(As filed February 11, 1999)
File No. 70-9133
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
APPLICATION OR DECLARATION
ON
FORM U-1/A
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Ameren Corporation
Union Electric Company
Ameren Services Company
Union Electric Development Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Central Illinois Public Service Company
CIPSCO Investment Company
607 East Adams
Springfield, Illinois 62739
Electric Energy Incorporated
2100 Portland Road
Joppa, Illinois 62953
(Name of company or companies filing this statement
and address of principal executive offices)
Ameren Corporation
(Name of top registered holding company parent
of each applicant or declarant)
Steven R. Sullivan, Vice President
Ameren Services Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Name and address of agent for service)
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The Commission is requested to send copies of all notices,
orders, and other communications in connection with this
Application or Declaration to:
William J. Niehoff, Esq. William T. Baker, Jr., Esq.
Ameren Services Company Thelen Reid & Priest LLP
1901 Chouteau Avenue 40 West 57th Street
P.O. Box 66149, MC 1310 New York, New York 10019-4097
St. Louis, Missouri 63166-6149
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Post-Effective Amendment No. 1, dated December 21, 1998, to
the Application or Declaration in this proceeding is hereby
amended and restated in its entirety to read as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
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1.1 BACKGROUND. Ameren Corporation ("Ameren"), a
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registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"),(1) owns all of the
issued and outstanding common stock of Union Electric Company
("Union Electric") and Central Illinois Public Service Company
("CIPS"), each of which is an electric and gas utility company.
Together, Union Electric and CIPS provide utility service to
approximately 1.5 million electric and 300,000 natural gas
customers in Missouri and Illinois. Through Union Electric and
CIPS, Ameren indirectly holds 60% of the outstanding common stock
of Electric Energy Incorporated ("EEI"), an electric utility
generating subsidiary.
Ameren also owns all of the issued and outstanding common
stock of Ameren Services Company ("Ameren Services"), a
subsidiary service company; CIPSCO Investment Company, which
manages various non-utility investments; Ameren Energy, Inc., an
electricity, gas and energy commodity brokering and marketing
company which is an "energy-related company" within the meaning
of Rule 58; Ameren Development Company ("Ameren Development"),
also an "energy-related company" within the meaning of Rule 58,
which was formed to acquire and hold the securities of other
"energy-related companies;" and Ameren Energy Communications,
Inc., an "exempt telecommunications company" within the meaning
of Section 34 of the Act. Ameren's indirect non-utility
subsidiaries include Union Electric Development Corporation, a
wholly-owned subsidiary of Union Electric, which directly or
through subsidiaries of its own engages in various energy-related
activities, including, among others, the production and sale of
steam and chilled water, demand side management programs, and the
sale of customer-side-of the meter services; and Ameren ERC,
Inc., a wholly-owned subsidiary of Ameren Development and an
"energy-related company" within the meaning of Rule 58 that
engages in activities permitted under such rule.
Union Electric, CIPS and EEI are sometimes referred to
herein as the Utility Subsidiaries. Other subsidiaries of Ameren
(including those identified in the preceding paragraph) are
sometimes referred to as Non-Utility Subsidiaries.
1.2 AMEREN'S CURRENT FINANCING AUTHORITY. By order dated
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March 13, 1998 (the "Financing Order"),(2) the Commission
authorized Ameren to (i) issue and sell from time to time through
February 27, 2003 (the "Authorization Period") up to 15 million
shares of common stock, $.01 par value per share ("Common
Stock"), (ii) issue and reissue from time to time during the
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1 See Ameren Corporation, et al., Holding Co. Act Rel.
No. 26809 (December 30, 1997).
2 See Ameren Corporation, et al., Holding Co. Act Rel.
No. 26841.
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Authorization Period commercial paper and/or other short-term
debt ("Short-term Debt") aggregating up to $300 million at any
time outstanding, and (iii) provide guarantees and similar credit
support ("Guarantees") on behalf of Non-Utility Subsidiaries in
an aggregate amount not to exceed $300 million outstanding at any
one time. The Commission also authorized the Utility and
Non-Utility Subsidiaries to engage in a program of external and
intrasystem financing during the Authorization Period. The
Commission reserved jurisdiction under the Financing Order over
the issuance by Ameren (as well as by its Utility and Non-Utility
Subsidiaries) of other types of securities pending completion of
the record.
Through December 31, 1998, Ameren had issued none of the 15
million shares of Common Stock authorized under the Financing
Order. At December 31, 1998, Ameren had outstanding an aggregate
of $10 million in Short-term Debt, consisting primarily of
borrowings under a revolving bank credit facility, and $3.9
million in Guarantees.
Under the terms of the Financing Order, Ameren and its
Utility and Non-Utility Subsidiaries may use the proceeds of
financing authorized therein for general and corporate purposes,
including (i) capital expenditures of Ameren or its Subsidiaries,
(ii) the repayment, redemption, refunding or purchase of debt and
capital stock of Ameren or its Subsidiaries, (iii) working
capital requirements and capital spending of the Ameren system,
and (iv) other lawful general purposes. Ameren does not
currently hold any direct or indirect interest in any "exempt
wholesale generator" ("EWG") or exempt "foreign utility company"
("FUCO"), as those terms are defined in Sections 32 and 33 of the
Act, respectively, and the original Application or Declaration
filed herein indicated that no part of the proceeds of the
authorized financing would be used to acquire any EWG or FUCO.
1.3 PROPOSED MODIFICATIONS TO FINANCING ORDER. Ameren
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herein requests authority for an increase in the amounts of
Common Stock, Short-term Debt, and Guarantees that it may issue
under the Financing Order for the remainder of the Authorization
Period. Specifically, Ameren requests authority to (i) issue and
sell up to 25 million shares of its Common Stock in one or more
transactions during the Authorization Period, (ii) incur
Short-term Debt in an aggregate amount at any time outstanding
during the Authorization Period not to exceed $1.5 billion, and
(iii) provide Guarantees on behalf of Non-Utility Subsidiaries in
an aggregate amount at any time outstanding not to exceed $1
billion. All other terms, conditions and restrictions applicable
to the Common Stock, Short-term Debt and Guarantees, as set forth
in the Financing Order, shall remain unchanged. Further, no
changes are requested herein to the authorizations of the Utility
and Non-Utility Subsidiaries.
In addition to the foregoing modifications to the Financing
Order, Ameren requests authority to issue and sell in one or more
transactions through the Authorization Period up to $300 million
aggregate principal amount of unsecured debentures (the
"Debentures") having a maturity of up to 40 years, provided that
the aggregate principal amount of Debentures and Short-term Debt
at any time outstanding shall not exceed $1.5 billion (the
"Ameren Debt Limitation"). Ameren requests that the Commission
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release jurisdiction heretofore reserved under the Financing
Order in order to permit the sale of the Debentures.
The Debentures (a) may be convertible into any other
securities of Ameren, (b) will have maturities ranging from one
to 40 years, (c) may be subject to optional and/or mandatory
redemption, in whole or in part, at par or at various premiums
above the principal amount thereof, (d) may be entitled to
mandatory or optional sinking fund provisions, (e) may provide
for reset of the coupon pursuant to a remarketing arrangement,
and (f) may be called from existing investors by a third party.
In addition, Ameren may have the right from time to time to defer
the payment of interest on the Debentures of one or more series
(which may be fixed or floating or "multi-modal" debentures,
i.e., debentures where the interest is periodically reset,
alternating between fixed and floating interest rates for each
reset period). The Debentures will be issued under an indenture
(the "Indenture") to be entered into between Ameren and a
national bank, as trustee (the "Trustee," including any successor
trustee appointed pursuant to the Indenture), with a supplemental
indenture to be executed in respect of each separate offering of
one or more series of Debentures (each a "Supplemental
Indenture"). Forms of the Debentures, Indenture and Supplemental
Indenture will be filed by amendment hereto.
Ameren contemplates that the Debentures would be issued and
sold directly to one or more purchasers in privately-negotiated
transactions or to one or more investment banking or underwriting
firms or other entities who would resell the Debentures without
registration under the Securities Act of 1933 in reliance upon
one or more applicable exemptions from registration thereunder,
or to the public either (i) through underwriters selected by
negotiation or competitive bidding or (ii) through selling agents
acting either as agent or as principal for resale to the public
either directly or through dealers. A form of Purchase Agreement
with respect to any private offerings of Debentures through
investment banking or underwriting firms will be filed by
amendment hereto.
The maturity dates, interest rates, redemption and sinking
fund provisions and conversion features, if any, with respect to
the Debentures of a particular series, as well as any associated
placement, underwriting or selling agent fees, commissions and
discounts, if any, will be established by negotiation or
competitive bidding and reflected in the applicable Supplemental
Indenture and Purchase Agreement or underwriting agreement
setting forth such terms; provided, however, that Ameren will not
issue and sell any Debentures at interest rates in excess of
those generally obtainable at the time of pricing or repricing of
such Debentures for securities having the same or reasonably
similar maturities and having reasonably similar terms,
conditions and features issued by utility companies or utility
holding companies of the same or reasonably comparable credit
quality, as determined by the competitive capital markets.
Finally, Ameren undertakes that without further Commission
authorization it will not issue any Debentures that are not at
the time of original issuance rated at least investment grade by
a nationally recognized statistical rating organization.
1.4 ADDITIONAL USE OF PROCEEDS. Ameren is exploring
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potential opportunities to acquire the securities of or other
interest in one or more EWGs or FUCOs and therefore requests a
modification to the Financing Order that would permit Ameren to
use the proceeds of the proposed financing (including the
Guarantees) to acquire one or more EWGs or FUCOs, subject to the
limitations in the Financing Order and to the added limitation
that the amount of proceeds of such financing (including the
Guarantees) used to acquire any EWG or FUCO, when added to
Ameren's "aggregate investment" (as defined in Rule 53(a)(1)) in
EWGs or FUCOs at any time, shall not exceed 50% of Ameren's
"consolidated retained earnings" (also as defined in
Rule 53(a)(1)). At September 30, 1998, Ameren's consolidated
retained earnings were approximately $1.53 billion.
Although Ameren has not identified any specific EWG or FUCO
in which it may seek to invest, it is Ameren's intention to bid
on or otherwise acquire existing electric generating assets that
are being sold by unaffiliated utility companies in
state-sponsored or voluntary restructuring programs. This could
include, but would not be limited to, generating assets offered
for sale in Illinois and Missouri. In addition, Ameren requires
an increased level of external financing in order to fund
potential investments in companies formed to engage in activities
permitted under Rule 58 or in other types of authorized
energy-related businesses.(3)
Ameren represents that no part of the proceeds of any
financing by the Utility Subsidiaries or Ameren Services will be
used to acquire an interest in any EWG or FUCO. Ameren further
represents that it will not seek to recover through the rates of
the Utility Subsidiaries any losses that it may sustain in
respect of any investment in an EWG or FUCO.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
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The fees, commissions and expenses paid or incurred and to
be paid or incurred in connection with this Post-Effective
Amendment are estimated not to exceed $5,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
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The proposed transactions are or may be subject to the
requirements of Sections 6(a), 7, 12(b), 32 and 33 of the Act and
Rules 42, 45, 53 and 54 thereunder.
COMPLIANCE WITH RULES 53 AND 54. Under Rule 53(a), the
Commission shall not make certain specified findings under
Sections 7 and 12 of the Act in connection with a proposal by a
holding company to issue securities for the purpose of acquiring
the securities of or other interest in an EWG, or to guarantee
the securities of an EWG, if each of the conditions in
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3 For example, in File No. 70-9427, Ameren and Ameren
Development are seeking authority to construct or purchase
various types of non-utility energy-related assets in an
aggregate amount not to exceed $400 million.
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paragraphs (a)(1) through (a)(4) thereof are met, provided that
none of the conditions specified in paragraphs (b)(1) through
(b)(3) of Rule 53 exists. Rule 54 provides that the Commission
shall not consider the effect of the capitalization or earnings
of subsidiaries of a registered holding company that are EWGs or
FUCOs in determining whether to approve other transactions if
Rule 53(a), (b) and (c) are satisfied. These standards are met.
Rule 53(a)(1): As stated above, Ameren currently does not
hold, directly or indirectly, any interest in any EWG or FUCO.
Rule 53(a)(2): Ameren will maintain books and records
enabling it to identify investments in and earnings from each EWG
and FUCO in which it directly or indirectly acquires and holds an
interest and will cause each domestic EWG in which it acquires
and holds an interest to maintain its books and records and
prepare its financial statements in conformity with U.S.
generally accepted accounting principles ("GAAP"). The books and
records and financial statements of each FUCO which is a
"majority-owned subsidiary company" of Ameren will also be
maintained and prepared in conformity with GAAP, and Ameren shall
proceed in good faith, to the extent reasonable, to cause the
books and records and financial statements of each FUCO that is
not a "majority-owned subsidiary company" to be maintained and
prepared in accordance with GAAP. All of such books and records
and financial statements will be made available to the
Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of the
Utility Subsidiaries will, at any one time, directly or
indirectly, render services to EWGs and FUCOs.
Rule 53(a)(4): Ameren has submitted or will submit a copy of
the Application or Declaration in this proceeding and each
amendment thereto, and will submit copies of any Rule 24
certificates required hereunder, as well as a copy of Ameren's
Form U5S, to each of the public service commissions having
jurisdiction over the retail rates of the Utility Subsidiaries.
In addition, Ameren states that the provisions of Rule 53(a)
are not made inapplicable to the authorization herein requested
by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Ameren nor any subsidiary of Ameren
is the subject of any pending bankruptcy or similar proceeding.
Rule 53(b)(2): Since the date upon which it became a holding
company, Ameren has not experienced any decrease in average
consolidated retained earnings.
Rule 53(b)(3): Ameren has not experienced any losses
attributable to EWGs and FUCOs.
ITEM 4. REGULATORY APPROVAL.
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The proposed transactions, insofar as they relate to
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Ameren's issuance of securities (including guarantees) for the
purpose of financing investments in an EWG or FUCO, are not
subject to the jurisdiction of any state commission or of any
federal commission other than the Commission.
ITEM 5. PROCEDURE.
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The applicants requests that the Commission's order be
issued as soon as the rules allow, and that there be no
thirty-day waiting period between the issuance of the
Commission's order and the date on which it is to become
effective. The applicants hereby waive a recommended decision by
a hearing officer or other responsible officer of the Commission
and hereby consent that the Division of Investment Management may
assist in the preparation of the Commission's decision and/or
order in the matter unless such Division opposes the matters
covered hereby.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
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(a) EXHIBITS.
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B-4 Form of Debentures. (To be filed by
Amendment).
B-5 Form of Debenture Indenture. (To be filed by
Amendment).
B-6 Form of Supplemental Indenture. (To be filed
by Amendment).
B-7 Form of Debenture Purchase Agreement. (To be
filed by Amendment).
G Financial Data Schedule. (Incorporated by
Reference to Exhibit 27 to Ameren Form 10-Q
for the period ended September 30, 1998)
(File No. 1-14756).
H Form of Federal Register Notice.
(b) FINANCIAL STATEMENTS.
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FS-1 - Ameren Consolidated Balance Sheet as of
September 30, 1998, and Consolidated
Statements of Income and Consolidated
Condensed Statement of Cash Flows for the
nine months ended September 30, 1998
(Incorporated by Reference to Ameren
Form 10-Q for the period ended September 30,
1998) (File No. 1-14756).
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
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(a) In light of the nature of the proposed
transactions, as described in Item 1 hereof, the Commission's
action in this matter will not constitute any major federal
action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
Ameren Corporation
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title: Vice President and
Secretary
Union Electric Company
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Vice President and
Secretary
(Signatures continued on next page)
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Ameren Services Company
By: /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Treasurer
Union Electric Development Corporation
By: /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and
Treasurer
Central Illinois Public Service Company
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Secretary
CIPSCO Investment Company
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Secretary
Electric Energy Incorporated
By: /s/ R. Alan Kelley
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Name: R. Alan Kelley
Title: President
Dated: February 11, 1999
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