEST> 226,884
<TOTAL-CURRENT-ASSETS> 1,075,461
<TOTAL-DEFERRED-CHARGES> 71,797
<OTHER-ASSETS> 823,592
<TOTAL-ASSETS> 9,122,143
<COMMON> 1,372
<CAPITAL-SURPLUS-PAID-IN> 1,582,720
<RETAINED-EARNINGS> 1,533,244
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,117,336
0
235,197
<LONG-TERM-DEBT-NET> 2,331,296
<SHORT-TERM-NOTES> 72,403
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 234,444
0
<CAPITAL-LEASE-OBLIGATIONS> 60,323
<LEASES-CURRENT> 14,102
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,057,042
<TOT-CAPITALIZATION-AND-LIAB> 9,122,143
<GROSS-OPERATING-REVENUE> 2,639,705
<INCOME-TAX-EXPENSE> 242,290
<OTHER-OPERATING-EXPENSES> 1,895,173
<TOTAL-OPERATING-EXPENSES> 2,137,463
<OPERATING-INCOME-LOSS> 502,242
<OTHER-INCOME-NET> (1,862)
<INCOME-BEFORE-INTEREST-EXPEN> 500,380
<TOTAL-INTEREST-EXPENSE> 130,750
<NET-INCOME> 360,216
9,414
<EARNINGS-AVAILABLE-FOR-COMM> 360,216
<COMMON-STOCK-DIVIDENDS> 261,395
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 609,054
<EPS-PRIMARY> 2.63
<EPS-DILUTED> 2.63
</TABLE>
EXHIBIT H
FORM OF NOTICE OF PROPOSED TRANSACTIONS
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act").
AMEREN CORPORATION, UNION ELECTRIC COMPANY, CENTRAL ILLINOIS
PUBLIC SERVICE COMPANY AND AMEREN SERVICES COMPANY
NOTICE OF PROPOSAL TO ESTABLISH AND UTILIZE THE AMEREN
CORPORATION SYSTEM UTILITY MONEY POOL
, 1998
----------------
Notice is hereby given that the following filing(s)
has/have been made with the Commission pursuant to provisions of
the Act and rules promulgated thereunder. All interested persons
are referred to the application(s) and/or declaration(s) for
complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any
amendments thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declaration(s) should submit
their views in writing by to the Secretary, Securities
----------
and Exchange Commission, Washington, D.C. 20549, and serve a copy
on the relevant applicant(s) and/or declarant(s) at the
address(es) specified below. Proof of service (by affidavit or,
in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
* * *
Ameren Corporation ("Ameren"), 1901 Chouteau Avenue,
St. Louis, Missouri 63101, a registered holding company; Union
Electric Company, d/b/a AmerenUE ("UE"), 1901 Chouteau Avenue,
St. Louis, Missouri 63101, a utility subsidiary of Ameren;
Central Illinois Public Service Company, d/b/a AmerenCIPS
("CIPS"), 607 East Adams, Springfield, Illinois 62953, a utility
subsidiary of Ameren; and Ameren Services Company, 1901 Chouteau
<PAGE>
Avenue, St. Louis, Missouri 63101, a service company subsidiary
of Ameren ("Ameren Services"), have filed an application-
declaration with this Commission under Sections 6(a), 7, 9(a), 10
and 12 of the Public Utility Holding Company Act of 1935, as
amended (the "Act"), and Rule 43 thereunder.
The applicants are seeking authorization, through
February 27, 2003, to establish and Participate in the Ameren
Corporation System Utility Money Pool (the "Utility Money Pool").
The specific terms and provisions of the Utility Money Pool will
be set forth in a Utility Money Pool Agreement. The applicants
are proposing to establish the Utility Money Pool in order to
coordinate and provide for the short-term cash and working
capital requirements of UE, CIPS and Ameren Services.
In accordance with the terms and provisions of the
Utility Money Pool Agreement, funds will be available from the
following sources for short-term loans to UE, CIPS and Ameren
Services from time to time: (1) surplus funds in the treasuries
of UE, CIPS and Ameren Services, (2) surplus funds in the
treasury of Ameren, and (3) proceeds from bank borrowings and the
sale of commercial paper by Ameren, UE, CIPS and Ameren Services
("External Funds"). Funds will be made available from such
sources in such other order as Ameren Services, as administrator
of the Utility Money Pool, may determine would result in a lower
cost of borrowing, consistent with the individual borrowing needs
and financial standing of the companies providing funds to the
Utility Money Pool. The determination of whether a Utility Money
Pool participant at any time has surplus funds to lend to the
Utility Money Pool, or shall lend such funds to the Utility Money
Pool, will be made by such participant's Treasurer, or by a
designee thereof, on the basis of cash flow projections and other
relevant factors, in such participant's sole discretion.
Utility Money Pool Participants that borrow will borrow
pro rata from each company that lends, in the proportion that the
total amount loaned by each such lending company bears to the
total amount then loaned through the Utility Money Pool. On any
day when more than one fund source (e.g., surplus treasury funds
of Ameren and other Utility Money Pool participants ("Internal
Funds") and External Funds), with different rates of interest, is
used to fund loans through the Utility Money Pool, each borrower
will borrow pro rata from each such fund source in the Utility
Money Pool in the same proportion that the amount of funds
provided by that fund source bears to the total amount of short-
term funds available to the Utility Money Pool.
Borrowings from the Utility Money Pool will require
authorization by the borrower's Treasurer, or by a designee
thereof. No Party will be required to effect a borrowing through
the Utility Money Pool if it is determined that it could (and had
authority to) effect a borrowing at a lower cost directly from
banks or through the sale of its own commercial paper in an
existing commercial paper program. No loans through the Utility
Money Pool will be made to, and no borrowings through the Utility
Money Pool will be made by, Ameren.
Certain additional terms of the Utility Money Pool are
described below:
-2-
<PAGE>
Interest Rate on Loans. If only Internal Funds
----------------------
comprise the funds available in the Utility Money Pool, the
interest rate applicable to loans of such Internal Funds will be
the CD yield equivalent of the 30-day Federal Reserve "AA" Non-
Financial commercial paper composite rate (or if no such rate is
established for that day, then the applicable rate would be the
rate for the next preceding day for which such rate was
established).
If only External Funds comprise the funds available in
the Utility Money Pool, the interest rate applicable to loans of
such External Funds will be equal to the lending company's cost
for such External Funds (or, if more than one Utility Money Pool
Participant had made available External Funds on such day, the
applicable interest rate will be a composite rate equal to the
weighted average of the cost incurred by the respective Utility
Money Pool participants for such External Funds).
In cases where both Internal Funds and External Funds
are concurrently borrowed through the Utility Money Pool, the
rate applicable to all loans comprised of such "blended" funds
will be a composite rate equal to the weighted average of (a) the
cost of all Internal Funds contributed by Utility Money Pool
Participants (as determined pursuant to the second preceding
paragraph above) and (b) the cost of all such External Funds (as
determined pursuant to the immediately preceding paragraph
above). In circumstances where Internal Funds and External Funds
are available for loans through the Utility Money Pool, loans may
be made exclusively from Internal Funds or External Funds, rather
than from a "blend" of such funds, to the extent it is expected
that such loans would result in a lower cost of borrowing.
Certain Costs. The cost of compensating balances
and/or fees paid to banks to maintain credit lines by Utility
Money Pool Participants lending External Funds to the Utility
Money Pool will initially be paid by the participant maintaining
such line. Commitment fees will be allocated by usage of
proceeds. A portion of such costs, or all of such costs in the
event a Utility Money Pool Participant establishes a line of
credit solely for purposes of lending any External Funds obtained
thereby into the Utility Money Pool, will be retroactively
allocated every month to the companies borrowing such External
Funds through the Utility Money Pool in proportion to their
respective daily outstanding borrowings of such External Funds.
Investment of Surplus Funds. Funds not required by the
Utility Money Pool to make loans (with the exception of funds
required to satisfy the Utility Money Pool's liquidity
requirements) will ordinarily be invested in one or more short-
term investments, including: (i) interest-bearing accounts with
banks; (ii) obligations issued or guaranteed by the U.S.
government and/or its agencies and instrumentalities, including
obligations under repurchase agreements; (iii) obligations issued
or guaranteed by any state or political subdivision thereof,
provided that such obligations are rated not less than A by a
nationally recognized rating agency; (iv) commercial paper rated
not less than A-1 or P-1 or their equivalent by a nationally
recognized rating agency; (v) money market funds; (vi) bank
certificates of deposit and bankers acceptances; (vii) Eurodollar
certificates of deposit or time deposits; (viii) investment grade
medium term notes, variable rate demand notes and variable rate
preferred stock; and (ix) such other investments as are permitted
by Section 9(c) of the Act and Rule 40 thereunder.
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Allocation of Interest Income and Investment Earnings.
The interest income and investment income earned on loans and
investments of surplus funds will be allocated among the
Participants in the Utility Money Pool in accordance with the
proportion each participant's contribution of funds bears to the
total amount of funds in the Utility Money Pool and the cost of
funds provided to the Utility Money Pool by such participant.
Repayment. Each applicant receiving a loan through the
Utility Money Pool will be required to repay the principal amount
of such loan, together with all interest accrued thereon, on
demand or on a date agreed by the parties to the transaction,
but in any event within one year of the date on which such
loan was made. All loans made through the Utility Money Pool may
be prepaid by the borrower without premium or penalty. Interest
will be accrued by each borrower monthly.
Form of Loans to Applicants. All loans through the
Utility Money Pool will be made on or before February 27, 2003
and will be made pursuant to open-account advances, repayable
upon demand or on a date agreed by the parties to the
transaction, but in any event not later than one year after the
date of the advance; provided, that each lending party will at
all times be entitled to receive upon demand one or more
promissory notes evidencing any and all loans by such lender.
Operation. Operation of the Utility Money Pool,
including record keeping and coordination of loans, will be
handled by Ameren Services under the authority of the appropriate
officers of the participating companies. Ameren Services will
administer the Utility Money Pool on an "at cost" basis.
The applicants further request that Ameren Services be
granted authority to file, on behalf of the applicants and on a
quarterly basis, certificates of notification pursuant to Rule 24
under the Act with respect to borrowings by the applicants
through the Utility Money Pool.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
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