(As filed December 21, 1998)
File No. 70 -9133
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
APPLICATION OR DECLARATION
ON
FORM U-1/A
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Ameren Corporation
Union Electric Company
Ameren Services Company
Union Electric Development Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Central Illinois Public Service Company
CIPSCO Investment Company
607 East Adams
Springfield, Illinois 62739
Electric Energy Incorporated
2100 Portland Road
Joppa, Illinois 62953
(Name of company or companies filing this statement
and address of principal executive offices)
Ameren Corporation
(Name of top registered holding company parent
of each applicant or declarant)
Steven R. Sullivan, Vice President
Ameren Services Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
William J. Niehoff, Esq. William T. Baker, Jr., Esq.
Ameren Services Company Thelen Reid & Priest LLP
1901 Chouteau Avenue 40 West 57th Street
P.O. Box 66149, MC 1310 New York, New York 10019-4097
St. Louis, Missouri
63166-6149
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
-------------------------------------
By order dated December 30, 1997,<F1> Ameren Corporation
("Ameren"), a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), was
authorized to acquire all of the issued and outstanding common
stock of Union Electric Company ("Union Electric") and Central
Illinois Public Service Company ("CIPS") (collectively, the
"Operating Companies"), each of which is an electric and gas
utility company, and Ameren Services Company, a subsidiary
service company, and to carry out various other transactions
related to the combination of Union Electric and CIPS. Ameren
also owns all of the issued and outstanding common stock of
CIPSCO Investment Company, which manages various non-utility
investments; Ameren Energy, Inc., an electricity, gas and energy
commodity brokering and marketing company which is an "energy-
related company" within the meaning of Rule 58; Ameren
Development Company ("Ameren Development"), also an "energy-
related company" within the meaning of Rule 58, which was formed
to acquire and hold the securities of other "energy-related
companies;" and Ameren Energy Communications, Inc., an "exempt
telecommunications company" within the meaning of Section 34 of
the Act.
Through the Operating Companies, Ameren indirectly holds 60%
of the outstanding common stock of Electric Energy Incorporated,
an electric utility generating subsidiary. Ameren's indirect non-
utility subsidiaries include Union Electric Development
Corporation, a wholly-owned subsidiary of Union Electric, which
directly or through subsidiaries of its own engages in various
energy-related activities, including, among others, the
production and sale of steam and chilled water, demand side
management programs, and the sale of customer-side-of the meter
services, and Ameren ERC, Inc., a wholly-owned subsidiary of
Ameren Development and an "energy-related company" within the
meaning of Rule 58 that engages in activities permitted under
such rule.
<F1> See Ameren Corporation, et al., Holding Co. Act Rel.
No.26809.
By order dated March 13, 1998 (the "Financing Order"),<F2>
the Commission authorized Ameren to issue and sell common stock
and other securities from time to time through February 27, 2003
(the "Authorization Period") in order to fund investments in
subsidiaries, to repay, redeem or retire securities of Ameren or
its subsidiaries, to provide working capital, and for other
corporate purposes. Under the Financing Order, Ameren is also
authorized to guarantee and provide other forms of credit support
in respect of the obligations of its existing and future non-
utility subsidiaries in an aggregate principal amount not to
exceed $300 million outstanding at any one time.
Ameren does not currently hold any direct or indirect
interest in any "exempt wholesale generator" ("EWG") or exempt
"foreign utility company" ("FUCO"), as those terms are defined in
Sections 32 and 33 of the Act, respectively. However, Ameren is
exploring potential opportunities to acquire the securities of or
other interest in one or more EWGs or FUCOs and therefore
requests a further order of the Commission authorizing it to use
the proceeds of financing (including guarantees) heretofore
authorized under the Financing Order to make such acquisitions,
subject to the limitations in the Financing Order and to the
added limitation that the amount of proceeds of such financing
(including guarantees) used to acquire any EWG or FUCO, when
added to Ameren's "aggregate investment" (as defined in Rule
53(a)(1)) in EWGs or FUCOs at any time shall not exceed 50% of
Ameren's "consolidated retained earnings" (also as defined in
Rule 53(a)(1)). At September 30, 1998, Ameren's consolidated
retained earnings were approximately $1.53 billion.
No other modification to the terms or limitations of the
Financing Order is requested herein. Ameren represents that no
part of the proceeds of any financing by the Operating Companies
will be used to finance any investment in an EWG or FUCO. Ameren
further represents that it will not seek to recover through the
rates of the Operating Companies any losses that it may sustain
in respect of any investment in an EWG or FUCO.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
The fees, commissions and expenses paid or incurred and to
be paid or incurred in connection with this Post-Effective
Amendment are estimated not to exceed $2,000.
<F2> See Ameren Corporation, et al., Holding Co. Act Rel. No.
26841.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
The proposed transactions are or may be subject to the
requirements of Sections 6(a), 7, 9(a), 10, 12(b), 12(c), 32 and
33 of the Act and Rules 42, 43, 45 and 53 thereunder.
COMPLIANCE WITH RULES 53 AND 54. Under Rule 53(a), the
Commission shall not make certain specified findings under
Sections 7 and 12 of the Act 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 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
FUCOs in determining whether to approve other transactions if
Rule 53(a), (b) and (c) are satisfied. These standards are met.
Rule 53(a)(1): As stated above, Ameren currently 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 which is a
"majority-owned subsidiary company" of Ameren will also be
maintained and prepared in conformity with GAAP, and Ameren shall
proceed in good faith, to the extent reasonable, to cause the
books and records and financial statements of each FUCO that is
not a "majority-owned subsidiary company" to be maintained and
prepared in accordance 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 has submitted or will submit a copy of
the Application or Declaration in this proceeding and each
amendment thereto, and will submit copies of any Rule 24
certificates required hereunder, 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.
-------------------
The proposed transactions, insofar as they relate to
Ameren's issuance of securities (including guarantees) for the
purpose of financing investments in an EWG or FUCO, are not
subject to the jurisdiction of any state commission or of any
federal commission other than the Commission.
ITEM 5. PROCEDURE.
---------
The applicants requests that the Commission's order be
issued as soon as the rules allow, and that there be no thirty-
day waiting period between the issuance of the Commission's order
and the date on which it is to become effective. The applicants
hereby waive a recommended decision by a hearing officer or other
responsible officer of the Commission and hereby consent that the
Division of Investment Management may assist in the preparation
of the Commission's decision and/or order in the matter unless
such Division opposes the matters covered hereby.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
(a) Exhibits.
--------
G - Financial Data Schedule. (Incorporated by
Reference to Exhibit 27 to Ameren Form 10-Q
for the period ended September 30, 1998)
(File No. 1-14756).
H - Form of Federal Register Notice.
(b) Financial Statements.
--------------------
FS-1 - Ameren Consolidated Balance Sheet as of
September 30, 1998, and Consolidated
Statements of Income and Consolidated
Condensed Statement of Cash Flows for the
nine months ended September 30, 1998
(Incorporated by Reference to Ameren Form 10-
Q for the period ended September 30, 1998)
(File No. 1-14756).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
---------------------------------------
(a) In light of the nature of the proposed
transactions, as described in Item 1 hereof, the Commission's
action in this matter will not constitute any major federal
action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
<PAGE>
SIGNATURE
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 and
Secretary
Union Electric Company
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title: Vice President and
Secretary
Ameren Services Company
By: /s/ Jerre E. Birdsong
---------------------
Name: Jerre E. Birdsong
Title: Treasurer
Union Electric Development Corporation
By: /s/ Jerre E. Birdsong
---------------------
Name: Jerre E. Birdsong
Title: Vice President and
Treasurer
(Signatures continued on next page)
Central Illinois Public Service Company
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title: Secretary
CIPSCO Investment Company
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title: Secretary
Electric Energy Incorporated
By: /s/ R. Alan Kelley
------------------
Name: R. Alan Kelley
Title: President
Dated: December 21, 1998
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
H Form of Federal Register Notice
EXHIBIT H
FORM OF NOTICE OF PROPOSED TRANSACTIONS
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
-----
Filings under the Public Utility Holding Company Act of 1935, as
amended ("Act")
January , 1999
--
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 , 1999 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) as 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 , 1999, the
-------------
application(s) and/or declaration(s), as filed or as amended, may
be granted and/or permitted to become effective.
* * * * * *
AMEREN CORPORATION, et al. (70-9133)
-------------------------
Ameren Corporation ("Ameren") is a registered holding
company under the Act whose principal business address is at 1901
Chouteau Avenue, St. Louis, Missouri 63103.<F1> Ameren's wholly-
owned public-utility subsidiaries are Union Electric Company
("Union Electric") and Central Illinois Public Service Company
("CIPS," and, with Union Electric, the "Operating
---------------------------
<F1> See Ameren Corporation, et al., Holding Company Act Release
No. 26809 (December 30, 1997).
<PAGE>
Companies").<F2> Ameren's non-utility subsidiaries include
Ameren Development Company ("Ameren Development"), which engages
directly and indirectly through other subsidiaries, including
Ameren ERC, Inc., in various energy-related businesses; Ameren
Energy, Inc., which engages in brokering and marketing of energy
commodities and services; Union Electric Development
Corporation, a subsidiary of Union Electric that is engaged
directly and through other subsidiaries in various energy-related
and non-utility businesses; CIPSCO Investment Company, a
subsidiary of CIPS that manages various non-utility investments
for CIPS; and Ameren Energy Communications, Inc., an "exempt
telecommunications company" within the meaning of Section 34 of
the Act.
By order dated March 13, 1998 (the "Financing Order"),<F3>
the Commission authorized Ameren to issue and sell common stock
and other securities from time to time through February 27, 2003
(the "Authorization Period") in order to fund investments in
subsidiaries, to repay, redeem or retire securities of Ameren or
its subsidiaries, to provide working capital, and for other
corporate purposes. Under the Financing Order, Ameren is also
authorized to guarantee and provide other forms of credit support
in respect of the obligations of its existing and future non-
utility subsidiaries in an aggregate principal amount not to
exceed $300 million outstanding at any one time.
Ameren does not currently hold any direct or indirect
interest in any "exempt wholesale generator" ("EWG") or exempt
"foreign utility company" ("FUCO"), as those terms are defined in
Sections 32 and 33 of the Act, respectively. However, Ameren
states that it is exploring potential opportunities to acquire
the securities of or other interest in one or more EWGs or FUCOs
and therefore requests a further order of the Commission
authorizing it to use the proceeds of financing (including
guarantees) heretofore authorized under the Financing Order to
make such acquisitions, subject to the limitations in the
Financing Order and to the added limitation that the amount of
proceeds of such financing (including guarantees) used to acquire
any EWG or FUCO, when added to Ameren's "aggregate investment"
(as defined in Rule 53(a)(1)) in EWGs or FUCOs at any time shall
not exceed 50% of Ameren's "consolidated retained earnings" (also
as defined in Rule 53(a)(1)). At September 30, 1998, Ameren
states that its consolidated retained earnings were approximately
$1.53 billion.
Ameren is not requesting any other modification to the terms
or limitations of the Financing Order. Ameren represents that no
part of the proceeds of any financing by the Operating Companies
will be used to finance any investment in an EWG or FUCO. Ameren
further represents that it will not seek to recover through the
rates of the Operating Companies any losses that it may sustain
in respect of any investment in an EWG or FUCO.
-------------------------
<F2> Through the Operating Companies, Ameren indirectly holds 60%
of the outstanding common stock of Electric Energy Incorporated,
an electric utility generating subsidiary.
<F3> See Ameren Corporation, et al., Holding Co. Act Rel. No.
26841
<PAGE>
The proposed transactions, insofar as they relate to
Ameren's issuance of securities (including guarantees) for the
purpose of financing investments in an EWG or FUCO, are not
subject to the jurisdiction of any state commission or of any
federal commission other than the Commission.
