<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998
Registration Statement No. 33-_______________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under The
Securities Act Of 1933
--------------------------------------------------------------
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
State of Missouri 43-1723446
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Address, including zip code, of principal executive offices)
--------------------------------------------------------------
AMEREN CORPORATION
LONG-TERM INCENTIVE PLAN OF 1998
(Full title of the plan)
DONALD E. BRANDT, Senior Vice President, Finance
JAMES C. THOMPSON, Secretary
1901 Chouteau Avenue, St. Louis, Missouri 63103
(314) 621-3222
(Names, address and telephone number, including area code,of agents for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Proposed
Title of securities Amount maximum maximum Amount of
to be registered to be offering price aggregate registration
Registered per unit* offering price fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value, including 4,000,000 shares $41.125 $164,500,000 $49,848
related rights
=============================================================================================================================
</TABLE>
* Calculated in accordance with Rule 457(h) on the basis of the average of the
high and low prices of Ameren Corporation Common Stock as reported on the
New York Stock Exchange Composite Tape on April 18, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, previously filed with the Commission by the
Registrant (File No. 1-14756) pursuant to the Securities Exchange Act of 1934,
as amended, are incorporated by reference in this Registration Statement:
1. The Registrants's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. The Registrant's Current Reports on Form 8-K dated December 31,
1997, January 20, 1998 and March 13, 1998.
3. The Registrant's Registration Statement on Form S-4 (Reg. No.33-
64165), filed November 13, 1995, which includes a description of the Common
Stock of the Registrant.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
William E, Jaudes, Esq., Vice President and General Counsel of the
Registrant, will pass upon the legality of the shares of Common Stock and
related rights of the Registrant to be issued under the Plan. Mr. Jaudes will be
eligible to receive awards under the Plan.
Item 6. Indemnification of Directors and Officers
Article IV of the Registrant's By-Laws, consistent with the applicable
provisions of the Missouri General and Business Corporation Law (the "MGBCL"),
provides for indemnification of directors and officers. These provisions provide
that any person shall be indemnified for expenses and liabilities imposed upon
such person in connection with any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Registrant, by reason of the fact
that such person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer,
II - 1
<PAGE>
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
In a proceeding brought by or in the right of the Registrant, no
indemnification shall be made with respect to any claim as to which an officer
or director has been adjudged to have been liable to Registrant, unless the
court determines that such a person is reasonably and fairly entitled to
indemnification for expenses. However, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
The By-laws, consistent with the applicable provisions of the MGBCL,
provide that indemnification shall be made by the Registrant only if a
determination has been made by a majority vote of a quorum of the disinterested
directors or by the shareholders or by independent legal counsel, that the
director or officer met the required standard of conduct. The Registrant is
authorized to purchase liability insurance on behalf of an officer or director
whether or not the Registrant would otherwise have the power to indemnify such
person.
The By-laws, consistent with the applicable provisions of the MGBCL,
further provide that, in addition to the indemnities described in the preceding
paragraphs, the Registrant will further indemnify its officers and directors to
the maximum extent permitted by law, provided that no indemnity may be given for
conduct that is adjudged to be knowingly fraudulent, deliberately dishonest, or
willful misconduct.
Item 7. Exemptions from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No.
4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Annex F of the Form S-4
Registration Statement of the Registrant, Reg. No. 33-
64165).
4.2 By-Laws of the Registrant (incororated by reference to
Exhibit 3(ii) of the 1997 Form 10-K).
II - 2
<PAGE>
5 Opinion of William E. Jaudes as to the legality of the
securities being issued.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of William E. Jaudes (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration
II - 3
<PAGE>
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II - 4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of St. Louis, State of Missouri, on the 23rd day of
April, 1998.
AMEREN CORPORATION
By /s/ Donald E. Brandt
---------------------
DONALD E. BRANDT
Senior Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date above indicated.
Signature Title
/s/ Charles W. Mueller* Chairman, President and Chief
- ----------------------- Executive Officer and Director
CHARLES W. MUELLER (Principal Executive Officer)
/s/ Donald E. Brandt Senior Vice President, Finance
- -------------------- (Principal Financial and
DONALD E. BRANDT Accounting Officer)
/s/ Clifford L. Greenwalt* Director
- --------------------------
CLIFFORD L. GREENWALT
/s/ William E. Cornelius* Director
- -------------------------
WILLIAM E. CORNELIUS
/s/ Thomas A. Hays* Director
- -------------------
THOMAS A. HAYS
II - 5
<PAGE>
/s/ Richard A. Liddy* Director
- ---------------------
RICHARD A. LIDDY
Director
- ---------------------
GORDAN R. LOHMAN
/s/ Richard A. Lumpkin* Director
- -----------------------
RICHARD A. LUMPKIN
/s/ John Peters MacCarthy* Director
- --------------------------
JOHN PETERS MACCARTHY
Director
- ------------------------
HANNE M. MERRIMAN
/s/ Paul L. Miller, Jr.* Director
- ------------------------
PAUL L. MILLER, JR.
/s/ Robert H. Quenon* Director
- ---------------------
ROBERT H. QUENON
/s/ Harvey Saligman* Director
- --------------------
HARVEY SALIGMAN
/s/ Charles J. Schukai* Director
- -----------------------
CHARLES J. SCHUKAI
/s/ Janet McAfee Weakley* Director
- -------------------------
JANET MCAFEE WEAKLEY
II - 6
<PAGE>
Director
- -----------------------
JAMES W. WOGSLAND
*By /s/ James C. Thompson
---------------------
JAMES C. THOMPSON
Attorney-In-Fact
II - 7
<PAGE>
[AMEREN CORPORATION LETTERHEAD]
April 23, 1998 EXHIBIT 5
Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Re: Registration Statement on Form S-8 Relating to 4,000,000 Shares of
Common Stock, Including Related Rights
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by Ameren Corporation, a Missouri corporation (the "Company"),
with the Securities and Exchange Commission on April 23, 1998 in connection with
the registration under the Securities Act of 1933, as amended, of 4,000,000
shares of the Common Stock, $.01 par value per share, including related rights
(the "Common Stock"), of the Company to be offered and sold pursuant to the
Ameren Corporation Long-Term Incentive Plan of 1998 (the "Plan").
As Vice President and General Counsel of the Company, I have examined the
Restated Articles of Incorporation and the By-laws of the Company, each as
amended to the date hereof, the records of corporate proceedings and other
actions taken by the Company in connection with the authorization, issuance and
sale of the Common Stock and such other documents and materials as I have deemed
necessary or appropriate to enable me to deliver this opinion.
Based upon the foregoing, I am of the opinion that:
Subject to (i) compliance with applicable state securities laws, (ii)
approval of the Plan by the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935, and (iii) the filing and effectiveness of
the Registration Statement with the Securities and Exchange Commission, the
Common Stock, when issued and sold in the manner described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours truly,
/s/ William E. Jaudes
----------------------
William E. Jaudes
Vice President and General Counsel
Ameren Corporation
II - 8
<PAGE>
[PRICE WATERHOUSE LLP LETTERHEAD]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1998, which appears on
page 17 of the 1997 Annual Report to Shareholders of Ameren Corporation, which
is incorporated by reference in Ameren Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997. We also consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
December 17, 1997, which appears on page 9 of Exhibit 99-2 to the Ameren
Corporation Current Report on Form 8-K dated December 31, 1997, with respect to
the supplemental consolidated financial statements of Ameren Corporation as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, except as such Ameren Corporation financial statements relate
to Central Illinois Public Service Company and CIPSCO Investment Company. The
Central Illinois Public Service Company and CIPSCO Investment Company financial
statements were audited by another independent accountant. We also consent to
the incorporation by reference in the Registration Statement on Form S-4 (No.
33-64165) of Ameren Corporation dated November 13, 1995 (the "Form S-4") of our
report dated February 1, 1996, which appears on page 16 of Union Electric
Company's 1995 Annual Report to Shareholders which is incorporated by reference
in Union Electric Company's Annual Report on Form 10-K for the year ended
December 31, 1995, which Form 10-K is incorporated by reference in the Form S-4.
The Form S-4 is incorporated by reference in this Registration Statement on Form
S-8. We also consent to the application of our reports to the Financial
Statement Schedules, which appear on page 10 of Ameren Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997 and page 12 of Union
Electric Company's Annual Report on Form 10-K for the year ended December 31,
1995, for each of the five years in the period ended December 31, 1997, when
such Schedules are read in conjunction with the financial statements referred to
in our reports dated February 5, 1998 and February 1, 1996.
/S/ Price Waterhouse LLP
- -------------------------
Price Waterhouse LLP
St. Louis, Missouri
April 23, 1998
II - 9
<PAGE>
[ARTHUR ANDERSEN LLP LETTERHEAD]
Exhibit 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
January 31, 1997, January 26, 1996, and January 27, 1995, included in CIPSCO
Incorporated's Form 10-K for the years ended December 31, 1996, 1995 and 1994,
respectively, and to all references to our Firm included in this Registration
Statement.
/S/ Arthur Andersen LLP
------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 23, 1998
II - 10
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Charles W.
Mueller hereby appoints Donald E. Brandt and/or James C. Thompson the true and
lawful attorneys-in-fact of the undersigned, for and in the name, place and
stead of the undersigned, to affix the name of the undersigned as a Director and
as Chairman of The Board, President, and Chief Executive Officer, of Ameren
Corporation to a Registration Statement(s) and any amendments thereto to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, covering the issue of Common Stock under the dividend reinvestment and
stock purchase plan, stock incentive plan, and savings investment plans, as
authorized by the Company's Board of Directors on December 17, 1997, and, for
the performance of the same acts, each with power to appoint in their place and
stead and as their substitute, one or more attorneys-in-fact for the
undersigned, with full power of revocation; hereby ratifying and confirming all
that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 23rd day of December, 1997.
Charles W. Mueller (L.S.)
------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 23rd day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Charles W. Mueller,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Donald E.
Brandt hereby appoints Charles W. Mueller and/or James C. Thompson the true and
lawful attorneys-in-fact of the undersigned, for and in the name, place and
stead of the undersigned, to affix the name of the undersigned as the principal
financial and accounting officer of Ameren Corporation to a Registration
Statement(s) and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, covering the issue of
Common Stock under the dividend reinvestment and stock purchase plan, stock
incentive plan, and savings investment plans, as authorized by the Company's
Board of Directors on December 17, 1997, and, for the performance of the same
acts, each with power to appoint in their place and stead and as their
substitute, one or more attorneys-in-fact for the undersigned, with full power
of revocation; hereby ratifying and confirming all that said attorneys-in-fact
may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 23rd day of December, 1997.
Donald E. Brandt (L.S.)
--------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 23rd day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Donald E. Brandt, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned William E.
Cornelius hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 19th day of December, 1997.
William E. Cornelius (L.S.)
------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 19th day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared William E. Cornelius,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Clifford L.
Greenwalt hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 31st day of December, 1997.
Clifford L. Greenwalt (L.S.)
-------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 31st day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Clifford L. Greenwalt,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Thomas A.
Hays hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 20th day of December, 1997.
Thomas A. Hays (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 20th day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Thomas A. Hays, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Richard A.
Liddy hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 23rd day of December, 1997.
Richard A. Liddy (L.S.)
-----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 23rd day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Richard A. Liddy, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Richard A.
Lumpkin hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 31st day of December, 1997.
Richard A. Lumpkin (L.S.)
-------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 31st day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Richard A. Lumpkin,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned John Peters
MacCarthy hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 19th day of December, 1997.
John Peters MacCarthy (L.S.)
---------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 19th day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared John Peters MacCarthy,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Paul L.
Miller, Jr. hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name
of the undersigned as a Director of Ameren Corporation to a Registration
Statement(s)and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, covering the issue of
Common Stock under the dividend reinvestment and stock purchase plan, stock
incentive plan, and savings investment plans, as authorized by the Company's
Board of Directors on December 17, 1997, and, for the performance of the same
acts, each with power to appoint in their place and stead and as their
substitute, one or more attorneys-in-fact for the undersigned, with full power
of revocation; hereby ratifying and confirming all that said attorneys-in-fact
may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 31st day of December, 1997.
Paul L. Miller, Jr. (L.S.)
------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 31st day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Paul L. Miller, Jr.,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Robert H.
Quenon hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 24th day of December, 1997.
Robert H. Quenon (L.S.)
-----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 24th day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Robert H. Quenon, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Harvey
Saligman hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 23rd day of December, 1997.
Harvey Saligman (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 23rd day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Harvey Saligman, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Charles J.
Schukai hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 23rd day of December, 1997.
Charles J. Schukai (L.S.)
-----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 23rd day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Charles J. Schukai,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Barbara Lungwitz
----------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Janet McAfee
Weakley hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Ameren Corporation to a Registration Statement(s)
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering the issue of Common Stock
under the dividend reinvestment and stock purchase plan, stock incentive plan,
and savings investment plans, as authorized by the Company's Board of Directors
on December 17, 1997, and, for the performance of the same acts, each with power
to appoint in their place and stead and as their substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 19th day of December, 1997.
Janet M. Weakley (L.S.)
-----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 19th day of December, 1997, before me, the undersigned
Notary Public in and for said State, personally appeared Janet McAfee Weakley,
known to me to be the person described in and who executed the foregoing power
of attorney and acknowledged to me that she executed the same as her free act
and deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
Kathleen D. O'Reilly
--------------------
