<PAGE>
File No. 70-9133
As filed with the Securities and Exchange Commission on March 12, 1998.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
AMENDMENT NO. 1
TO FORM U-1 APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
---------------------------------
(Names of companies filing this statement
and addresses of principal executive offices)
Ameren Corporation
Union Electric Company
Ameren Services Company
Union Electric Development Corporation
1901 Chouteau Avenue
St. Louis, Mo. 63103
Central Illinois Public Service Company
CIPSCO Investment Company
607 East Adams
Springfield, Il. 62739
Electric Energy Incorporated
2100 Portland Road
Joppa, Il. 62953
(Name of top registered holding company)
Ameren Corporation
(Names and addresses of agents for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application to:
William J. Niehoff William J. Harmon
Ameren Services Company Jones, Day, Reavis & Pogue
1901 Chouteau Avenue 77 West Wacker, Suite 3500
P.O. Box 66149, MC 1310 Chicago, IL 60601-1692
St. Louis, MO 63166-6149
<PAGE>
This Amendment No. 1 to the Form U-1 Application filed October 28, 1997
(the "Original Form U-1") is being filed to make certain additions and deletions
to the information provided in the Original Form U-1 and restates in its
entirety the Form U-1 Application, as follows.
Item 1. Description of Proposed Transaction
-----------------------------------
A. General
-------
Under the Agreement and Plan of Merger executed by CIPSCO Incorporated
("CIPSCO") and Union Electric Company ("UE") on August 11, 1995 (the "Merger
Agreement"), CIPSCO and UE organized a new Missouri corporation, Ameren
Corporation ("Ameren"), to serve as a result of the mergers provided for therein
(the "Transaction") as the holding company for Central Illinois Public Service
Company ("CIPS") and UE, as well as for CIPSCO Investment Company ("CIC"). The
Transaction was effective December 31, 1997. Consequently, Ameren owns the
common stock of two combination public utility subsidiaries, UE and CIPS, as
well as the common stock of CIC. UE will continue to own 40% of Electric Energy
Incorporated ("EEI"), an electric public utility, and the common stock of Union
Electric Development Corporation ("UEDC"), which is primarily engaged in non-
utility businesses. CIPS will continue to own 20% of the common stock of EEI,
and CIC will continue to own the capital stock of those subsidiaries engaged in
the unregulated non-utility investment business of CIPSCO. EEI has become an
affiliate and subsidiary of Ameren. In addition, Ameren owns the stock of
Ameren Services Company.
Ameren previously filed an Application/Declaration on Form U-1 with the
Securities and Exchange Commission ("Commission") requesting authorization under
Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended,
("Act") to consummate the Transaction described above in File No. 70-8945,
("Merger U-1"). Ameren has registered as a holding company under the Act. Each
of the entities that will be directly and indirectly owned subsidiaries (as
defined in the Act) of Ameren upon consummation of the transactions described in
the Merger U-1, is referred to herein individually as a "Subsidiary" and
collectively as "Subsidiaries". The terms "Subsidiary" and "Subsidiaries" shall
also include entities that become subsidiaries of Ameren after the consummation
of the Transaction. UE, CIPS and EEI are referred to as "Utility Subsidiaries".
Other Subsidiaries will be referred to as "Non-Utility Subsidiaries".
In order to ensure that Ameren and its Subsidiaries ("Applicants") are able
to meet their capital requirements upon registration, the Applicants are hereby
requesting authorization for financing transactions for the period beginning
with the effective date of the order approving this Application and continuing
for a period through February 27, 2003 ("Authorization Period").
B. Description of the Parties to the Transaction
---------------------------------------------
Ameren Corporation is a registered holding company that owns the stock of
Ameren Services Company, UE, CIPS, CIC, and UEDC. Through UE and CIPS, Ameren
owns 60% of the stock of EEI. Ameren Services Company will be a mutual service
company providing services to the holding company system. UE is a Missouri
corporation also authorized to do business in Illinois and is a public utility
company. The principal business of UE is to provide electric energy and natural
gas services to customers in a 24,500 square mile area of Missouri and Illinois.
CIPS is an Illinois
2
<PAGE>
corporation that supplies electricity and natural gas services in a 20,000
square mile territory in Illinois. CIPS is a public utility. CIC manages non-
utility investments and has four first-tier subsidiaries. UEDC owns energy-
related and civic investments in the UE service area. EEI was formed in the
1950's and provides electric energy to a United States Department of Energy
uranium enrichment plant near Paducah, Kentucky. CIPSCO did not survive in the
Transaction. A description of each of these entities is set forth in the Merger
U-1, which is incorporated herein by reference.
C. Overview of Financing Request
-----------------------------
The Applicants hereby request authorization to engage in the financing
transactions set forth herein during the Authorization Period.
The approval of this Application will permit Ameren to efficiently and
effectively carry on its business activities and will provide benefits to both
customers and shareholders. Approval is consistent with the Commission decision
in New Century Energies, Release No. 35-26750 (Aug. 1, 1997); See also, Columbia
Gas Systems, Release No. 35-26634 (Dec. 23, 1996); Gulf States Utilities Co.,
Release No. 35-26451 (Jan. 16, 1996).
The authorization requested herein relates to (i) external issues of common
stock, debt, including credit lines, and other securities by and for Ameren;
(ii) external issues of debt securities not subject to the Rule 52 exemption,
including short term debt, interest rate swaps and credit lines, by and for the
Utility Subsidiaries; (iii) intra-system financing among Ameren and its Non-
Utility Subsidiaries not subject to the Rule 52 exemption, including the ability
to issue intra-system guarantees; and (iv) the ability of the Subsidiaries to
alter their capital stock in order to engage in financing with their parent
company.
Ameren represents that at no time will any securities be issued hereunder
if after such issuance the consolidated common equity ratio of the Ameren system
would be below 30 per cent.
3
<PAGE>
The total financing for which approval is sought (other than guarantees and
interest rate swaps) is summarized below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------
Dollars in Consolidated Ameren UE CIPS EEI
Millions
<S> <C> <C> <C> <C> <C>
Common $ 573* $573* 0 0 0
Stock
- ------------------------------------------------------------------
Short-Term
Debt
- ------------------------------------------------------------------
--CP $ 760 0 $ 575 $125 $60
- ------------------------------------------------------------------
--Lines $ 585 0 $ 425 $125 $35
- ------------------------------------------------------------------
--Short- $ 300 $300 0 0 0
Term
Debt
(CP or Lines)
- ------------------------------------------------------------------
Total Debt $1,645 $300 $1,000 $250 $95
- ------------------------------------------------------------------
Total $2,218 $873 $1,000 $250 $95
- ------------------------------------------------------------------
</TABLE>
* The requested authority is for up to 15 million shares. The amount
above is based on an assumed issuance price of $38.1875, the closing price on
the NYSE on February 26, 1998.
D. Parameters for Financing Authorization
--------------------------------------
This Application requests authority to engage in certain financing
transactions during the Authorization Period for which the specific terms and
conditions may not be known at this time and which are not covered by Rule 52
without further prior approval by the Commission. The following general terms
will be applicable where appropriate to the financing transactions of Ameren and
the Utility Subsidiaries requested to be authorized hereby.
1. Effective Cost of Money. The effective cost of money on short term
debt financings and credit lines, when issued, may not exceed 300 basis points
over the six month London Interbank Offered Rate (LIBOR); the effective cost of
money on preferred stock and other fixed income oriented securities, when
issued, may not exceed 500 basis points over the interest rate on 30-year U.S.
Treasury securities.
2. Issuance Expenses. Issuance expenses in connection with any non-
competitive offerings of securities, including any underwriting fees, commission
or other similar compensation, will not exceed 5% of the principal or total
amount of the securities being issued.
4
<PAGE>
3. Use of Proceeds. The proceeds from the financings authorized by the
Commission pursuant to this Application will be used for general and corporate
purposes, including (i) financing, in part, of capital expenditures by Ameren or
its Subsidiaries, (ii) the repayment, redemption, refunding or purchase of debt
and capital stock of Ameren or its Subsidiaries without the need for prior
Commission approval pursuant Rule 42 or a successor rule, (iii) financing
working capital requirements and capital spending of the Ameren system and (iv)
other lawful general purposes.
The consolidated estimated capital requirements budget of Ameren over
the 1998-2003 period is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
(Dollars in Consolidated Ameren/ UE CIPS EEI
millions) Nonutility
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital $1,768 $ 100 $1,218 $420 $ 30
Expenditures
- ---------------------------------------------------------------
Debt Retirement $ 476 $ 0 $ 210 $179 $ 87
- ---------------------------------------------------------------
Rule 58 $ 750 $ 750 $ 0 $ 0 $ 0
investment
- ---------------------------------------------------------------
Working Capital $ 472 $ 150 $ 170 $100 $ 52
- ---------------------------------------------------------------
Total $3,466 $1,000 $1,598 $699 $169
- ---------------------------------------------------------------
</TABLE>
The Applicants represent that no financing proceeds will be used to acquire
a new subsidiary unless the financing is consummated in accordance with an order
of the Commission or an available exemption under the Act.
E. Description of Specific Types of Financings
-------------------------------------------
1. Ameren External Financings
--------------------------
Ameren may obtain funds externally through sales of common stock and/or
debt financing, including commercial paper sales and credit lines.
a. Common Stock
In the Merger U-1, Ameren requested authority to issue 137,215,462 shares
of common stock in exchange for all outstanding shares of UE and CIPSCO. (File
No. 70-8945). Further, Ameren requested authority to issue and/or acquire up to
15 million shares of Ameren Common Stock in open market transactions over the
period ending five years after the date of the Commission's approving order in
that docket, for purposes of Ameren's proposed benefit and dividend reinvestment
plan and certain employee benefit plans of UE, CIPS and Ameren Services that
will use Ameren Common Stock. (File No. 70-8945). In a Form U-1 Declaration
filed February 17, 1998 (File No. 70-9177)
5
<PAGE>
(the "LTIP U-1"), Ameren sought similar authority relating to 4 million shares
of Ameren Common Stock for the Ameren Corporation Long-Term Incentive Plan of
1998 ("Ameren LTIP").
Ameren hereby requests authority to issue up to 15 million shares for
general corporate purposes as described in Item 1.D. hereof other than for use
in the DRIP or the benefit plans described in the Merger U-1 or the LTIP U-1.
Common stock financings may be issued and sold pursuant to underwriting
agreements of a type generally standard in the industry. Public distributions
may be pursuant to private negotiation with underwriters, dealers or agents or
effected through competitive bidding among underwriters. In addition, sales of
common stock may be made through private placements or other nonpublic offerings
to one or more persons. Common stock may be sold through underwriters or
dealers, through agents, directly to a limited number of purchasers or a single
purchaser.
b. Indebtedness
The aggregate amount of short-term debt of Ameren issued and sold or
borrowed under commercial paper or credit lines established pursuant to the
authorization sought by this Application to be outstanding at any time during
the Authorization Period shall not exceed $300,000,000 to be used for the
purposes described in Item 1.D. above.
Ameren may sell commercial paper, from time to time, in established
domestic paper markets. Such commercial paper would be sold to dealers at the
discount rate per annum prevailing at the date of issuance for commercial paper
of comparable quality and maturities sold to commercial paper dealers generally.
It is expected that the dealers acquiring commercial paper from Ameren will
reoffer such paper at a discount to corporate, institutional investors such as
commercial banks, insurance companies, pension funds, investment trusts,
foundations, colleges and universities, finance companies and nonfinancial
corporations.
Subject to the aggregate $300,000,000 limitation described above, Ameren
may establish credit lines of up to 100% of the amount authorized for commercial
paper to back up outstanding commercial paper and may enter into credit
agreements or other borrowing facilities with commercial banks, trust companies
or other lenders providing for revolving credit or term loans during commitment
periods not longer than the Authorization Period. The proceeds of such
borrowings will be used for the purposes described in Item 1.D. above.
6
<PAGE>
2. External Utility Subsidiary Financings
--------------------------------------
Rule 52 provides an exemption from the prior authorization requirements of
the Act for most of the issuances and sales of securities by UE and CIPS because
they must be approved by the Missouri Public Service Commission ("MPSC") and the
Illinois Commerce Commission ("ICC") for UE and by the ICC for CIPS. However,
certain external financings by the Utility Subsidiaries for which authorization
is requested herein may be outside the Rule 52 exemption. All securities issued
by UE and CIPS, except for securities with maturity dates of less than 12
months, are approved by the MPSC and/or the ICC. Existing short term debt of UE
and CIPS has been authorized by the Federal Energy Regulatory Commission
("FERC"). Financing authority for EEI is obtained from the FERC. The authority
herein sought excludes financings exempt under Rule 52. Financing obtained
under this authorization will be used for general corporate purposes as
described in Item 1.D. above, other working capital requirements and
construction spending.
a. Commercial Paper
Authority is requested for UE to issue commercial paper in the aggregate
amount of $575,000,000 to be outstanding at any one time during the
Authorization Period.
Authority is requested for CIPS to issue commercial paper in the aggregate
amount of $125,000,000 to be outstanding at any one time during the
Authorization Period.
Authority is requested for EEI to issue commercial paper in the aggregate
amount of $60,000,000 to be outstanding at any one time during the Authorization
Period.
The Utility Subsidiaries request authority to sell commercial paper, from
time to time, in established domestic commercial paper markets in a manner
similar to Ameren as discussed above. Utility Subsidiaries may further maintain
back up lines of credit in an aggregate principal amount not to exceed the
amount of authorized commercial paper. Borrowings under commercial paper and
credit lines authorized under this section (a), will not exceed in the aggregate
$575,000,000 for UE, $125,000,000 for CIPS or $60,000,000 for EEI to be
outstanding at any one time.
b. Credit Lines
Credit lines may be set up for use by UE in the aggregate amount of
$425,000,000, by CIPS in the aggregate amount of $125,000,000 and by EEI in the
aggregate amount of $35,000,000 for general corporate purposes as described in
Item 1.D. above in addition to credit lines to support commercial paper as
described in subsection (a) above. Utility Subsidiaries would borrow and repay
under such lines of credit from time to time as it was deemed necessary or
appropriate. Borrowings under credit lines authorized under this section will
not exceed $425,000,000 for UE, $125,000,000 for CIPS or $35,000,000 for EEI to
be outstanding at any one time.
c. Interest Rate Swaps
7
<PAGE>
The Utility Subsidiaries request authority to enter into, perform, purchase
and sell financial instruments intended to manage the volatility of interest
rates, including but not limited to interest rate swaps, caps, floors, collars
and forward agreements or any other similar agreements to the extent the same
are not exempt under Rule 52, and in notational (i.e., principal) amounts
aggregating not in excess of the amount of debt outstanding at any one time.
Each Utility Subsidiary may employ interest rate swaps as a means of managing
risk associated with any of its outstanding debt issued pursuant to this
authorization or an applicable exemption. Utility Subsidiaries request
authority to make and continue use of financial hedging instruments in
connection with natural gas procurement and other Utility operations. Utility
Subsidiaries will not engage in speculative transactions.
Ameren represents that it will comply and cause the Utility Subsidiaries to
comply with the provisions of FAS No. 80 as it relates to interest rate swaps.
Ameren represents that the overall guidelines, parameters and controls
applicable to any swap or hedging transaction ("Derivative Guidelines") Ameren
proposes to enter shall be approved in writing by resolution of the Board of
Directors of Ameren. Further, two separate independent committees composed of
senior executive management personnel shall be formed to implement and monitor
Derivative Guidelines. One committee will approve swap or hedging transactions;
while the other committee shall oversee and ensure compliance with the
Derivative Guidelines for specific transactions. In addition, Ameren represents
that it will enter into swaps or hedging transactions only with counterparties
whose senior debt ratings, or the senior secured debt ratings of the parent
companies of such counterparties, as published by Standard and Poor's Ratings
Group, are greater than or equal to BBB+, or an equivalent rating from Moody's
Investors Service, Fitch Investor Service or Duff and Phelps. To the extent
Ameren must rely on the creditworthiness of parent companies, Ameren will obtain
guarantees from the parent companies of the counterparties.
3. External Non-Utility Subsidiary Financings
------------------------------------------
The Non-Utility Subsidiaries are engaged in and expected to continue to be
active in the development and expansion of their existing energy related or
otherwise functionally related, non-utility businesses in the Ameren system. As
such, they will require the ability to engage in financing transactions that are
commonly accepted for such types of investments. Such financings will be exempt
from prior Commission authorization pursuant to Rule 52(b).
4. Intra-System Financings for Non-Utility Subsidiaries
----------------------------------------------------
a. General
Ameren may finance certain of its Non-Utility Subsidiaries and certain Non-
Utility Subsidiaries may finance other Non-Utility Subsidiaries in the form of
open account advances, long-term loans, and/or capital stock purchases, agreed
to by Ameren or the lending Non-Utility Subsidiary as the case may be. Open
account advances will provide funds for general corporate purposes and other
working capital requirements and temporarily for capital expenditures until
long-term financing is obtained and/or cash generated internally. Ameren or the
lending Non-Utility Subsidiary will determine, at its discretion, how much
financing to give each borrowing Non-Utility Subsidiary as its needs dictate.
Such financings will be exempt pursuant to Rule 45. Ameren's or the lending
Non-Utility Subsidiary's long-term loans to, and purchase of capital stock from,
such borrowing Non-Utility Subsidiaries will provide financing for their capital
expenditures, and will be exempt transactions under Rule 52.
b. Guarantees
Ameren requests authorization to enter into guarantees, obtain letters of
credit, enter into guaranty type expense agreements or otherwise provide credit
support with respect to the obligations of its Non-Utility Subsidiaries as may
be appropriate to enable such system companies to carry on in the ordinary
course of their respective businesses, in an aggregate principal amount not to
exceed $300,000,000 outstanding at any one time. Such credit support may be in
the form of committed bank lines of credit.
8
<PAGE>
In addition, authority is requested for the Non-Utility Subsidiaries to
enter into arrangements with each other similar to that described with respect
to Ameren above, in an aggregate principal amount not to exceed $50,000,000
outstanding at any one time, except to the extent that the same are exempt
pursuant to Rule 45.
The limits on guarantees and other credit support obligations described
above are not to be included in the aggregate respective limits applicable to
external financings or the limits on intra system financing requested elsewhere
herein.
5. Changes in Capital Stock of Subsidiaries
----------------------------------------
The portion of an individual Subsidiary's aggregate financing to be
effected through the sale of stock to Ameren or other immediate parent company
during the Authorization Period cannot be ascertained at this time. It may
happen that the proposed sale of capital stock may in some cases exceed the then
authorized capital stock of such Subsidiary. In addition, the Subsidiary may
choose to use other forms of capital stock. As needed to accommodate such
proposed transactions and to provide for future issues, request is made for
authority to increase the amount or change the terms of any such Subsidiary's
authorized capital stock capitalization by an amount deemed appropriate by
Ameren or other immediate parent company in the instant case. A Subsidiary
would be able to change the par value, or change between par and no-par stock,
without additional Commission approval.
6. Exempt Wholesale Generators and Foreign Utility Companies
---------------------------------------------------------
The proceeds of any security sold under the authority sought hereunder will
not be used to acquire any exempt wholesale generator of foreign utility company
within the meaning of Rule 54. Accordingly, Applicants represent that all
applicable provisions of Rule 53 are satisfied because Ameren currently has no
investments in exempt wholesale generators or foreign utility companies.
7. Existing Financing Arrangements
-------------------------------
The existing financing arrangements of the Utility Subsidiaries are
referred to in Exhibit D-1 attached hereto.
8. Other Securities
----------------
It may become necessary or desirable during the Authorization Period for
Ameren and the Subsidiaries to issue and sell to associate and nonassociate
companies, other types of securities that are not exempt under rules 45 and 52
to minimize financing costs or to obtain new capital under changing market
conditions. Applicants request that the Commission reserve jurisdiction over
the issuance and amount of Other Securities pending completion of the record.
9. Reports
-------
Applicants will file with the Commission certificates pursuant to Rule 24
on a quarterly basis, beginning the first calendar quarter after the date of the
Commission's Order in this matter, within 60 days after the end of each of the
first three calendar quarters and 90 days after the end of the last calendar
quarter, or year end, to report transactions authorized under the Act by such
Order, and setting forth: (1) the purchase price per share and the market price
per share of any sales of common stock by Ameren as of the date of the agreement
of sale; (2) the total number of shares of Ameren common stock issued or
acquired during the quarter, under Ameren's (i) DRIP and (ii) Plans, including
the Ameren LTIP as defined in the LTIP U-1 and including those plans
contemplated by, but adopted after, such Order; (3) if a parent company
guarantee is issued during the quarter, the name of the parent company, the name
of the subsidiary and the amount, terms and purpose of the
9
<PAGE>
guarantee; (4) the amount and terms of any short-term debt issued by Ameren
during the quarter; (5) the amount and terms of any financings consummated by
any Utility Subsidiary during the quarter, which are not exempt under rule 52
under the Act; (6) the amount and terms of any financings consummated by any
Nonutility Subsidiary during the quarter which financings are not exempt under
rule 52; (7) a list of the Forms U-6B-2 filed with the Commission during the
quarter, including the name of the filing entity and the date of the filing; (8)
consolidated balance sheets as of the end of the quarter, and separate balance
sheets as of the end of the quarter for each company, including Ameren, that has
engaged in financing transactions during the quarter; and (9) future
registrations statements filed under the Securities Act of 1933, as amended,
with respect to securities that are the subject of this Application (to be filed
or incorporated by reference as exhibits to the next rule 24 certificate).
Item 2. Fees, Commissions and Expenses
------------------------------
Estimated Legal Fees
and Expenses $35,000
Estimated Miscellaneous
Expenses $ 5,000
-------
Total $40,000
Item 3. Applicable Statutory Provisions
-------------------------------
Sections 6(a), 7, 9(a), 10, and 12 of the Act and Rules 42, 43, 45 and 52
are considered applicable to the proposed transactions.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or provision or the rules or regulations other than those specifically
set forth herein, request for such authorization, approval or exemption is
hereby made.
Item 4. Regulatory Approvals
--------------------
No state or federal regulatory agency other than the Commission under the
Act has jurisdiction over the proposed transactions. If any such agency obtains
jurisdiction over any of the proposed transactions, any orders obtained will be
promptly filed with the Commission.
Item 5. Procedure
---------
The Applicants hereby request that there be no hearing on this Application
and that the Commission issue its order as soon as practicable after the filing
hereof. The Commission is respectfully requested to issue and publish the
requisite notice under Rule 23 with respect to the filing of this Application as
soon as possible specifying a date not later than the date of the Commission's
order for the Merger U-1, as the date which an order of the Commission granting
and permitting the Application to become effective may be entered by the
Commission. A form of Notice is filed herewith as Exhibit I-1.
10
<PAGE>
Without prejudice to its right to modify the same if a hearing should be
ordered on this Application, Ameren hereby makes the following specifications
required by paragraph (b) of Item 5 of Form U-1:
1. There should not be a recommended decision by a hearing officer or any
other responsible officer of the Commission.
2. The Division of Investment Management may assist in the preparation of
the Commission's decision and/or order.
3. There should not be a 30 day waiting period between issuance of the
Commission's order and the date on which the order is to become effective.
Item 6. Exhibits and Financial Statements
---------------------------------
A. Exhibits (All previously filed except as noted)
--------
A-1 Restated Articles of Incorporation of Ameren
B-1 Form of Credit Agreement for Ameren, UE, CIPS and EEI
B-2 Form of Commercial Paper Agreements for Ameren, UE and CIPS
B-3 Form of Standard Purchase Agreement -- Ameren Common Stock
D-1 Existing Orders of FERC authorizing short-term debt of UE, CIPS
and EEI
F-1.1 Preliminary Opinion of Counsel
F-1.2 Final "Past Tense" Opinion of Counsel (To be filed by Amendment)
F-2.1 Preliminary Opinion of Counsel (Jones, Day, Reavis & Pogue)
F-2.2 Final "Past Tense" Opinion of Counsel (Jones, Day, Reavis &
Pogue) (To be filed by Amendment)
G-1 Financial Data Schedule
H-1 Ameren Corporation Current Report on Form 8-K/A dated January 12,
1998 ("Ameren Form 8-K")
I-1 Proposed Form of Notice
J-1 Financial Data Schedule (Exhibit 27) (filed herewith)
B. Financial Statements
--------------------
FS-1 Ameren Supplemental Consolidated Balance Sheet as of September 30,
1997 and Supplemental Consolidated Statements of Income and
Supplemental Consolidated Condensed Statement of Cash Flows for the
nine months ended September 30, 1997 (see Ameren Form 8-K (Exhibit
H-1 hereto))
FS-2 Ameren Supplemental Consolidated Balance Sheet at December 31, 1995
and 1996 and Supplemental Consolidated Statement of Income and
Supplemental Consolidated Statement of Cash Flows for the three years
ended December 31, 1996 (see Ameren Form 8-K (Exhibit H-1 hereto))
11
<PAGE>
FS-3 Ameren Corporation Pro Forma Balance Sheet and Pro Forma Statement of
Income, Union Electric Company Pro Forma Balance Sheet and Pro Forma
Statement of Income, Central Illinois Public Service Company Pro
Forma Balance Sheet and Pro Forma Statement of Income and Electric
Energy, Inc Pro Forma Balance Sheet and Pro Forma Statement of Income
in each case at September 30, 1997 and for the 12 months then ended,
adjusted to reflect the financings described herein. (Filed Herewith)
Item 7. Information as to Environmental Effects
---------------------------------------
None of the matters that are the subject of this Application involve a
"major federal action" nor do they "significantly affect the quality of the
human environment" as those terms are used in section 102(2)(C) of the National
Environmental Policy Act. The transaction that is the subject of this
Application will not result in changes in the operation of the company that will
have an impact on the environment. The Applicants are not aware of any federal
agency that has prepared or is preparing an environmental impact statement with
respect to the transactions that are the subject of this Application.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned Applicants have each duly caused this amendment to the
Application to be signed on its behalf by the undersigned thereunto duly
authorized.
Ameren Corporation
Union Electric Company
Ameren Services Company
Union Electric Development Corporation
Central Illinois Public Service Company
CIPSCO Investment Company
Electric Energy Incorporated
Dated: March 12, 1998 By: /s/ James C. Thompson
------------------------------
Name: James C. Thompson
Title: Authorized Signatory
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
<S> <C> <C>
Exhibit Number Description Method of Filing
- ----------------------------------------------------------------------
J-1 (Exhibit 27) Financial Data Schedule Electronic Herewith
- ----------------------------------------------------------------------
FS-3 Ameren Corporation Pro Forma Electronic Herewith
Balance Sheet and Pro Forma
Statement of Income, Union
Electric Company Pro Forma
Balance Sheet and Pro Forma
Statement of Income, Central
Illinois Public Service Company
Pro Forma Balance Sheet and
Pro Forma Statement of Income
and Electric Energy, Inc
Pro Forma Balance Sheet and
Pro Forma Statement of Income
in each case at September 30,
1997 and for the 12 months then
ended, adjusted to reflect the
financings described herein.
- ----------------------------------------------------------------------
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 001
<NAME> UNION ELECTRIC COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 5,395,977
<OTHER-PROPERTY-AND-INVEST> 119,333
<TOTAL-CURRENT-ASSETS> 532,002
<TOTAL-DEFERRED-CHARGES> 37,003
<OTHER-ASSETS> 824,144
<TOTAL-ASSETS> 6,908,459
<COMMON> 510,619
<CAPITAL-SURPLUS-PAID-IN> 716,879
<RETAINED-EARNINGS> 1,210,404
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,437,902
0
155,197
<LONG-TERM-DEBT-NET> 1,721,951
<SHORT-TERM-NOTES> 7,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 84,801
<LEASES-CURRENT> 28,749
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,472,859
<TOT-CAPITALIZATION-AND-LIAB> 6,908,459
<GROSS-OPERATING-REVENUE> 1,811,566
<INCOME-TAX-EXPENSE> 187,023
<OTHER-OPERATING-EXPENSES> 1,236,226
<TOTAL-OPERATING-EXPENSES> 1,423,249
<OPERATING-INCOME-LOSS> 388,317
<OTHER-INCOME-NET> (2,936)
<INCOME-BEFORE-INTEREST-EXPEN> 385,381
<TOTAL-INTEREST-EXPENSE> 100,330
<NET-INCOME> 278,438
6,613
<EARNINGS-AVAILABLE-FOR-COMM> 278,438
<COMMON-STOCK-DIVIDENDS> 194,546
<TOTAL-INTEREST-ON-BONDS> 0<F1>
<CASH-FLOW-OPERATIONS> 531,763
<EPS-PRIMARY> 2.73
<EPS-DILUTED> 2.73
<FN>
<F1> Required on fiscal year-end only
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 002
<NAME> CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,480,197
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 187,168
<TOTAL-DEFERRED-CHARGES> 127,837
<OTHER-ASSETS> 27,167
<TOTAL-ASSETS> 1,822,369
<COMMON> 121,283
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 473,237
<TOTAL-COMMON-STOCKHOLDERS-EQ> 594,520
0
80,000
<LONG-TERM-DEBT-NET> 570,433
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 33,558
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 543,858
<TOT-CAPITALIZATION-AND-LIAB> 1,822,369
<GROSS-OPERATING-REVENUE> 640,609
<INCOME-TAX-EXPENSE> 32,804
<OTHER-OPERATING-EXPENSES> 520,641
<TOTAL-OPERATING-EXPENSES> 553,445
<OPERATING-INCOME-LOSS> 87,164
<OTHER-INCOME-NET> (251)
<INCOME-BEFORE-INTEREST-EXPEN> 86,913
<TOTAL-INTEREST-EXPENSE> 27,961
<NET-INCOME> 58,952
2,782
<EARNINGS-AVAILABLE-FOR-COMM> 56,170
<COMMON-STOCK-DIVIDENDS> 43,300
<TOTAL-INTEREST-ON-BONDS> 0<F1>
<CASH-FLOW-OPERATIONS> 59,791
<EPS-PRIMARY> 0<F2>
<EPS-DILUTED> 0<F2>
<FN>
<F1> Required on fiscal year-end only
<F2> Information not disclosed in financial statements and notes for this
period.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 6,975,860
<OTHER-PROPERTY-AND-INVEST> 235,341
<TOTAL-CURRENT-ASSETS> 781,782
<TOTAL-DEFERRED-CHARGES> 61,307
<OTHER-ASSETS> 991,552
<TOTAL-ASSETS> 9,045,842
<COMMON> 1,372
<CAPITAL-SURPLUS-PAID-IN> 1,582,938
<RETAINED-EARNINGS> 1,523,429
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,107,739
0
235,197
<LONG-TERM-DEBT-NET> 2,407,940
<SHORT-TERM-NOTES> 7,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 36,358
<LONG-TERM-DEBT-CURRENT-PORT> 14,444
0
<CAPITAL-LEASE-OBLIGATIONS> 84,801
<LEASES-CURRENT> 28,749
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,123,614
<TOT-CAPITALIZATION-AND-LIAB> 9,045,842
<GROSS-OPERATING-REVENUE> 2,599,362
<INCOME-TAX-EXPENSE> 227,735
<OTHER-OPERATING-EXPENSES> 1,874,581
<TOTAL-OPERATING-EXPENSES> 2,102,316
<OPERATING-INCOME-LOSS> 497,046
<OTHER-INCOME-NET> (11,746)
<INCOME-BEFORE-INTEREST-EXPEN> 485,300
<TOTAL-INTEREST-EXPENSE> 135,819
<NET-INCOME> 340,086
9,395
<EARNINGS-AVAILABLE-FOR-COMM> 340,086
<COMMON-STOCK-DIVIDENDS> 261,395
<TOTAL-INTEREST-ON-BONDS> 0<F1>
<CASH-FLOW-OPERATIONS> 626,173
<EPS-PRIMARY> 2.48
<EPS-DILUTED> 2.48
<FN>
<F1> Required on fiscal year-end only
</FN>
</TABLE>
<PAGE>
AMEREN CORPORATION
------------------
PRO FORMA BALANCE SHEET
-----------------------
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
(Thousands of Dollars)
<TABLE>
<CAPTION>
ASSETS Financing
- ------ Pro Forma Pro Forma
As Reported Adjustments Balance
<S> <C> <C> <C>
Property and plant, at original cost:
Electric $11,487,890 $ - $11,487,890
Gas 442,537 442,537
Other 35,960 35,960
----------- ---------- -----------
11,966,387 11,966,387
Less accumulated depreciation and amortization 5,228,270 5,228,270
----------- ---------- -----------
6,738,117 6,738,117
Construction work in progress:
Nuclear fuel in process 108,882 108,882
Other 128,861 128,861
----------- ---------- -----------
Total property and plant, net 6,975,860 6,975,860
----------- ---------- -----------
Investments and other assets:
Investments 116,008 116,008
Nuclear decommissioning trust fund 119,333 119,333
Other 61,307 61,307
----------- ---------- -----------
Total investments and other assets 296,648 296,648
----------- ---------- -----------
Current assets:
Cash and cash equivalents 58,092 2,174,642 (a)(b) 2,232,734
Accounts receivable - trade 312,228 312,228
Unbilled revenue 84,142 84,142
Other accounts and notes receivable 62,098 62,098
Materials and supplies, at average cost -
Fossil fuel 92,374 92,374
Other 137,608 137,608
Other 35,240 35,240
----------- ---------- -----------
Total current assets 781,782 2,174,642 2,956,424
----------- ---------- -----------
Regulatory assets:
Deferred income taxes 695,782 695,782
Other 295,770 295,770
----------- ---------- -----------
Total regulatory assets 991,552 991,552
----------- ---------- -----------
Total Assets $ 9,045,842 $2,174,642 $11,220,484
=========== ========== ===========
CAPITAL AND LIABILITIES
- -----------------------
Capitalization:
Common stock $ 1,372 $ 150 (a) $ 1,522
Other paid-in capital, principally premium on
common stock 1,582,938 572,850 (a) 2,155,788
Retained earnings 1,523,429 1,523,429
----------- ----------- -----------
Total common stockholders' equity 3,107,739 573,000 3,680,739
Preferred stock not subject to mandatory redemption 235,197 235,197
Long-term debt 2,492,741
----------- ----------- -----------
Total capitalization 5,835,677 573,000 6,408,677
----------- ----------- -----------
Minority interest in consolidated subsidiary 3,534 3,534
Current liabilities:
Current maturity of long-term debt 43,193 43,193
Short-term debt 43,358 1,601,642 (b) 1,645,000
Accounts and wages payable 184,248 184,248
Accumulated deferred income taxes 35,160 35,160
Taxes accrued 249,822 249,822
Other 180,373 180,373
----------- ----------- -----------
Total current liabilities 736,154 1,601,642 2,337,796
----------- ----------- -----------
Accumulated deferred income taxes 1,635,289 1,635,289
Accumulated deferred investment tax credits 202,099 202,099
Regulatory liability 285,612 285,612
Other deferred credits and liabilities 347,477 347,477
----------- ---------- -----------
Total Capital and Liabilities $ 9,045,842 $2,174,642 $11,220,484
=========== ========== ===========
</TABLE>
See Notes to Pro forma Financial Statements.
<PAGE>
AMEREN CORPORATION
------------------
PRO FORMA STATEMENT OF INCOME
-----------------------------
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------
(UNAUDITED)
(Thousands of Dollars, Except Shares and Per Share Amounts)
<TABLE>
<CAPTION>
Financing
Pro Forma Pro Forma
As Reported Adjustments Balance
OPERATING REVENUES:
<S> <C> <C> <C>
Electric $ 2,424,692 $ - $ 2,424,692
Gas 167,899 167,899
Other 9,771 9,771
------------ ----------- ------------
Total operating revenues 2,599,362 2,599,362
OPERATING EXPENSES:
Operations
Fuel and purchased power 638,297 638,297
Gas costs 106,909 106,909
Other 434,067 434,067
------------ ----------- ------------
1,179,273 1,179,273
Maintenance 219,795 219,795
Depreciation and amortization 263,608 263,608
Income taxes 227,735 227,735
Other taxes 211,905 211,905
------------ ----------- ------------
Total operating expenses 2,102,316 2,102,316
OPERATING INCOME 497,046 497,046
OTHER INCOME AND DEDUCTIONS:
Allowance for equity funds used during
construction 3,395 3,395
Miscellaneous, net (15,141) (15,141)
------------ ----------- ------------
Total other income and deductions, net (11,746) (11,746)
------------ ----------- ------------
INCOME BEFORE INTEREST CHARGES 485,300 485,300
AND PREFERRED DIVIDENDS
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest 141,262 88,255 (b) 229,517
Allowance for borrowed funds used during construction (5,443) (5,443)
Preferred dividends of subsidiaries 9,395 9,395
------------ ----------- ------------
Net interest charges and preferred dividends 145,214 88,255 233,469
NET INCOME $ 340,086 $ (88,255) $ 251,831
============ =========== ============
EARNINGS PER SHARE OF COMMON STOCK
(BASED ON AVERAGE SHARES OUTSTANDING) $ 2.48 $ (.35) $ 1.89
============ =========== ============
AVERAGE COMMON SHARES OUTSTANDING 137,215,462 15,000,000 152,215,462
============ =========== ============
</TABLE>
See Notes to Pro forma Financial Statements.
<PAGE>
UNION ELECTRIC COMPANY
----------------------
PRO FORMA BALANCE SHEET
-----------------------
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
-
(Thousands of Dollars, Except Shares)
<TABLE>
<CAPTION>
ASSETS
- ------ Financing
Pro Forma Pro Forma
As Reported Adjustments Balance
Property and plant, at original cost:
<S> <C> <C> <C>
Electric $8,818,445 $ - $8,818,445
Gas 194,454 194,454
Other 35,960 35,960
---------- ----------- ----------
9,048,859 9,048,859
Less accumulated depreciation and amortization 3,829,996 3,829,996
---------- ----------- ----------
5,218,863 5,218,863
Construction work in progress:
Nuclear fuel in process 108,882 108,882
Other 68,232 68,232
---------- ----------- ----------
Total property and plant, net 5,395,977 5,395,977
---------- ----------- ----------
Investments and other assets:
Investments - -
Nuclear decommissioning trust fund 119,333 119,333
Other 37,003 37,003
---------- ----------- ----------
Total investments and other assets 156,336 156,336
---------- ----------- ----------
Current assets:
Cash and cash equivalents 27,657 993,000 (c) 1,020,657
Accounts receivable - trade 242,756 242,756
Unbilled revenue 61,011 61,011
Other accounts and notes receivable 38,661 38,661
Materials and supplies, at average cost-
Fossil fuel 52,741 52,741
Other 97,346 97,346
Other 11,830 11,830
---------- ----------- ----------
Total current assets 532,002 993,000 1,525,002
---------- ----------- ----------
Regulatory assets:
Deferred income taxes 656,248 656,248
Other 167,896 167,896
---------- ----------- ----------
Total regulatory assets 824,144 824,144
---------- ----------- ----------
Total Assets $6,908,459 $993,000 $7,901,459
========== =========== ==========
CAPITAL AND LIABILITIES
- -----------------------
Capitalization:
Common stock $ 510,619 $ - $ 510,619
Other paid-in capital, principally premium on
common stock 716,879 716,879
Retained earnings 1,210,404 1,210,404
---------- ----------- ----------
Total common stockholders' equity 2,437,902 2,437,902
Preferred stock not subject to mandatory redemption 155,197 155,197
Capital Lease Obligation 84,801 84,801
Long-term debt 1,721,951 1,721,951
---------- ----------- ----------
Total capitalization 4,399,851 4,399,851
---------- ----------- ----------
Current liabilities:
Current maturity of capital lease obligation 28,749 28,749
Short-term debt - 993,000 (c) 993,000
Accounts and wages payable 112,200 112,200
Accumulated deferred income taxes 35,160 35,160
Taxes accrued 227,209 227,209
Other 158,064 158,064
---------- ----------- ----------
Total current liabilities 561,382 993,000 1,554,382
---------- ----------- ----------
Accumulated deferred income taxes 1,298,879 1,298,879
Accumulated deferred investment tax credits 155,715 155,715
Regulatory liability 189,862 189,862
Other deferred credits and liabilities 302,770 302,770
---------- ----------- ----------
Total Capital and Liabilities $6,908,459 $993,000 $7,901,459
========== =========== ==========
</TABLE>
See Notes to Pro forma Financial Statements
<PAGE>
UNION ELECTRIC COMPANY
----------------------
PRO FORMA STATEMENT OF INCOME
-----------------------------
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------
(UNAUDITED)
(Thousands of Dollars)
<TABLE>
<CAPTION>
Financing
Pro Forma Pro Forma
As Reported Adjustments Balance
OPERATING REVENUES:
<S> <C> <C> <C>
Electric $2,189,241 $ - $2,189,241
Gas 97,512 97,512
Other 498 498
---------- ----------- ----------
Total operating revenues 2,287,251 2,287,251
OPERATING EXPENSES:
Operations
Fuel and purchased power 508,066 508,066
Other 464,731 464,731
---------- ----------- ----------
972,797 972,797
Maintenance 222,521 222,521
Depreciation and amortization 246,348 246,348
Income taxes 194,846 194,846
Other taxes 213,483 213,483
---------- ----------- ----------
Total operating expenses 1,849,995 1,849,995
OPERATING INCOME 437,256 437,256
OTHER INCOME AND DEDUCTIONS:
Allowance for equity funds used during
construction 4,546 4,546
Miscellaneous, net (9,882) (9,882)
---------- ----------- ----------
Total other income and deductions, net (5,336) (5,336)
INCOME BEFORE INTEREST CHARGES 431,920 431,920
AND PREFERRED DIVIDENDS
INTEREST CHARGES:
Interest 137,345 54,615 (c) 191,960
Allowance for borrowed funds used during construction (6,298) (6,298)
---------- ----------- ----------
Net interest charges 131,047 54,615 185,662
NET INCOME 300,873 (54,615) 246,258
PREFERRED STOCK DIVIDENDS 9,925 9,925
NET INCOME AFTER PREFERRED STOCK DIVIDENDS $ 290,948 $(54,615) $ 236,333
========== =========== ==========
</TABLE>
See Notes to Pro forma Financial Statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
---------------------------------------
PRO FORMA BALANCE SHEET
-----------------------
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
(Thousands of Dollars)
<TABLE>
<CAPTION>
ASSETS Financing
- ------ Pro Forma Pro Forma
As Reported Adjustments Balance
<S> <C> <C> <C>
Property and plant, at original cost:
Electric $2,290,092 $ - $2,290,092
Gas 248,083 248,083
---------- ----------- ----------
2,538,175 2,538,175
Less accumulated depreciation and amortization 1,116,899 1,116,899
---------- ----------- ----------
1,421,276 1,421,276
Construction work in progress 58,921 58,921
---------- ----------- ----------
Total property and plant, net 1,480,197 1,480,197
---------- ----------- ----------
Other assets 27,167 27,167
---------- ----------- ----------
Current assets:
Cash and cash equivalents 2,532 216,442 (d) 218,974
Accounts receivable - trade 73,227 73,227
Unbilled revenue 23,131 28,131
Materials and supplies, at average cost -
Fossil fuel 20,215 20,215
Gas stored underground 13,204 13,204
Other 35,785 35,785
Other 19,074 19,074
---------- ----------- ----------
Total current assets 187,168 216,442 403,610
---------- ----------- ----------
Regulatory assets 127,837 127,837
---------- ----------- ----------
Total Assets $1,822,369 $ 216,442 $2,038,811
========== =========== ==========
CAPITAL AND LIABILITIES
- -----------------------
Capitalization:
Common stockholders equity $ 594,520 $ - $ 594,520
Preferred stock 80,000 80,000
Long-term debt 570,433 570,433
---------- ----------- ----------
Total capitalization 1,244,953 1,244,953
---------- ----------- ----------
Current liabilities:
Short-term debt 33,558 216,442 (d) 250,000
Accounts and wages payable 50,627 50,627
Accumulated deferred income taxes 23,028 23,028
Taxes accrued 10,954 10,954
Other 53,836 53,836
---------- ----------- ----------
Total current liabilities 172,003 216,442 388,445
---------- ----------- ----------
Accumulated deferred income taxes 302,850 302,850
Accumulated deferred investment tax credits 46,384 46,384
Regulatory liability 56,179 56,179
---------- ----------- ----------
Total Capital and Liabilities $1,822,369 $ 216,442 $2,038,811
========== =========== ==========
</TABLE>
See Notes to Pro forma Financial Statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
---------------------------------------
PRO FORMA STATEMENT OF INCOME
-----------------------------
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------
(UNAUDITED)
(Thousands of Dollars)
<TABLE>
<CAPTION>
Financing
Pro Forma Pro Forma
As Reported Adjustments Balance
<S> <C> <C> <C>
OPERATING REVENUES:
Electric $710,061 $ - $710,061
Gas 155,246 155,246
----------- ----------- ---------
Total operating revenues 865,307 865,307
OPERATING EXPENSES:
Operations
Fuel and purchased power 247,829 247,829
Gas costs 98,942 98,942
Other 159,014 159,014
----------- ----------- ---------
505,785 505,785
Maintenance 66,512 66,512
Depreciation and amortization 89,457 89,457
Income taxes 37,472 37,472
Other taxes 58,015 58,015
----------- ----------- ---------
Total operating expenses 757,331 757,331
OPERATING INCOME 107,976 107,976
OTHER INCOME AND DEDUCTIONS:
Allowance for equity funds used during
construction 563 563
Miscellaneous, net (1,339) (1339)
----------- ----------- ---------
Total other income and deductions, net (776) (776)
INCOME BEFORE INTEREST CHARGES 107,200 107,200
INTEREST CHARGES:
Interest 38,319 11,904 (d) 50,223
Allowance for borrowed funds used during construction (717) (717)
----------- ----------- ---------
Net Interest charges 37,602 11,904 49,506
NET INCOME 69,598 (11,904) 57,694
PREFERRED STOCK DIVIDENDS 3,708 3,708
----------- ----------- ---------
NET INCOME AFTER PREFERRED STOCK DIVIDENDS $ 65,890 $(11,904) $ 53,986
=========== =========== =========
</TABLE>
See Notes to Pro forma Financial Statements.
<PAGE>
ELECTRIC ENERGY, INC.
---------------------
PRO FORMA BALANCE SHEET
-----------------------
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
(Thousands of Dollars)
<TABLE>
<CAPTION>
Financing
ASSETS Pro Forma Pro Forma
- ------ As Reported Adjustments Balance
<S> <C> <C> <C>
Property and plant, at original cost:
Electric $379,353 $ - $379,353
Less accumulated depreciation and amortization 281,375 281,375
----------- ----------- ----------
97,978 97,978
Construction work in progress: 1,708 1,708
----------- ----------- ----------
Total property and plant, net 99,686 99,686
----------- ----------- ----------
Current assets:
Cash and cash equivalents 27,602 95,000 (e) 122,602
Accounts receivable - trade 19,741 19,741
Materials and supplies, at average cost -
Fossil fuel 6,214 6,214
Other 4,477 4,477
Other 3,303 3,303
----------- ----------- ----------
Total current assets 61,337 95,000 156,337
----------- ----------- ----------
Regulatory assets:
Deferred income taxes 6,427 6,427
Other 1,308 1,308
----------- ----------- ----------
Total regulatory assets 7,735 7,735
----------- ----------- ----------
Total Assets $168,758 $95,000 $263,758
=========== =========== ==========
CAPITAL AND LIABILITIES
- -----------------------
Capitalization:
Common stock $ 6,200 $ - $ 6,200
Retained earnings 2,634 2,634
----------- ----------- ----------
Total common stockholders' equity 8,834 8,834
Long-term debt 115,556 115,556
----------- ----------- ----------
Total capitalization 124,390 124,390
----------- ----------- ----------
Current liabilities:
Current maturity of long-term debt 14,444 14,444
Short-term debt - 95,000 (e) 95,000
Accounts and wages payable 20,698 20,698
Interest accrued 2,830 2,830
Dividends payable 2,716 2,716
----------- ----------- ----------
Total current liabilities 40,688 95,000 135,688
----------- ----------- ----------
Other deferred credits and liabilities 3,680 - 3,680
----------- ----------- ----------
Total Capital and Liabilities $168,758 $95,000 $263,758
=========== =========== ==========
</TABLE>
See Notes to Pro forma Financial Statements.
<PAGE>
ELECTRIC ENERGY, INC.
---------------------
PRO FORMA STATEMENT OF INCOME
-----------------------------
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------
(UNAUDITED)
(Thousands of Dollars, Except Shares and Per Share Amounts)
<TABLE>
<CAPTION>
Financing
Pro Forma Pro Forma
As Reported Adjustments Balance
<S> <C> <C> <C>
OPERATING REVENUES:
Electric $227,765 $ - $227,765
Other 707 707
----------- ----------- ---------
Total operating revenues 228,472 228,472
OPERATING EXPENSES:
Operations
Fuel and purchased power 146,448 146,448
Other 18,557 18,557
----------- ----------- ---------
165,005 165,005
Maintenance 16,813 16,813
Depreciation and amortization 15,440 15,440
Income taxes 7,919 7,919
Other taxes 1,668 1,668
----------- ----------- ---------
Total operating expenses 206,845 206,845
OPERATING INCOME 21,627 21,627
OTHER INCOME 516 516
----------- ----------- ---------
INCOME BEFORE INTEREST CHARGES 22,143 22,143
INTEREST CHARGES 9,925 5,225 (e) 15,150
----------- ----------- ---------
NET INCOME $ 12,218 $(5,225) $ 6,993
=========== =========== =========
</TABLE>
<PAGE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(a) Adjustment to record issuance of 15 million shares of common stock, par
value $0.01, at $38.1875 per share totaling $573 million.
(b) Adjustment to record issuance of short term debt comprised of $724 million
of commercial paper, $578 million lines of credit and $300 million of either
commercial paper or lines of credit at 5.50% to bring Ameren short term debt up
to the maximum $1,645 million requested.
(c) Adjustment to record issuance of short term debt comprised of $575 million
of commercial paper and $418 million of lines of credit at 5.50% to bring Union
Electric short term debt up to a maximum $1 billion requested.
(d) Adjustment to record issuance of short term debt comprised of $91 million of
commercial paper and $125 million of lines of credit at 5.50% to bring Central
Illinois Public Service short term debt up to a maximum $250 million requested.
(e) Adjustment to record issuance of short term debt comprised of $60 million of
commercial paper and $35 million of lines of credit at 5.50% to bring Electric
Energy Inc. short term debt up to a maximum $95 million requested.
