[AMEREN LOGO]
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT OF
AMEREN CORPORATION
Time: 9:00 A.M.
Tuesday
April 27, 1999
Place: Powell Symphony Hall
718 North Grand Boulevard
St. Louis, Missouri
IMPORTANT
Admission to the meeting will be by ticket only. If you plan to attend,
please check the appropriate box on the proxy. Persons without tickets will be
admitted to the meeting upon verification of their stockholdings in the Company.
Please vote, date, sign, and return the enclosed proxy in the accompanying
reply envelope even if you own only a few shares. If you attend the meeting and
want to change your proxy vote, you can do so by voting in person at the
meeting.
<PAGE>
AMEREN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
AMEREN CORPORATION
We will hold the Annual Meeting of Stockholders of Ameren Corporation at
Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on
Tuesday, April 27, 1999, at 9:00 A.M., for the purposes of
(1) electing directors of the Company for terms ending in April 2000;
(2) considering a stockholder proposal; and
(3) acting on other proper business presented to the meeting.
If you owned shares of the Company's Common Stock at the close of business
on March 5, 1999, you are entitled to vote at the meeting and at any adjournment
thereof.
To assure that your shares are represented at this meeting, please vote,
date, sign, and return the enclosed proxy in the enclosed envelope. The prompt
return of your proxy will reduce expenses.
By order of the Chairman and the Board of Directors.
STEVEN R. SULLIVAN
Secretary
St. Louis, Missouri
March 18, 1999
<PAGE>
PROXY STATEMENT OF AMEREN CORPORATION
(First sent or given to stockholders March 18, 1999)
Principal Executive Offices:
One Ameren Plaza
1901 Chouteau Avenue, St. Louis, MO 63103
The enclosed proxy is solicited by the Board of Directors of Ameren
Corporation (the "Company" or "Ameren") for use at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, April 27, 1999, and at any
adjournment thereof.
As a result of a merger effective December 31, 1997 (the "Merger"), the
Company is a holding company, the principal subsidiaries of which are Union
Electric Company, d/b/a AmerenUE ("Union Electric"), Central Illinois Public
Service Company, d/b/a AmerenCIPS ("CIPS"), and Ameren Services Company.
VOTING
The accompanying proxy represents all shares registered in the name(s)
shown thereon, including shares in the Company's DRPlus Plan. Participants in
the Ameren Corporation Savings Investment Plans will receive separate proxies
for shares in such plans.
Only stockholders of record at the close of business on the Record Date,
March 5, 1999, are entitled to vote at the meeting. The voting securities of the
Company on such date consisted of 137,215,462 shares of Common Stock. In order
to conduct the meeting, a majority of the outstanding shares entitled to vote
must be represented.
A proxy can be revoked by delivering either a written revocation or a
signed proxy bearing a later date to the Secretary of the Company or by voting
in person at the meeting.
Returned proxies which are properly marked and signed will be voted as
directed. If you sign the proxy but do not make specific choices, your shares
will be voted as recommended by the Board -- FOR the Board's nominees for
Director; and AGAINST Item 2. On any other matters, the named proxies will use
their discretion.
In determining whether a quorum is present at the meeting, shares
registered in the name of a broker or other nominee, which are voted on any
matter, will be included. In tabulating the number of votes cast,
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<PAGE>
withheld votes, abstentions, and non-votes by banks and brokers are not
included.
The Board of Directors has adopted a confidential voting policy for
proxies.
ITEMS TO BE CONSIDERED
Item (1): Election of Directors
Fourteen directors are to be elected at the meeting, to serve until the
next annual meeting of stockholders and until their successors are elected and
qualified. The nominees designated by the Board of Directors are listed below
with information about their principal occupations and backgrounds.
Pursuant to the Company's By-Laws, the Board of Directors has reduced the
number of Directors from 15 to 14, effective with the 1999 Annual Meeting.
WILLIAM E. CORNELIUS
Retired Chairman of the Board of Directors and Chief Executive Officer of
Union Electric. Mr. Cornelius joined Union Electric in 1962, held several
management positions, and became President in 1980. In 1988 he was elected
Chairman of the Board and served in that capacity until his retirement in 1994.
He is a member of the Executive and Contributions Committees of the Board.
Director of the Company since 1997. Other directorships: GenAmerica Corporation.
Age: 67.
CLIFFORD L. GREENWALT
Retired Vice Chairman of the Company and retired President and Chief Executive
Officer of CIPSCO Incorporated and CIPS. Mr. Greenwalt joined CIPS in 1963, was
elected a senior vice president in 1980 and was named President and CEO in 1989.
Mr. Greenwalt is a member of the Executive and Contributions Committees of the
Board. Director of the Company since 1997. Other directorships: National
City Corporation and its subsidiary, National City Bank of Michigan/Illinois.
Age: 66.
THOMAS A. HAYS
Retired Deputy Chairman of The May Department Stores Company, a nationwide
retailing organization. Mr. Hays joined the May organization in 1969. He served
as Vice Chairman from 1982 to 1985 and President
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from 1985 to 1993, when he became Deputy Chairman. He is a member of the
Executive and Human Resources Committees of the Board. Director of the
Company since 1997. Other directorships: Leggett & Platt Incorporated; Payless
Shoe Source, Inc. Age: 66.
RICHARD A. LIDDY
Chairman, President and Chief Executive Officer of GenAmerica Corporation,
which provides life, health, pension, annuity and related insurance products and
services. Mr. Liddy joined GenAmerica Corporation as President and Chief
Operating Officer in 1988 and was elected to his present position in 1995. Mr.
Liddy is a member of the Auditing Committee of the Board. Director of the
Company since 1997. Other directorships: Brown Group Inc.; Ralston Purina
Company; certain subsidiaries of GenAmerica Corporation. Age: 63.
GORDON R. LOHMAN
Chairman and Chief Executive Officer of AMSTED Industries Incorporated,
Chicago, Illinois, a manufacturer of railroad, construction and general
industrial products. Mr. Lohman was elected President of AMSTED Industries in
1988, Chief Executive Officer in 1990 and Chairman in 1997. Mr. Lohman is a
member of the Executive and Human Resources Committees of the Board. Director of
the Company since 1997. Other directorships: Fortune Brands, Inc. Age: 64.
RICHARD A. LUMPKIN
Chairman and Chief Executive Officer of Illinois Consolidated Telephone Company,
Mattoon, Illinois, and Vice Chairman of McLeod USA Inc. Mr. Lumpkin was elected
Treasurer of Illinois Consolidated Telephone in 1968 and President in 1977, and
was named to his present position in 1990. As the result of a September 1997
merger, he also serves as Vice Chairman of McLeod USA. He is a member of the
Auditing Committee of the Board. Director of the Company since 1997. Other
directorships: McLeod USA; First Mid-Illinois Bancshares, Inc.; First Mid-
Illinois Bank & Trust. Age: 64.
JOHN PETERS MACCARTHY
Retired Chairman and Chief Executive Officer of Boatmen's Trust Company, which
conducted a general trust business. Prior to being elected to such position in
1988, he served as President and Chief Executive Officer of Centerre Bank, N.A.
He is Chairman of the Human Resources and Nominating Committees and is a member
of the Executive
3
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Committee of the Board. Director of the Company since 1997. Other directorships:
Brown Group Inc. Age: 65.
HANNE M. MERRIMAN
Principal in Hanne Merriman Associates, Washington, D.C., retail business
consultants. Ms. Merriman is a member of the Contributions and Nominating
Committees of the Board. Director of the Company since 1997. Other
directorships: Ann Taylor Stores Corporation; US Air Group, Inc.; State Farm
Mutual Automobile Insurance Co.; The Rouse Company; T. Rowe Price Mutual Funds;
Finlay Enterprises, Inc. Age: 57.
PAUL L. MILLER, JR.
President and Chief Executive Officer of P. L. Miller & Associates, a management
consultant firm which specializes in strategic and financial planning for
privately held companies and distressed businesses and in international business
development. He is also a principal in a financial advisory firm for small to
middle market companies. Mr. Miller has served as president of an international
subsidiary of an investment banking firm, and for over 20 years was president of
consumer product manufacturing and distribution firms. He is a member of the
Auditing Committee of the Board. Director of the Company since 1997. Age: 56.
CHARLES W. MUELLER
Chairman, President and Chief Executive Officer of the Company and President and
Chief Executive Officer of Union Electric and Ameren Services Company. Mr.
Mueller began his career with Union Electric in 1961 as an engineer. He was
named Treasurer in 1978, Vice President-Finance in 1983, Senior Vice President-
Administrative Services in 1988, President in 1993 and Chief Executive Officer
in 1994. Mr. Mueller was elected Chairman of Ameren and President and Chief
Executive Officer of Ameren and Ameren Services Company upon the Merger. He is a
member of the Executive and Contributions Committees of the Board. Director of
the Company since 1997. Mr. Mueller is Deputy Chairman of the Federal Reserve
Bank of St. Louis. Other directorships: Union Electric (since 1993); CIPS
(since 1997); Angelica Corporation. Age: 60.
ROBERT H. QUENON
Retired Chairman of Peabody Holding Company, Inc., which is engaged in mining,
marketing and transportation of coal. Mr. Quenon was
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elected President and Chief Executive Officer of Peabody Coal in 1978. From
1983 to 1990 he served as President and Chief Executive Officer of Peabody
Holding and was Chairman of that firm from 1990 until his retirement in August
1991. Mr. Quenon was Chairman of the Federal Reserve Bank of St. Louis from 1993
to 1995. He is a member of the Human Resources and Nominating Committees of the
Board. Director of the Company since 1997. Other directorships: Newmont Mining
Corporation; Laclede Steel Company. Age: 70.
HARVEY SALIGMAN
Retired Managing Partner of Cynwyd Investments, a family real estate
partnership. Mr. Saligman also served in various executive capacities in the
consumer products industry for 25 years. Mr. Saligman is Chairman of the
Auditing Committee of the Board. Director of the Company since 1997. Other
directorships: Mercantile Bancorporation Inc. Age: 60.
JANET McAFEE WEAKLEY
President of Janet McAfee Inc., a residential real estate company which she
founded in 1975. She is a member of the Auditing, Executive, and Nominating
Committees and is Chairman of the Contributions Committee of the Board. Director
of the Company since 1997. Other directorships: Barnes-Jewish Hospital. Age: 69.
JAMES W. WOGSLAND
Retired Vice Chairman of Caterpillar, Inc. Mr. Wogsland was elected Executive
Vice President and director of Caterpillar in 1987. He served as Vice Chairman
and director from 1990 until his retirement in 1995. Mr. Wogsland is a member of
the Auditing Committee of the Board. Director of the Company since 1997.
Age: 67.
The fourteen nominees for director who receive the most votes will be
elected.
The Board of Directors knows of no reason why any nominee will not be able
to serve as a director. If, at the time of the Annual Meeting, any nominee is
unable or declines to serve, the proxies may be voted for a substitute nominee
approved by the Board.
During 1998, the Board of Directors met six times. All nominees attended at
least 78% of the meetings of the Board and the Board Committees of which they
were members, and aggregate attendance of the nominees as a group exceeded 94%.
5
<PAGE>
Age Policy - Directors who attain age 72 prior to the date of an annual
meeting cannot be designated as a nominee for election at such meeting.
Board Committees - The Board of Directors has standing Auditing,
Contributions, Executive, Human Resources and Nominating Committees, the members
of which are identified in the biographies above. The Auditing, Human Resources
and Nominating Committees are comprised entirely of outside directors.
The general functions of the Auditing Committee include: (1) reviewing,
with management and the independent accountants, the adequacy of the Company's
system of internal accounting controls; (2) reviewing the scope and results of
the annual examination and other services performed by the independent
accountants; (3) recommending to the Board the appointment of independent
accountants and approving fees for the services they perform; and (4) reviewing
the scope of audits and annual budget of the Company's internal audit
department. The Auditing Committee held four meetings in 1998.
The Contributions Committee makes policies and recommendations with respect
to charitable and other contributions. The Contributions Committee held two
meetings in 1998.
The Executive Committee has such duties as may be delegated to it from time
to time by the Board. The Executive Committee did not meet in 1998.
The Human Resources Committee considers the qualifications of executive
personnel and recommends changes therein, considers or recommends salary
adjustments for certain employees and considers and acts on important policy
matters affecting Company personnel. The Human Resources Committee held four
meetings in 1998.
The Nominating Committee considers and recommends for Board approval
candidates for the Board of Directors, as recommended by management, other
members of the Board, stockholders and other interested parties. The Nominating
Committee did not meet in 1998.
Directors' Compensation - Directors who are employees of the Company do not
receive compensation for their services as a director.
Each director who is not an employee of the Company receives an annual
retainer of $20,000, an annual award of 300 shares of the
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Company's Common Stock and a fee of $1,000 for each Board meeting and each Board
Committee meeting attended.
An optional deferred compensation plan available to directors permits
non-employee directors to defer all or part of their annual retainer and meeting
fees. Deferred amounts, plus an interest factor, are used to provide payout
distributions following completion of Board service and certain death benefits.
Costs of the deferred compensation plan are expected to be recovered through the
purchase of life insurance on the participants, with the Company being the owner
and beneficiary of the insurance policies.
Item (2): Stockholder Proposal Relating to Releases from the Callaway Plant
Proponents of the stockholder proposal described below notified the Company
of their intention to attend the 1999 Annual Meeting to present the proposal for
consideration and action. The names and addresses of the proponents and the
number of shares they hold will be furnished by the Secretary of the Company
upon receipt of any oral or written request for such information.
WHEREAS: Nuclear power plants, including Callaway, during routine operation,
release into the air and water radioactive wastes which we believe increase
the risk of life-shortening illnesses, genetic mutations, and environmental
damage;
Though the federal government's "permissible" concentration levels govern these
releases, we believe "permissible" does not mean safe, but merely
expedient;
AmerenUE extracts Missouri River water for Callaway's cooling systems, and some
of that water becomes radioactively contaminated;
Some wastewater streams contaminated with concentrations of radioactivity that
exceed permissible federal release standards are placed in storage tanks
until some of the shorter-lived isotopes can decay; some wastewater streams
are re-filtered before being recycled (within the plant) or are released to
the river; some wastewater streams are merely pumped into other waste
processing tanks to be diluted with cleaner water before discharge to the
river. Instruments monitoring the flow of wastewater batches after
discharge are set only to detect gamma-emitting isotopes; some beta
emitters (including tritium and noble gases) and alpha emitters can be
released without detection. Unfiltered, accidental leaks and releases can
also occur through the established liquid effluent pathways;
7
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One contaminant - tritium, a radioactive isotope of hydrogen accumulates in the
cooling water as a fission and activation product;
Since no economically feasible technology exists to filter tritium from cooling
water effluents, it is released in gaseous emissions to the atmosphere and
in liquid releases into the Missouri River - 79 miles upstream from St.
Louis County's drinking water intake;
The medical profession typically decontaminates a lab table for spills of even
90 trillionths (per four-inch square) of one curie of radioactivity.
During Callaway's operation in 1997, the Company reported releasing 684.8
curies of tritium in 231 batches of filtered radioactive wastewater into
the Missouri River. The company also reported releasing tritium to the
atmosphere;
Tritium can be ingested or inhaled, potentially causing reproductive, cellular,
and genetic damage. Its half-life is 12.3 years;
Because tritium and the other radioactive isotopes routinely released from
Callaway will continue emitting radiation particles and rays for at least
ten half-lives, the impacts of the Callaway liquid wastes on the water,
algae, fish and other creatures (including humans)living downstream can be
persistent.
RESOLVED: shareholders request that Ameren describe, in its next annual report,
its efforts to reduce the release of radioactive materials to the air and water
during Callaway's routine operation.
SUPPORTING STATEMENT
Radioactive releases occur during Callaway's routine operation. We believe that
the impact of these planned radiation releases, no matter how small, is
cumulative, irreversible, and potentially dangerous. In addition, the threat of
disastrous accidental releases remains. Ameren should take responsibility for a
more complete accounting of all radiation releases, so that the Company and its
shareholders can more accurately assess the plant's impact on the biosphere.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM (2).
On-going measurements at Callaway consistently show that plant effluent
releases are less than one percent of the levels allowed by current regulations.
This low level of effluent releases clearly demonstrates the Company's
successful commitment to reduce the level of radioactive material released from
the Callaway Plant. Because effluent releases at Callaway are already a small
fraction of allowable
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standards, additional reporting or expenditures by the Company would have
minimal impact, and the Board therefore recommends a vote AGAINST ITEM (2).
Passage of the proposal requires the affirmative vote of a majority of the
votes cast.
Item (3): Other Matters The Board of Directors does not know of any matters,
other than the election of directors and the proposal set forth above, which may
be presented to the meeting.
SECURITY OWNERSHIP
Based on an Amendment to Schedule 13G filed with the Securities and
Exchange Commission on February 11, 1999, Capital Research and Management
Company, 333 South Hope Street, Los Angeles, California 90071, had sole
dispositive power over 10,385,400 shares of the Company's Common Stock and no
voting power with respect to any such shares. Pursuant to Rule 13d-4, such
Company disclaimed beneficial ownership of the reported shares. The reported
shares represent approximately 7.6% of the outstanding Common Stock of the
Company.
9
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SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Shares of Common Stock
of the Company
Beneficially Owned<F1><F2>
Name as of February 1, 1999
---- ----------------------
<S> <C>
Paul A. Agathen 10,820
Donald E. Brandt 9,370
William E. Cornelius 11,173
Clifford L. Greenwalt 14,671
Thomas A. Hays 7,157
Richard A. Liddy 2,621
Gordon R. Lohman 825
Richard A. Lumpkin 1,815
John Peters MacCarthy 6,057
Hanne M. Merriman 2,582
Paul L. Miller, Jr. 2,218
Charles W. Mueller 30,383
Robert H. Quenon 3,065
Gary L. Rainwater 3,060
Harvey Saligman 3,057
Charles J. Schukai 10,196
Janet McAfee Weakley 3,725
James W. Wogsland 1,649
All Directors and executive officers as a group 173,969
<FN>
<F1> Includes shares held jointly. Also includes shares issuable within
60 days upon the exercise of stock options as follows: Mr.
Agathen, 6,400; Mr. Brandt, 8,150; Mr. Mueller, 22,175; and Mr.
Schukai, 5,350. Reported shares include those for which a
director, nominee for director or executive officer has voting or
investment power because of joint or fiduciary ownership of the
shares or a relationship with the record owner, most commonly a
spouse, even if such nominee or executive officer does not claim
beneficial ownership.
<F2> Shares beneficially owned by all directors, nominees for director
and executive officers in the aggregate do not exceed one percent
of any class of equity securities outstanding.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
Ameren Corporation Human Resources Committee Report on Executive Compensation
Ameren Corporation and its subsidiaries' (collectively referred to as
"Ameren") goal for executive salaries is to approximate the median of the range
of salaries paid by similarly-situated companies. Accordingly, the Human
Resources Committee of the Board of Directors of Ameren Corporation, which is
comprised entirely of non-employee directors, makes annual reviews of the
compensation paid to the executive officers of Ameren. The Committee's salary
decisions with respect to the five
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highest paid officers of Ameren Corporation and each principal subsidiary are
subject to approval by such company's Board of Directors. Following the annual
reviews, the Committee authorizes appropriate changes as determined by the three
basic components of the executive compensation program, which are:
o Base salary,
o A performance-based incentive plan, and
o Long-term stock-based awards.
First, in evaluating and setting base salaries for executive officers,
including the Chief Executive Officers of Ameren Corporation and its
subsidiaries, the Committee considers: individual responsibilities, including
changes which may have occurred since the prior review; individual performance
in fulfilling responsibilities, including the degree of competence and
initiative exhibited; relative contribution to the results of operations; the
impact of operating conditions; the effect of economic changes on salary
structure; and comparisons with compensation paid by similarly-situated
companies. Such considerations are subjective, and specific measures are not
used in the review process.
The second component of the executive compensation program is a
performance-based Executive Incentive Compensation Plan established by the
Ameren Corporation Board, which provides specific, direct relationships between
corporate results and Plan compensation. For 1998, Ameren consolidated year-end
earnings per share (EPS) target levels were set by the Human Resources
Committee. If EPS reaches at least the minimum target level, the Committee
authorizes incentive payments within prescribed ranges based on individual
performance and degree of responsibility. If EPS fails to reach the minimum
target level, no payments are made. Under the Plan, it is expected that payments
to the Chief Executive Officers of Ameren Corporation and its subsidiaries will
range from 0-37% of base salary. For 1998, actual payments ranged from 29% to
36% of base salary.
The third component of the 1998 executive compensation program is the
Long-Term Incentive Plan of 1998, which also ties compensation to performance.
The Plan was approved by Ameren Corporation shareholders at its 1998 Annual
Meeting and provides for the grant of options, performance awards, stock
appreciation rights and other awards. The Human Resources Committee determines
who participates in the Plan and the number and types of awards to be made. It
also sets the terms, conditions, performance requirements and limitations
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applicable to each award under the Plan. Awards under the 1998 Plan have been at
levels that approximate the median of the range of awards granted by
similarly-situated companies.
In determining the reported 1998 compensation of the Chief Executive
Officers, as well as compensation for the other executive officers, the Human
Resources Committee considered and applied the factors discussed above. Further,
the reported compensation reflects an above-average level of achievement in
attaining 1998 EPS. Authorized salaries for the Company's executive officers
fell within the ranges of those paid by similarly-situated companies.
/s/ John Peters MacCarthy, Chairman
Thomas A. Hays
Robert H. Quenon
Gordon R. Lohman
Compensation Tables
The following tables contain compensation information, for the periods
indicated, for (a) the Chairman, President and Chief Executive Officer of the
Company and (b) the four other most highly compensated executive officers of the
Company who were serving as executive officers at the end of 1998.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Securities All Other
Name and Compensation Underlying Compen-
Principal Position<F1> Year Salary($) Bonus($) Options(#) sation($)
--------------------- ---- --------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
C.W. Mueller, 1998 550,000 198,000 63,800 53,751<F2>
Chairman of Ameren; 1997 500,000 155,000 23,000 45,723
President and 1996 441,000 165,000 17,700 39,306
Chief Executive
Officer, Ameren, Union
Electric and Ameren
Services Company
G.L.Rainwater 1998 325,000 93,000 25,800 66<F2>
President and Chief 1997 246,000 - - 134
Executive Officer, CIPS 1996 146,000 32,000 2,500 4,160
C.J. Schukai 1998 280,000 80,000 25,800 41,921<F2>
Senior Vice 1997 269,000 68,000 7,800 36,839
President, Union 1996 258,000 76,000 6,800 33,506
Electric
and Ameren Services
Company
D.E. Brandt 1998 274,000 79,000 25,800 31,947<F2>
Senior Vice 1997 254,000 64,000 7,800 27,580
President, Ameren, 1996 242,000 69,000 6,800 24,278
Union Electric and
Ameren Services Company
P.A. Agathen 1998 230,000 63,000 25,800 19,644<F2>
Senior Vice 1997 215,000 51,000 7,800 18,045
President, Ameren 1996 200,000 55,000 6,800 15,257
Services Company
<FN>
<F1>Includes compensation received as an officer of Ameren and its subsidiaries.
<F2>Amounts include (a) matching contributions to the 401(k) plan and (b) above-
market earnings on deferred compensation, as follows:
(a) (b)
C.W. Mueller $4,800 $48,951
G.L. Rainwater - 66
C.J. Schukai 4,306 37,615
D.E. Brandt 4,800 27,147
P.A. Agathen 4,000 15,644
</FN>
</TABLE>
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OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
Number of % of Total Grant
Shares Options Date
Underlying Granted to Exercise Present
Options Employees Price Expiration Value<F2>
Name Granted<F1> in 1998 ($/Sh) Date ($)
---- ---------- ------- ------ ---- ---
<S> <C> <C> <C> <C> <C>
C.W. Mueller 63,800 9.11 39.25 4/28/08 316,448
G.L. Rainwater 25,800 3.68 39.25 4/28/08 127,968
C.J. Schukai 25,800 3.68 39.25 4/28/08 127,968
D.E. Brandt 25,800 3.68 39.25 4/28/08 127,968
P.A. Agathen 25,800 3.68 39.25 4/28/08 127,968
<FN>
<F1>Options vest 25% annually beginning April 28, 2000.
<F2>The Grant Date Present Values were determined using the binomial option
pricing model, a derivative of the Black-Scholes option pricing model.
Assumptions used for the model are as follows: an option term of ten years,
stock volatility of 17.63%, dividend yield of 6.55%, risk-free interest rate
of 6.01%, and a vesting restrictions discount rate of 3% per year over the
five-year vesting period. The Grant Date Present Value calculation is
presented in accordance with SEC proxy requirements, and the Company has no
way to determine whether the pricing model can properly determine the value
of an option. There is no assurance that the value, if any, that may be
realized will be at or near the value estimated by the model. No value will
be realized by the optionee unless the stock price increases from the
exercise price, in which case shareholders would benefit commensurately.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END VALUES
<TABLE>
<CAPTION>
Shares Number of
Acquired Value Shares Underlying Unexercised Value of In-the-Money
On Realized Options at Year End(#) Options at Year End($)
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C.W. Mueller - - 11,925 107,875 48,985 341,373
G.L. Rainwater - - - 25,800 - 81,433
C.J. Schukai 2,800 21,613 1,700 41,500 - 130,189
D.E. Brandt - - 4,500 41,500 18,288 130,189
P.A. Agathen - - 2,750 39,750 6,858 118,760
</TABLE>
14
<PAGE>
Ameren Retirement Plan
Most salaried employees of Ameren and its subsidiaries earn benefits under
the Ameren Retirement Plan immediately upon employment. Benefits generally
become vested after five years of service. On an annual basis a bookkeeping
account in a participant's name is credited with an amount equal to a percentage
of the participant's pensionable earnings for the year. Pensionable earnings
equals base pay, overtime and annual bonuses, which are equivalent to amounts
shown as "Annual Compensation" in the Summary Compensation Table. The applicable
percentage is based on the participant's age as of December 31 of that year. If
the participant was an employee prior to July 1, 1998, an additional transition
credit percentage is credited to the participant's account through 2007 (or an
earlier date if the participant had less than 10 years of service on December
31, 1998).
<TABLE>
<CAPTION>
Participant's Age Regular Credit for Transition Credit
on December 31 Pensionable Earnings<F1> for Pensionable Earnings Total Credits
-------------- --------------------- ------------------------ -------------
<S> <C> <C> <C>
Less than 30 3% 1% 4%
30 to 34 4% 1% 5%
35 to 39 4% 2% 6%
40 to 44 5% 3% 8%
45 to 49 6% 4.5% 10.5%
50 to 54 7% 4% 11%
55 and over 8% 3% 11%
<FN>
<F1> An additional regular credit of 3% is received for pensionable earnings
above the Social Security wage base.
</FN>
</TABLE>
These accounts also receive interest credits based on the average yield for
one-year U.S. Treasury Bonds for the previous October, plus 1%. In addition,
certain annuity benefits earned by participants under prior plans as of December
31, 1997 were converted to additional credit balances under the Ameren
Retirement Plan as of January 1, 1998. When a participant terminates employment,
the amount credited to the participant's account is converted to an annuity or
paid to the participant in a lump sum. The participant can also choose to defer
distribution, in which case the account balance is credited with interest at the
applicable rate until the future date of distribution. Benefits are not subject
to any deduction for Social Security or other offset amounts.
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<PAGE>
In certain cases pension benefits under the Retirement Plan are reduced to
comply with maximum limitations imposed by the Internal Revenue Code.
Supplemental plans are maintained by Ameren, Union Electric and CIPS to provide
for a supplemental benefit equal to the difference between the benefit that
would have been paid if such Code limitations were not in effect and the reduced
benefit payable as a result of such Code limitations. Such plans are unfunded
and are not qualified plans under the Internal Revenue Code. CIPS makes
contributions to an irrevocable trust to provide funds to assist in meeting its
liabilities under its supplemental plan.
The following table shows the estimated annual retirement benefits,
including supplemental benefits, which would be payable to each executive
officer listed if he were to retire at age 65 at his 1998 base salary and annual
bonus, and payments were made in the form of a single life annuity.
<TABLE>
<CAPTION>
Name Year of 65th Birthday Estimated Annual Benefit
---- --------------------- ------------------------
<S> <C> <C>
C.W. Mueller 2003 $380,000
G.L. Rainwater 2011 156,000
C.J. Schukai 1999 191,000
D.E. Brandt 2019 237,000
P. A. Agathen 2012 167,000
</TABLE>
CIPS maintains a Supplemental Executive Retirement Plan solely for the
purpose of providing retirement benefit payments to Mr. Rainwater in addition to
payments under the Ameren Retirement Plan. This Plan is unfunded and is not a
qualified plan under the Internal Revenue Code. Such benefits are included in
the above table.
Change of Control Severance Plan
Under the Ameren Corporation Change of Control Severance Plan, designated
officers of Ameren and its subsidiaries, including current officers of the
Company named in the Summary Compensation Table, are entitled to receive
severance benefits if their employment is terminated under certain circumstances
within three years after a "change of control." A "change of control" occurs, in
general, if (i) any individual, entity or group acquires 20% or more of the
outstanding Common Stock of Ameren or of the combined voting power of the
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<PAGE>
outstanding voting securities of Ameren; (ii) individuals who, as of the
effective date of the Plan, constitute the Board of Directors of Ameren, or who
have been approved by a majority of the Board, cease for any reason to
constitute a majority of the Board; or (iii) Ameren enters into certain business
combinations, unless certain requirements are met
regarding continuing ownership of the outstanding Common Stock and voting
securities of Ameren and the membership of its Board of Directors.
Severance benefits are based upon a severance period of two or three years,
depending on the officer's position. An officer entitled to severance will
receive the following: (a) salary and unpaid vacation pay through the date of
termination, (b) a pro rata bonus for the year of termination, and base salary
and bonus for the severance period; (c) continued employee welfare benefits for
the severance period; (d) a cash payment equal to the actuarial value of the
additional benefits the officer would have received under Ameren's qualified and
supplemental retirement plans if employed for the severance period; (e) up to
$30,000 for the cost of outplacement services; and (f) reimbursement for any
excise tax imposed on such benefits as excess payments under the Internal
Revenue Code.
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PERFORMANCE GRAPH
<TABLE>
<CAPTION>
5 Year Cumulative Total Return
Ameren Corporation,<F1>1) S&P 500, EEI Index<F2>
Value of $100 invested 12/31/93, including reinvestment of dividends
YEAR AEE S&P EEI
---- --- --- ---
<S> <C> <C> <C>
1993 100 100 100
1994 96 101 87
1995 128 139 111
1996 125 172 110
1997 154 229 143
1998 160 295 166
<FN>
<F1>Information shown for Ameren Corporation prior to 1/1/98 is based on an
assumed aggregrate investment of $100 on 12/31/93 in the Common Stock of the
companies whose Common Stock was exchanged for Ameren Common Stock in the
Merger, consisting of $74 invested in Union Electric Common Stock and $26
invested in CIPSCO Incorporated Common Stock. Such amounts were determined
based upon the percetages, of the total number of shares of Ameren Common
Stock issued in the Merger, that were issued in exchange for Common Stock of
Union Electric and CIPSCO Incorporated.
<F2>Edison Electric Institute Index of 100 investor-owned electric utilities.
</FN>
</TABLE>
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<PAGE>
INDEPENDENT ACCOUNTANTS
The Company has not selected its independent accountants for 1999. This
selection is expected to be made by the Board of Directors after the Auditing
Committee of the Board of Directors, the members of which are identified under
"Item (1): Election of Directors," has reviewed the prior year's audit report
with representatives of the independent accountants for such year. After such
review, the Auditing Committee will recommend to the Board of Directors for its
approval the selection of independent accountants for the Company for 1999 and
the fees to be paid for the regular annual audit.
PricewaterhouseCoopers LLP served as the Company's independent accountants
in 1998. Representatives of that firm are expected to be present at the annual
meeting with the opportunity to make a statement if they so desire and are
expected to be available to respond to appropriate questions.
PricewaterhouseCoopers LLP also served as independent accountants for the
Company's subsidiaries, including Union Electric and CIPS, in 1998. Prior to the
1997 Merger, Arthur Andersen LLP served as CIPS' independent accountants for
many years.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended for inclusion in the proxy material for
the Company's 2000 Annual Meeting of Stockholders must be received by November
19, 1999.
In addition, under the Company's By-Laws, stockholders who intend to submit
a proposal in person at an Annual Meeting, or who intend to nominate a director
at a Meeting, must provide advance written notice along with other prescribed
information. In general, such notice must be received by the Secretary of the
Company at the principal executive offices of the Company not later than 60 or
earlier than 90 days prior to the Meeting. A copy of the By-Laws can be obtained
by written request to the Secretary of the Company.
MISCELLANEOUS
In addition to the use of the mails, proxies may be solicited by personal
interview, or by telephone or other means, and banks, brokers,
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nominees and other custodians and fiduciaries will be reimbursed for their
reasonable out-of-pocket expenses in forwarding soliciting material to their
principals, the beneficial owners of stock of the Company. Proxies may be
solicited by officers, directors and key employees of the Company on a voluntary
basis without compensation. The Company will bear the cost of soliciting proxies
on its behalf.
____________
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE FURNISHED, WITHOUT CHARGE, TO STOCKHOLDERS OF
THE COMPANY UPON WRITTEN REQUEST TO STEVEN R. SULLIVAN, SECRETARY, P.O. BOX
66149, ST. LOUIS, MISSOURI 63166-6149.
FOR UP-TO-DATE INFORMATION ABOUT THE COMPANY, PLEASE VISIT THE COMPANY'S HOME
PAGE ON THE INTERNET - http://www.ameren.com
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