<PAGE>
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to _________
COMMISSION FILE NUMBER 1-14756
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
(Formerly known as Union Electric Company
Savings Investment Plan)
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Report, Financial Statements and Additional Information
December 31, 1998
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Report, Financial Statements and Additional Information
Index
December 31, 1998
________________________________________________________________________________
Page
Report of Independent Accountants 1
Statements of Net Assets Available for
Benefits with Fund Information at
December 31, 1998 and 1997 2-3
Statements of Changes in Net Assets Available
for Benefits with Fund Information for
the year ended December 31, 1998 and 1997 4-5
Notes to Financial Statements 6-14
Additional Information*:
Line 27a - Schedule of Assets Held for
Investment Purposes at December 31, 1998 Schedule I
Line 27d - Schedule of Reportable
Transactions for the year ended
December 31, 1998 Schedule II
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
Report of Independent Accountants
June 25, 1999
To the Board of Directors
of Ameren Corporation and the
Participants of the Ameren
Corporation Savings Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
with fund information and the related statements of changes in net assets
available for benefits with fund information present fairly, in all material
respects, the net assets available for benefits of the Ameren Corporation
Savings Investment Plan at December 31, 1998 and 1997, and the changes in net
assets available for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1998
Page 2
<TABLE>
<CAPTION>
Ameren
Common Aggressive Conservative Equity Equity
Stock Equity Equity Index Growth Balanced
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Ameren Common Stock $163,012,464 $ - $ - $ - $ - $ -
Mutual Fund Investments 104,110,289 93,647,274 36,267,041 29,165,513 82,472,496
Short-term Investments/Cash 3,743,936
Participant loans receivable
------------- ------------ ----------- ------------ ------------ -----------
Total investments 166,756,400 104,110,289 93,647,274 36,267,041 29,165,513 82,472,496
Dividends and interest receivable 7,468 711 - - - -
Contributions receivable:
Participant 125,477 350,559 285,461 118,097 97,317 229,077
Employer 152,302 42,121 33,685 13,342 9,862 27,459
------------- ------------ ----------- ------------ ------------ ------------
Total assets 167,041,647 104,503,680 93,966,420 36,398,480 29,272,692 82,729,032
------------- ------------ ----------- ------------ ------------ ------------
Liabilities
Accrued expenses 1,112 570 570 570 570 570
------------- ------------ ----------- ------------ ------------ ------------
Total liabilities 1,112 570 570 570 570 570
------------- ------------ ----------- ------------ ------------ ------------
Net assets available for benefits $167,040,535 $104,503,110 $ 93,965,850 $ 36,397,910 $ 29,272,122 $ 82,728,462
------------- ------------ ----------- ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1998
Page 2 - continued
<TABLE>
<CAPTION>
Stable
Interest International
Income Equity Loan
Fund Fund Fund Other Total
<S> <C> <C> <C> <C> <C>
Assets
Investments:
Ameren Common Stock $ - $ - $ - $ 426,021 $ 163,438,485
Mutual Fund Investments 8,847,476 354,510,089
Short-term Investments/Cash 66,886,130 (190,656) 70,439,410
Participant loans receivable 15,896,881 15,896,881
----------- ----------- ----------- --------- ------------
Total investments 66,886,130 8,847,476 15,896,881 235,365 604,284,865
Dividends and interest receivable 334,944 - - 3,267 346,390
Contributions receivable:
Participant 219,687 40,771 (352,157) - 1,114,289
Employer 21,824 4,792 - - 305,387
----------- ----------- ----------- --------- ------------
Total assets 67,462,585 8,893,039 15,544,724 238,632 606,050,931
----------- ----------- ----------- --------- ------------
Liabilities
Accrued expenses 570 570 - - 5,102
----------- ----------- ----------- --------- ------------
Total liabilities 570 570 - - 5,102
----------- ----------- ----------- --------- ------------
Net assets available for benefits $ 67,462,015 $ 8,892,469 $ 15,544,724 $ 238,632 $ 606,045,829
----------- ----------- ----------- --------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1997
Page 3
<TABLE>
<CAPTION>
Ameren
Common Aggressive Conservative
Stock Equity Equity Balanced
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Assets
Investments:
Ameren Common Stock $176,536,682 $ - $ - $ -
Mutual Fund Investments 106,573,641 86,236,863 59,631,963
Short-term Investments/Cash 2,656,865
Participant loans receivable
------------ ------------ ---------- ----------
Total investments 179,193,547 106,573,641 86,236,863 59,631,963
Dividends and interest receivable 980 77 59 38
Contributions receivable:
Participant 71,440 281,611 269,733 193,197
Employer 301,036 114,941 87,224 58,512
------------ ------------ ------------- ----------
Total assets 179,567,003 106,970,270 86,593,879 59,883,710
Transfers due (to) from other funds (514,253) 182,473 257,623 313,966
------------ ------------- ------------- ----------
Net assets available for benefits $179,052,750 $ 107,152,743 $ 86,851,502 $60,197,676
------------ ------------- ------------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1997
Page 3 - continued
<TABLE>
<CAPTION>
Stable
Interest International
Income Equity Loan
Fund Fund Fund Other Total
<S> <C> <C> <C> <C> <C>
Assets
Investments:
Ameren Common Stock $ - $ - $ - $ - $176,536,682
Mutual Fund Investments 8,075,509 260,517,976
Short-term Investments/Cash 51,087,376 516,051 54,260,292
Participant loans receivable 10,464,740 10,464,740
------------- ----------- ------------- ---------- ------------
Total investments 51,087,376 8,075,509 10,464,740 516,051 501,779,690
Dividends and interest receivable 278,637 10 1,047 280,848
Contributions receivable:
Participant 93,900 67,437 977,318
Employer 47,779 13,114 622,606
------------- ------------ ------------- ---------- ------------
Total assets 51,507,692 8,156,070 10,464,740 517,098 503,660,462
Transfers due (to) from other funds (89,242) (150,567)
------------- ----------- ------------- ---------- ------------
Net assets available for benefits $51,418,450 $ 8,005,503 $ 10,464,740 $ 517,098 $503,660,462
------------- ----------- ------------- ---------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1998
Page 4
<TABLE>
<CAPTION>
Ameren
Common Aggressive Conservative Equity Equity
Stock Equity Equity Index Growth Balanced
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participant $ 2,046,948 $ 7,899,799 $ 6,489,918 $ 1,381,502 $ 1,008,022 $ 4,977,672
Employer 3,232,683 1,069,400 850,687 153,681 115,813 618,720
------------ ------------ ------------ ------------ ------------ ----------
5,279,631 8,969,199 7,340,605 1,535,183 1,123,835 5,596,392
------------ ------------ ------------ ------------ ------------ ----------
Investment income:
Interest and dividends 9,664,944 189,760 1,983,724 2,345,442
Net appreciation (depreciation)
of investments (3,715,702) 6,473,564 10,854,832 6,198,770 3,143,607 13,545,800
------------ ------------ ------------ ------------ ------------ ----------
5,949,242 6,663,324 12,838,556 6,198,770 3,143,607 15,891,242
------------ ------------ ------------ ------------ ------------ ----------
Transfer from merged plan 14,384,760 20,026,651 21,051,404 1,784,876
------------ ------------ ------------ ------------ ------------ ----------
Total additions 25,613,633 15,632,523 20,179,161 27,760,604 25,318,846 23,272,510
------------ ------------ ------------ ------------ ------------ ----------
Deductions from net assets
attributed to:
Distributions 33,271,175 5,182,664 5,756,106 2,645,306 1,863,664 4,516,378
Administrative expenses 11,479 5,757 5,757 4,332 4,428 5,757
------------ ------------ ------------ ------------ ------------ ----------
Total deductions 33,282,654 5,188,421 5,761,863 2,649,638 1,868,092 4,522,135
------------ ------------ ------------ ------------ ------------ ----------
Interfund transfers (4,343,194) (13,093,735) (7,302,950) 11,286,944 5,821,368 3,780,411
------------ ------------ ------------ ------------ ------------ ----------
Increase (decrease) in net assets
available for benefits (12,012,215) (2,649,633) 7,114,348 36,397,910 29,272,122 22,530,786
Net assets available for benefits,
Beginning of year 179,052,750 107,152,743 86,851,502 60,197,676
----------- ----------- ------------ ------------ ------------ -----------
End of year $167,040,535 $104,503,110 $ 93,965,850 $ 36,397,910 $ 29,272,122 $ 82,728,462
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1998
Page 4 - continued
<TABLE>
<CAPTION>
Stable
Interest International
Income Equity Loan
Fund Fund Fund Other Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participant $ 4,784,855 $ 876,147 $ - $ (678,660) $28,786,203
Employer 477,607 114,500 (90,676) 6,542,415
----------- ---------- ----------- ----------- -------------
5,262,462 990,647 (769,336) 35,328,618
----------- ---------- ----------- ----------- -------------
Investment income:
Interest and dividends 3,376,392 101,267 1,037,493 81,978 18,781,000
Net appreciation (depreciation)
of investments 15,968 1,186,303 (1,023,385) 29,093 36,708,850
----------- ---------- ----------- ----------- -----------
3,392,360 1,287,570 14,108 111,071 55,489,850
----------- ---------- ----------- ----------- -----------
Transfer from merged plan 14,573,599 660,280 2,653,559 35,268 75,170,397
----------- ---------- ----------- ----------- -----------
Total additions 23,228,421 2,938,497 2,667,667 (622,997) 165,988,865
----------- ---------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Distributions 9,505,544 899,955 (189,916) 63,450,876
Administrative expenses 31,099 5,757 78,256 152,622
----------- ---------- ----------- ----------- -----------
Total deductions 9,536,643 905,712 (111,660) 63,603,498
----------- ---------- ----------- ----------- -----------
Interfund transfers 2,351,787 (1,145,819) 2,412,317 232,871
----------- ---------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits 16,043,565 886,966 5,079,984 (278,466) 102,385,367
Net assets available for benefits,
Beginning of year 51,418,450 8,005,503 10,464,740 517,098 503,660,462
----------- ---------- ----------- ----------- -----------
End of year $ 67,462,015 $ 8,892,469 $15,544,724 $ 238,632 $606,045,829
----------- ----------- ----------- ----------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1997
Page 5
<TABLE>
<CAPTION>
Ameren
Common Aggressive Conservative
Stock Equity Equity Balanced
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participant $ 2,405,222 $ 7,753,672 $ 5,478,589 $ 3,721,080
Employer 2,933,433 1,113,893 791,161 539,343
-------------- -------------- ------------- -------------
5,338,655 8,867,565 6,269,750 4,260,423
-------------- -------------- ------------- -------------
Investment income:
Interest and dividends 10,981,893 10,106,237 10,983,279 4,566,817
Net appreciation (depreciation)
of investments 18,602,473 10,846,201 4,678,099 7,793,709
-------------- -------------- ------------- -------------
29,584,366 20,952,438 15,661,378 12,360,526
-------------- -------------- ------------- -------------
Total additions 34,923,021 29,820,003 21,931,128 16,620,949
-------------- -------------- ------------- -------------
Deductions from net assets
attributed to:
Distributions 26,838,081 2,826,495 3,669,108 2,537,864
Administrative expenses 17,552 44,458 38,861 24,481
-------------- -------------- ------------- -------------
Total deductions 26,855,633 2,870,953 3,707,969 2,562,345
-------------- -------------- ------------- -------------
Interfund transfers (4,694,087) (2,963,059) 5,989,578 2,121,305
-------------- -------------- ------------- -------------
Increase in net assets
available for benefits 3,373,301 23,985,991 24,212,737 16,179,909
Net assets available for benefits,
Beginning of year 175,679,449 83,166,752 62,638,765 44,017,767
-------------- -------------- ------------- -------------
End of year $179,052,750 $107,152,743 $ 86,851,502 $ 60,197,676
-------------- -------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Net Assests Avaliable for Benefits with Fund Information
December 31, 1997
Page 5 - continued
<TABLE>
<CAPTION>
Stable
Interest International
Income Equity Loan
Fund Fund Fund Other Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participant $ 3,262,567 $ 952,711 $ - $ 477,974 $24,051,815
Employer 496,959 128,735 6,003,524
-------------- ------------ ------------- ---------- --------------
3,759,526 1,081,446 477,974 30,055,339
-------------- ------------ ------------- ---------- --------------
Investment income:
Interest and dividends 3,291,890 426,991 838,795 40,026 41,235,928
Net appreciation (depreciation)
of investments (321,618) 41,598,864
-------------- ------------ ------------- ---------- --------------
3,291,890 105,373 838,795 40,026 82,834,792
-------------- ------------ ------------- ---------- --------------
Total additions 7,051,416 1,186,819 838,795 518,000 112,890,131
-------------- ------------ ------------- ---------- --------------
Deductions from net assets
attributed to:
Distributions 4,204,316 210,971 40,286,835
Administrative expenses 121,217 4,526 902 251,997
-------------- ------------ ------------- ---------- --------------
Total deductions 4,325,533 215,497 902 40,538,832
-------------- ------------ ------------- ---------- --------------
Interfund transfers (1,622,239) 713,208 455,294
-------------- ------------ ------------- ---------- --------------
Increase in net assets
available for benefits 1,103,644 1,684,530 1,294,089 517,098 72,351,299
Net assets available for benefits,
Beginning of year 50,314,806 6,320,973 9,170,651 431,309,163
-------------- ------------ ------------- ---------- --------------
End of year $ 51,418,450 $ 8,005,503 $10,464,740 $ 517,098 $503,660,462
-------------- ------------ ------------- ---------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 6
________________________________________________________________________________
1. Description of the plan
Plan Merger
Effective December 31, 1997, Union Electric Company (AmerenUE) and
Central Illinois Public Service Company (AmerenCIPS) became
wholly-owned subsidiaries of Ameren Corporation (Ameren or the
Company), a holding company formed upon completion of the merger
between Union Electric Company and CIPSCO Incorporated (the Merger).
Effective October 27, 1998, the Company's Board of Directors approved
the merger of the Central Illinois Public Service Company Employee
Long-Term Savings Plan and the Union Electric Company Savings
Investment Plan to form the Ameren Corporation Savings Investment Plan
(Plan). During October 1998, the net assets available for plan benefits
of the Central Illinois Public Service Company Employee Long-Term
Savings Plan were transferred into the Ameren Corporation Savings
Investment Plan. The merger did not retroactively or adversely affect
the rights of any participant or beneficiary of the Plan.
General
The following is a brief summary of the various provisions of the
Ameren Corporation Savings Investment Plan. Participants should refer
to the Plan document for more complete information.
The Plan's purpose is to provide all management employees and contract
employees of AmerenUE and certain employees of Ameren Services Company
and AmerenCIPS, wholly-owned subsidiaries of Ameren, the option to
defer a portion of their annual base compensation for Federal income
tax purposes in accordance with Section 401(k) of the Internal Revenue
Code. The Plan is subject to certain provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended, and to
certain provisions of the Securities Exchange Commission.
The Company serves as sponsor of the Plan, and, consequently, has the
authority to amend or terminate the Plan subject to certain
restrictions. The Board of Directors of the Company has the authority
and responsibility for the general administration of the Plan. The
Northern Trust Company, as Trustee, has the authority and
responsibility to hold and protect the assets of the Plan in accordance
with Plan provisions and the separate Trust Agreement.
Participation
The Plan covers substantially all employees of Ameren except contract
employees covered by a collective bargaining agreement between either
Local 702 IBEW or Local 148 IUOE and AmerenCIPS. In 1998, the Plan was
amended to remove the restrictions requiring one year of service and
attainment of age 21 before becoming eligible to participate in the
Plan. The total number of active participants in the Plan at December
31, 1998 was approximately 6,049. Participation by eligible employees
is voluntary.
Contributions
Participants may contribute from 1% to 15% of their base compensation
to the Plan through payroll deductions (basic contributions). For
management employees, the Company makes a matching contribution equal
to $.25 for each $1.00 up to the first 6% of each participant's
contribution (basic matching contribution). Additionally, the Company
will contribute an
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 7
________________________________________________________________________________
additional $.25 for each $1.00 up to the first 6% of a participant's
contribution (additional matching contribution) to be invested entirely
in the Ameren Common Stock Fund. For contract employees, Company
contributions are made based on specific agreements between the Company
and the individual collective bargaining units. All Company contri-
butions are made to the extent sufficient earnings are available.
The following eight investment funds are maintained by the Trustee: the
Ameren Common Stock Fund, the Aggressive Equity Fund, the Conservative
Equity Fund, the Equity Index Fund, the Equity Growth Fund, the
Balanced Fund, the Stable Interest Income Fund and the International
Equity Fund. Participants direct their basic contributions and the
Company's basic matching contributions by electing that such
contributions be placed in a single investment fund or allocated in
increments of 1% to any combination of investment funds. Such fund
allocation elections may be changed daily. Earnings derived from the
assets of any investment fund are reinvested in the fund to which they
relate. Participants may elect daily to reallocate all or in 1%
increments, the value of their accounts between funds. Pending
investment of the assets into any investment fund, the Trustee may
temporarily make certain short-term investments.
Investment options
Ameren Common Stock Fund - This fund consists of common shares of
Ameren Corporation and short-term liquid investments necessary to
satisfy the fund's cash need for transfers and payments. Upon
consummation of the Merger, the common stockholders of Union Electric
Company received one share of Ameren Corporation common stock, par
value $.01 per share, and became common stockholders of Ameren. The
common stockholders of CIPSCO Incorporated (CIPSCO) received 1.03
shares of Ameren Corporation common stock for each share of CIPSCO
common stock. All activity in the Common Stock Fund is reported in
these financial statements as Ameren Corporation common stock activity,
regardless of whether the transaction was Union Electric Company,
CIPSCO, or Ameren Corporation common stock.
Aggressive Equity Fund - Funds are invested in the Acorn Fund, a public
mutual fund with the objective to obtain long-term capital growth by
investing in smaller companies not widely recognized by investment
analysts.
Conservative Equity Fund - Funds are invested in the Putnam Fund for
Growth and Income. The objective of this public mutual fund is to seek
current income and capital growth primarily through a well-diversified
portfolio of income-producing stocks.
Equity Index Fund - Funds are invested in the Barclays Global
Investors' Equity Index Fund. The objective of this collective
investment fund is to approximate the total return of the Standard and
Poor's 500 Composite Stock Index (the "S&P 500 Index") while providing
investors with daily liquidity. This fund became an investment option
effective April 1, 1998.
Equity Growth Fund - Funds are invested in the Merrill Lynch Growth
Equity Portfolio Fund. The objective of the Equity Growth Fund is to
seek long-term capital appreciation through investments in equity
securities or securities convertible into common stock of issuers with
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 8
________________________________________________________________________________
capitalizations of $2 billion or more. This fund became an investment
option effective April 1, 1998.
Balanced Fund - Funds are invested in the Vanguard Asset Allocation
Fund. This public mutual fund's objective is to maximize total return
by investing in a Standard & Poor's 500 common stock portfolio, a
long-term U.S. treasury bond portfolio and cash reserves in proportions
consistent with their expected returns and risks as evaluated by the
Fund's investment advisor.
Stable Interest Income Fund - Funds are invested in a separate account
solely for the Union Electric Company Savings Investment Plan and
managed by T. Rowe Price Stable Asset Management, Inc. The objective is
to provide principal stability while generating yields in excess of
money market funds yet remaining highly sensitive to changes in market
interest rates.
International Equity Fund - Funds are invested in the mutual fund, The
American Funds Group Europacific Growth Fund (prior to May 1, 1998 the
T. Rowe Price International Stock Fund), a public mutual fund with the
objective to provide capital appreciation through investments in
well-established companies based outside the United States.
Vesting
Participants' contributions vest immediately, and Company contributions
vest upon the completion of five years of Company service by the
participant (including service prior to the effective date of the
Plan). Company contributions also vest upon retirement, total and
permanent disability, death, termination of the Plan or complete
discontinuance of Company contributions regardless of years of service.
The amount of the Company's contribution that is not vested with
respect to any participant is forfeited upon termination of employment
but will be restored if the participant becomes an eligible employee
prior to incurring five consecutive one-year breaks in service
following termination and repayment of all amounts distributed is made
by the participant within five years of re-employment. There were no
forfeitures during the year ended December 31, 1998. Forfeitures during
the year ended December 31, 1997 approximated $13,000, with no amounts
restored during the year.
Distributions
The total vested amount of a participant's account shall be distributed
to the participant according to one of the options as described in the
Plan and as elected by the participant. A participant whose account
balance is $5,000 or greater may defer distribution until April 1 of
the year following the participant's attaining age 70 1/2. If the
balance of the account is less than $5,000, the distribution shall be
made no later than 120 days after close of the plan year. All
distributions shall be in the form of cash and whole shares of Ameren
Corporation common stock, if applicable. Participants may withdraw
certain basic contributions and related earnings thereon upon reaching
age 59 1/2, in the event of total disability or financial hardship as
defined by the Plan or the Code. For purposes of distributions, the
participant's account value will be determined as of the last business
day coincident with or immediately preceding the day of distribution.
Contributions to the Plan and investment income thereon are taxable to
participants upon distribution pursuant to the rules provided for under
the Plan and the Code.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 9
________________________________________________________________________________
The Plan also provides, to participants of the former Company Employee
Stock Ownership Plan and at the discretion of the Company, for
distribution prior to termination of employment of (a) all or a portion
of a participant's account balance acquired at least 84 months prior to
a distribution and (b) any portion of a participant's account balance
acquired by dividends or other income.
Participant loans
The Plan permits participants to borrow from their 401(k) accounts
within the Plan. Such borrowings may be made subject to the following:
(1) the minimum amount of the loan is $1,000, (2) the amount of the
loan may not exceed the lesser of $50,000 or fifty percent of the
vested amount in the participant's account, (3) the loan will bear a
fixed interest rate and repayments will be made through mutual
agreement subject to certain statutory repayment time limits, (4) the
fixed interest rate will be equal to the "corporate base rate of
interest" as announced by the Trustee plus 1%, and (5) such other rules
and regulations as may be adopted by the Company. At December 31, 1998
and 1997, the interest rates on participant loans ranged from 7.0% to
11.5%. The loan maturity dates ranged from January 1999 through
December 2008 at December 31, 1998, and from January 1998 through
December 2006 at December 31, 1997.
Plan termination
The Company intends to continue the Plan indefinitely. However, the
Company may at any time and for any reason, subject to ERISA and
Internal Revenue Service regulations, suspend or terminate the Plan
provided that such action does not retroactively adversely affect the
rights of any participant under the Plan.
2. Summary of significant accounting policies
Basis of accounting
The accompanying financial statements of the Ameren Corporation Savings
Investment Plan are prepared on the accrual basis of accounting.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of changes in
net assets during the reporting period. Actual results could differ
from those estimates.
Investments
All investments are presented at fair value as of December 31, 1998
and 1997. The fair value of the Ameren Common Stock Fund was
determined using year-end published market prices. Investments in
equity securities and bonds are valued at net asset market value
including accrued income on the last business day of each year.
Investments in the Northern Trust Company's Short-term Fund and the T.
Rowe Price Stable Value Common Trust Fund are valued at cost plus
accrued income, which approximates market. Participant loans are
valued at cost which approximates fair market value.
Income
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Gains and losses on security transactions are recorded on the trade
date. Net unrealized appreciation or depreciation for the year is
reflected in Net appreciation (depreciation) of investments on the
Statement of Changes in Net Assets Available for Benefits with Fund
Information.
Expenses
Trustee fees incurred in administering the Plan are charged to the
Plan.
Benefit payments
Benefit payments are recorded when paid.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 10
________________________________________________________________________________
3. Investments
The following table presents investments of the Plan. Investments that
represent five percent or more of the Plan's net assets available for
benefits at December 31, 1998 and 1997, are separately identified.
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Investments at Fair Value as Determined
By Quoted Market Price
Common Stock:
Ameren Corporation, $.01 par value $ 163,438,485 $176,536,682
Managed Equity Funds:
Acorn Fund 104,110,289 106,573,641
Barclays Equity Index Fund 36,267,041 -
Merrill Lynch Growth Equity Portfolio Fund 29,165,513 -
Putnam fund for Growth and Income 93,647,274 86,236,863
Vanguard Asset Allocation Fund 82,472,496 59,631,963
Managed International Equity Funds:
American Funds Europacific Growth Fund 8,847,476 -
T. Rowe Price Trust International Stock Fund - 8,075,509
Investments at Estimated Fair Value
Northern Trust Company's Short-term Fund 3,788,360 3,172,916
T. Rowe Price Stable Value Common Trust Fund 66,886,130 51,087,376
Participant Loans 15,896,881 10,464,740
------------- -------------
$ 604,519,945 $ 501,779,690
============= =============
</TABLE>
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 11
________________________________________________________________________________
During 1998 the Plan's investments (including investments bought, sold,
and held during the year) appreciated (depreciated) in value as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997
<S> <C> <C>
Investments at Fair Value as Determined
By Market Price
Mutual Fund Investments $ 41,418,844 $ 22,996,391
Ameren Corporation Common Stock (3,715,702) 18,602,473
------------- -------------
Net change in fair value 37,703,142 41,598,864
Investments at Estimated Fair Value
Short-term Investments (994,292) -
------------- -------------
Net change in fair value $ 36,708,850 $ 41,598,864
============= =============
</TABLE>
4. Transactions with parties-in-interest
At December 31, 1998, the Plan held Ameren Corporation common stock
with a cost and market value of $111,490,409 and $163,438,485,
respectively. During 1998, the Plan purchased shares at a cost of
$8,027,917 and sold shares valued at $14,928,403, resulting in a net
realized gain of $6,632,512. The Plan also distributed shares valued at
$10,660,278 to persons withdrawing from the Plan.
At December 31, 1997, the Plan held Ameren Corporation common stock
with a cost and market value of $110,979,388 and $176,536,682,
respectively. During 1997, the Plan purchased shares at a cost of
$13,953,475 and sold shares valued at $9,936,403 resulting in a net
realized gain of $3,780,786. The Plan also distributed shares valued at
$15,378,810 to persons withdrawing from the Plan.
The Plan held $3,788,360 and $3,172,916 in Northern Trust Company's
Collective Short-term Investment Fund at December 31, 1998 and 1997,
respectively. The fund is a cash sweep vehicle with book value
approximating market.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 12
________________________________________________________________________________
5. Benefit payment obligations
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 606,045,829 $ 503,660,462
Amounts allocated to withdrawing participant (236,232) (6,825,023)
------------- -------------
Net assets available for benefits per the
Form 5500 $ 605,809,597 $ 496,835,439
============= =============
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31,
1998 1997
<S> <C> <C>
Benefits paid to participants per the
financial statements $ 63,450,876 $ 40,286,835
Add: Amounts allocated to withdrawing
participants during the current year 236,232 6,825,023
Less: Amounts allocated to withdrawing
Participants during the prior year (6,825,023) (2,224,796)
------------- -------------
Benefits paid to participants per the Form 5500 $ 56,862,085 $ 44,887,062
============== =============
</TABLE>
6. Distributions
The cost of Ameren Corporation common stock distributed to participants
is determined on a weighted average basis. For the year ended December
31, 1998, 262,589 shares of Ameren Corporation common stock whose cost
and market values totaled $7,283,674 and $10,660,278 at the dates of
distribution, respectively, were distributed to participants of the
Ameren Common Stock Fund.
For the year ended December 31, 1997, 412,656 shares of Ameren
Corporation common stock whose cost and market values totaled
$11,084,670 and $15,378,810 at the dates of distribution, respectively,
were distributed to participants of the Ameren Common Stock Fund.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1998
Page 13
________________________________________________________________________________
7. Federal income tax status
The Plan, then known as the Union Electric Company Savings Investment
Plan, obtained its latest determination letter in 1994, in which the
Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended and merged since receiving the
determination letter. The Company is currently restating the Plan
document to reflect all changes and upon completion of the
restatement, will request a new determination letter. The Company
believes that the Plan currently is designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code and that, therefore, the Plan continues to qualify under Section
401(a) and the related trust continues to be tax-exempt as of December
31, 1998. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
<PAGE>
AMEREN CORPORATION SCHEDULE I
Savings Investment Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
December 31, 1998
Identity of Issue/Description
of Investment Cost Fair value
<S> <C> <C>
Mutual Funds
Acorn Fund $ 83,154,239 $104,110,289
Barclays Equity Index Fund 30,384,871 36,267,041
Europacific Growth Fund 9,042,004 8,847,476
Merrill Lynch Growth Equity Portfolio Fund 26,115,557 29,165,513
Putnam Fund for Growth
and Income 75,248,854 93,647,274
Vanguard Asset Allocation Fund 59,452,384 82,472,496
------------ ------------
283,397,909 354,510,089
Short-Term Investment Trust Funds
<F1>Northern Trust Company's Short-term Fund 3,788,360 3,788,360
T Rowe Price Stable Value
Common Trust Fund 66,886,130 66,886,130
Common Stock
<F1>Ameren Corporation, $.01 par 111,490,409 163,438,485
Participant Loans
<F2>Loans to Participants 15,896,881 15,896,881
------------ ------------
$ 481,459,689 $604,519,945
============== ============
<F1>Represents a party-in-interest
<F2>Interest rates vary from 7.0% to 11.5% and loan maturity dates extend from
January 1999 through December 2008.
</TABLE>
<PAGE>
AMEREN CORPORATION SCHEDULE II
Savings Investment Plan
Line 27d - Schedule of Reportable Transactions<F1>
December 31, 1998
Page 1
<TABLE>
<CAPTION>
(f) Expense
incurred
(a)Identity of Party/ (c) Purchase (d) Selling (e) Lease with
(b)Description of Asset Price Price Rental transaction
<S> <C> <C> <C> <C>
Acorn Fund $ 18,690,868 $ - $ - $ -
Acorn Fund - 19,435,309 - -
<F2>Ameren Corporation Common Stock 8,027,917 - - -
<F2>Ameren Corporation Common Stock - 21,560,915 - -
Barclays Equity Index Fund 35,730,560 - - -
Barclays Equity Index Fund - 5,859,071 - -
Europacific Growth Fund 411,569 - - -
Europacific Growth Fund - 9,628,125 - -
<F2>Northern Trust Company's Short-term Fund 101,686,395
<F2>Northern Trust Company's Short-term Fund 101,070,972
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Represents a party-in-interest
</FN>
</TABLE>
<PAGE>
AMEREN CORPORATION SCHEDULE II
Savings Investment Plan
Line 27d - Schedule of Reportable Transactions<F1>
December 31, 1998
Page 1 - continued
<TABLE>
<CAPTION>
(h) Current
value of asset
(a)Identity of Party/ (g) Cost of on transaction (i) Net
(b)Description of Asset Asset date Gain/(Loss)
<S> <C> <C> <C>
Acorn Fund $18,690,868 $ 18,690,868 $ -
Acorn Fund 13,481,260 19,435,309 5,954,049
<F2>Ameren Corporation Common Stock 8,027,917 8,027,917 -
<F2>Ameren Corporation Common Stock 14,928,403 21,560,915 6,632,512
Barclays Equity Index Fund 35,730,560 35,730,560 -
Barclays Equity Index Fund 5,542,476 5,859,071 316,595
Europacific Growth Fund 411,569 411,569 -
Europacific Growth Fund 8,358,223 9,628,125 1,269,902
<F2>Northern Trust Company's Short-term Fund 101,686,395 101,686,395 -
<F2>Northern Trust Company's Short-term Fund 101,070,972 101,070,972 -
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Represents a party-in-interest
</FN>
</TABLE>
<PAGE>
AMEREN CORPORATION SCHEDULE II
Savings Investment Plan
Line 27d - Schedule of Reportable Transactions<F1>
December 31, 1998
Page 2
<TABLE>
<CAPTION>
(f) Expense
incurred
(a)Identity of Party/ (c) Purchase (d) Selling (e) Lease with
(b)Description of Asset Price Price Rental transaction
<S> <C> <C> <C> <C>
Putnam Fund for Growth and Income 15,405,462
Putnam Fund for Growth and Income 12,483,707
T Rowe Price Stable Value 34,667,193
T Rowe Price Stable Value 18,868,438
Vanguard Asset Allocation Fund 30,309,719
Vanguard Asset Allocation Fund 6,380,936
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Represents a party-in-interest
</FN>
</TABLE>
<PAGE>
AMEREN CORPORATION SCHEDULE II
Savings Investment Plan
Line 27d - Schedule of Reportable Transactions<F1>
December 31, 1998
Page 2 - continued
<TABLE>
<CAPTION>
(h) Current
value of asset
(a)Identity of Party/ (g) Cost of on transaction (i) Net
(b)Description of Asset Asset date Gain/(Loss)
<S> <C> <C> <C>
Putnam Fund for Growth and Income 15,405,462 15,405,462 -
Putnam Fund for Growth and Income 9,543,446 12,483,707 2,940,261
T Rowe Price Stable Value 34,667,193 34,667,193 -
T Rowe Price Stable Value 18,868,438 18,868,438 -
Vanguard Asset Allocation Fund 30,309,719 30,309,719 -
Vanguard Asset Allocation Fund 4,466,041 6,380,936 1,914,895
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Represents a party-in-interest
</FN>
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Jean M. Hannis
-----------------------
Jean M. Hannis
Vice President
June 29, 1999
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
----------- ----------------------------------
23 Consent of Independent Accountants
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-43737) and Form S-3 (No. 33-43721) of Ameren
Corporation of our report dated June 25, 1999 on the financial statements of the
Ameren Corporation Savings Investment Plan for the year ended December 31, 1998,
which is included in this Form 11-K
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 29, 1999
