(As filed May 19, 1999)
File No. 70-9427
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Union Electric Development Corporation
Ameren Development Company
Ameren ERC, Inc.
Ameren Energy, Inc.
1901 Chouteau Avenue
St. Louis, Missouri 63103
Central Illinois Public Service Company
CIPSCO Investment Company
607 East Adams
Springfield, Illinois 62739
(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)
<PAGE>
The Commission is requested to mail signed copies of all orders, notices and
communications to:
William J. Niehoff, Esq. William T. Baker, Jr., Esq.
Ameren Services Company Thelen Reid & Priest LLP
1901 Chouteau Avenue 40 West 57th Street
P.O. Box 66149, MC 1310 New York, New York 10019-4097
St. Louis, Missouri 63166-6149
2
<PAGE>
The Application or Declaration heretofore filed in this proceeding on
December 8, 1998, as amended and restated March 10, 1999, is hereby further
amended as follows:
1. By deleting the proposal that is set forth in Item 1.8, as well as part
4 of the proposed form of quarterly Rule 24 report, which is described in Item
1.15, and Exhibit B-1.
2. By filing the following additional exhibits and financial statements
designated in ITEM 6 - EXHIBITS AND FINANCIAL STATEMENTS:
---------------------------------
(a) Exhibits.
--------
B-2 - Form of Agency Agreement between Ameren Energy and Ameren
Services and each Operating Company.
F - Preliminary Opinion of Counsel
I - Organizational Chart of Ameren and Subsidiaries.
(b) Financial Statements.
--------------------
FS-1 - Ameren Consolidated Balance Sheet as of December 31, 1998,
and Consolidated Statements of Income and Consolidated
Condensed Statement of Cash Flows for the year ended
December 31, 1998 (Incorporated by Reference to Ameren
Form 10-K for the period ended December 31, 1998) (File No.
1-14756).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this statement to be signed on
their behalf by the undersigned thereunto duly authorized.
Ameren Corporation
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title: Vice President and
Secretary
Union Electric Company
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title: Vice President and
Secretary
Union Electric Development Corporation
By: /s/ Donald E. Brandt
--------------------
Name: Donald E. Brandt
Title:Vice President and
Controller
Ameren Development Company
By: /s/ Donald E. Brandt
--------------------
Name: Donald E. Brandt
Title:Senior Vice President
(Signatures continued on next page)
4
<PAGE>
Ameren ERC, Inc.
By: /s/ Donald E. Brandt
--------------------
Name: Donald E. Brandt
Title:Senior Vice President
Ameren Energy, Inc.
By: /s/ Donald E. Brandt
--------------------
Name: Donald E. Brandt
Title:President
Central Illinois Public Service Company
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title:Vice President and
Secretary
CIPSCO Investment Company
By: /s/ Steven R. Sullivan
----------------------
Name: Steven R. Sullivan
Title:Secretary
Dated: May 19, 1999
5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
B-2 Form of Agency Agreement between Ameren Energy and Ameren
Services and each Operating Company.
F Preliminary Opinion of Counsel
I Organizational Chart of Ameren and Subsidiaries.
EXHIBIT B-2
AGENCY AGREEMENT
BETWEEN
AMEREN ENERGY, INC.
AND
AMEREN SERVICES COMPANY
AS AGENT FOR
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
AND
UNION ELECTRIC COMPANY
THIS AGENCY AGREEMENT, made and entered into as of October 30, 1998 by and
between AMEREN ENERGY, INC., a corporation organized under the laws of the State
of Missouri ("Ameren Energy"), and AMEREN SERVICES COMPANY, a corporation
organized under the laws of the State of Missouri ("Client Company") (Ameren
Energy and Client Company hereinafter sometimes referred to individually as a
"Party" and collectively as the "Parties"),
W I T N E S S E T H:
WHEREAS, Ameren Energy and Client Company are both direct subsidiaries of
Ameren Corporation ("Ameren"), a registered holding company under the Public
Utility Holding Company Act of 1935, and, together with Ameren's other direct
and indirect subsidiaries, form the Ameren System; and
WHEREAS, Ameren Energy is engaged in the business of electricity, gas and
energy commodity marketing and trading, and in the conduct of its business has
assembled a highly-trained staff and developed and acquired various
capabilities, programs, systems and other resources; and
WHEREAS, Client Company is authorized by order of the Securities and
Exchange Commission (the "Commission") dated December 30, 1997 (the "Merger
<PAGE>
Order") to provide a variety of administrative, management, engineering,
construction, environmental, energy and fuel supply and support services to its
associate companies in the Ameren System, and has heretofore entered into a
General Service Agreement, dated as of January 1, 1998 (the "GSA"), with Union
Electric Company and Central Illinois Public Service Company (the "Operating
Companies") and certain other associate companies of Client; and
WHEREAS, pursuant to the GSA, Client Company provides services to the
Operating Companies in the areas of bulk power marketing and procurement, gas
supply, procurement and management, and other services relating to the Operating
Companies' power and gas marketing and trading functions; and
WHEREAS, economies and increased efficiencies will result from the
performance by Ameren Energy of certain support services for Client Company that
would enable Client Company to perform its obligations under the GSA; and
WHEREAS, subject to the terms and conditions herein described, Ameren
Energy will render such services and provide such resources to Client Company at
cost, determined in accordance with applicable rules, regulations and orders of
the Commission;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Parties hereto hereby agree as follows:
<PAGE>
<PAGE>
1. Agreement to Furnish Support Services.
-------------------------------------
Ameren Energy agrees to provide to Client Company the following
services: power trading and marketing; capacity management; business reporting;
transaction administration; contract and counter-party administration;
regulatory reporting, support and compliance; representation on industry groups;
the negotiation, execution and administration of contracts between any operating
company and third parties necessary to facilitate the above; and other related
activities as requested.
2. Appointment of Ameren Energy as Agent.
-------------------------------------
Ameren Energy's relationship to Client Company shall be that of an
Agent. Ameren Energy shall have no interest in the profits or revenues of Client
Company or any Operating Company in respect of any transaction in which Ameren
Energy provides services, and shall not be liable for the performance or other
obligations of Client Company or any Operating Company thereunder. Ameren Energy
shall be accountable for all funds advanced or collected on behalf of Client
Company or any Operating Company in connection with any transaction in respect
of which Ameren Energy provides services. The provision of services by Ameren
Energy pursuant to this Agreement shall in all cases and notwithstanding
anything herein contained to the contrary be subject to any limitations
contained in authorizations, rules or regulations of those governmental
agencies, if any, having jurisdiction over Ameren Energy or such provision of
services.
<PAGE>
<PAGE>
3. Compensation of Ameren Energy.
-----------------------------
As compensation for services actually requested by Client Company and
rendered to it by Ameren Energy, Client Company hereby agrees to reimburse
Ameren Energy for all costs properly chargeable or allocable thereto, as
controlled through a work order procedure.
4. Indemnification.
---------------
A. Client Company shall and does hereby agree to save harmless
and defend Ameren Energy, and its officers, employees, and agents,
from the payment of any sum or sums of money on account of, or
resulting from, claims or suits growing out of or losses under any
transaction in respect of which Ameren Energy shall agree to provide
services, except to the extent that such claims, suits or losses
result from the gross negligence or willful misconduct of Ameren
Energy. Further, Client Company shall and does hereby indemnify and
agree to save harmless and defend Ameren Energy (a) from any and all
liens, garnishments, attachments, claims, suits, costs, attorneys'
fees, cost of investigation and of defense resulting from, incurred in
connection with, or relating to any such claims, (b) from the payment
of any such sum or sums of money, and (c) from the payment of any
penalties, fines, damages, suits or claims (and any liens or
attachments asserted in connection therewith) arising out of any
alleged or actual violation of law, court order, or governmental
agency rule or regulation committed by or existing with respect to
Client Company or its officers, employees, agents or subcontractors
(including Ameren Energy when such payments relate to performing
services hereunder).
B. Ameren Energy shall within five (5) business days after it
<PAGE>
receives notice of any claims, action, damages or liability against
which it will expect to be indemnified pursuant to Article 4A, notify
Client Company of such claims, actions, damages or liabilities.
Thereafter, Client Company may at its own expense, upon notice to
Ameren Energy, defend or participate in the defense of such action or
claim or any negotiation for settlement of such action or claim,
provided that, unless Client Company proceeds promptly and in good
faith to pay or defend such action or claim, then Ameren Energy shall
have the right (but not the obligation), in good faith, upon ten (10)
days' notice to Client Company, to pay, settle, compromise or proceed
to defend any such action or claim without the further participation
by Client Company. Client Company will immediately pay (or reimburse
Ameren Energy, as the case may be) any payments, settlements,
compromises, judgments, costs or expenses made or incurred by Ameren
Energy in or resulting from the pursuit by Ameren Energy of such
right. If any judgment is rendered against Ameren Energy in any such
action defended by Client Company or Ameren Energy is otherwise
entitled to indemnification under Article 4A, or if any lien attaches
to the assets of Ameren Energy in connection therewith, Client Company
shall immediately upon such entry or attachment pay the judgment in
full or discharge any such lien unless, at its expense and direction,
appeal shall be taken under which the execution of the judgment or
satisfaction of the lien is stayed. If and when a final and
unappealable judgment is rendered against Ameren Energy in any such
action, Client Company shall forthwith pay such judgment or discharge
such lien prior to the time that Ameren Energy would be legally held
to do so.
<PAGE>
6. Miscellaneous.
-------------
This Agreement shall be binding upon the successors and assigns of the
Parties hereto, provided that Ameren Energy shall not be entitled to assign or
subcontract out any of its obligations under this Agreement without the prior
written approval of Client Company. This Agreement may not be modified or
amended in any respect except in writing executed by the Parties hereto. This
Agreement shall be construed and enforced under and in accordance with the laws
of the State of Missouri. This Agreement may be executed in counterparts, each
one of which when fully executed shall be deemed to have the same dignity, force
and effect as if the original. No provision of this Agreement shall be deemed
waived nor breach of this Agreement consented to unless such waiver or consent
is set forth in writing and executed by the Party hereto making such waiver or
consent.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the day and year
first above written.
AMEREN ENERGY, INC.
---------------------------------
By:------------------------------
Title:---------------------------
Date Executed:-------------------
<PAGE>
AMEREN SERVICES COMPANY
AS AGENT FOR
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
UNION ELECTRIC COMPANY
---------------------------------
By:------------------------------
Title:---------------------------
Date Executed:-------------------
ACKNOWLEDGED BY:
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
---------------------------------
By:------------------------------
Title:---------------------------
Date Executed:-------------------
ACKNOWLEDGED BY:
UNION ELECTRIC COMPANY
---------------------------------
By:------------------------------
Title:---------------------------
Date Executed:-------------------
Exhibit F
[On Letterhead of Steven R. Sullivan, Esquire]
May 19, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Ameren Corporation, et al. - File No. 70-9427
---------------------------------------------
Dear Sirs:
I refer to the Form U-1 Application/Declaration, as amended (the
"Application"), under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed jointly with the Securities and Exchange Commission (the
"Commission") by Ameren Corporation ("Ameren") and certain of its direct and
indirect subsidiaries, namely, Union Electric Company ("Union Electric"),
Central Illinois Public Service Company ("CIPS"), Union Electric Development
Corporation ("UEDC"), Ameren Development Company ("Ameren Development"), Ameren
Energy, Inc. ("Ameren Energy"), Ameren ERC, Inc., and CIPSCO Investment Company
("CIC") (each individually a "Subsidiary" and collectively the "Subsidiaries")
(Ameren and the Subsidiaries being collectively referred to as the "Ameren
Companies"). I have acted as counsel for the Ameren Companies in connection with
the Application.
In the Application, the Ameren Companies request that the Commission grant
them authorization to engage in various transactions (the "Proposed
Transactions"). Specifically, the authorizations relate to the following: (i)
the acquisition through Ameren Development or another subsidiary of Ameren of
the equity securities of one or more specified categories of non-utility
subsidiaries (referred to as "Financing Subsidiaries", "Special-Purpose
Subsidiaries", and "Intermediate Subsidiaries"); (ii) the transfer of certain
assets and securities of subsidiaries owned by UEDC and CIC to non-utility
subsidiaries of Ameren Development; (iii) an increase to $300 million in the
aggregate amount of guarantees that Ameren Development, Ameren Energy and CIC
may provide to existing and future subsidiaries; (iv) the sale of goods and
services among Ameren Development and other non-utility subsidiaries of Ameren
at market prices determined without regard to "cost," as determined in
accordance with Rules 90 and 91; (v) the performance of services by Union
Electric and CIPS at "cost" for Ameren Development and its subsidiaries, with
respect to which the Commission has been requested to reserve jurisdiction; (vi)
the sale of certain goods and services by "energy-related" companies under Rule
58 and "Special Purpose Subsidiaries" outside the United States; (vii) the
performance of agency services by Ameren Energy for Ameren Services Company
<PAGE>
Securities and Exchange Commission
May 19, 1999
Page 2
and/or Union Electric and CIPS; (viii) investments by Ameren Energy (or other
brokering or marketing subsidiaries of Ameren) in specified types of
non-utility, energy-related, assets or in the securities of companies
substantially all of whose assets consist of such energy-related assets; (ix)
the payment by Ameren Development and its direct and indirect subsidiaries of
dividends out of capital and unearned surplus; and (x) the entering into of
anticipatory interest rate hedging transactions by Ameren Development and any
existing and future non-utility subsidiaries.
In connection with this opinion, I have examined original, certified, or
conformed copies of all such corporate records, agreements, instruments, and
documents of the Ameren Companies and certificates of public officials and
officers of the Ameren Companies, and have made such other investigations, as I
have deemed necessary or appropriate for the purpose of rendering this opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity to
originals of all documents submitted to me as conformed copies.
The opinions expressed below with respect to the Proposed Transactions are
subject to the following assumptions and conditions:
(a) The Proposed Transactions shall have been duly authorized and approved,
to the extent required by the governing documents and applicable state laws, by
the Board of Directors of Ameren and/or the appropriate Subsidiary or
Subsidiaries.
(b) The Commission shall have duly entered an appropriate order or orders
with respect to the Proposed Transactions as described in the Application
granting and permitting the Application to become effective under the Act and
the rules and regulations thereunder and the Proposed Transactions are
consummated in accordance with the Application.
(c) The parties shall have obtained all consents, waivers and releases, if
any, required for the Proposed Transactions under all applicable governing
corporate documents, contracts, agreements, debt instruments, indentures,
franchises, licenses, and permits.
(d) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed above.
(e) The consummation of the Proposed Transactions shall be conducted under
my supervision and all legal matters incident thereto shall be satisfactory to
me, including the receipt in satisfactory form of opinions of other counsel,
qualified to practice in jurisdictions pertaining to such Proposed Transactions
in which I am not admitted to practice, as I may deem appropriate.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein,
<PAGE>
Securities and Exchange Commission
May 19, 1999
Page 3
and having regard to legal considerations which I deem relevant, I am of the
opinion that, in the event that Proposed Transactions are consummated in
accordance with the Application:
1. All state laws applicable to the Proposed Transactions will have been
complied with;
2. The Ameren Companies are validly organized and duly existing under the
laws of their respective states of incorporation;
3. The equity securities to be acquired by the Ameren Companies in the
Proposed Transactions will be validly issued, fully paid and nonassessable, and
the holders thereof will be entitled to the rights and privileges appertaining
thereto set forth in the applicable certificates of incorporation which define
such rights and privileges;
4. The guarantees to be issued by Ameren Development and certain of the
Subsidiaries as part of the Proposed Transactions will be valid and binding
obligations of Ameren Development and such Subsidiaries in accordance with the
terms of such guarantees; and
5. The consummation of the Proposed Transactions will not violate the legal
rights of the holder of any securities issued by Ameren Companies.
I hereby consent to the use of this opinion in connection with the
Application.
Sincerely,
/s/ Steven R. Sullivan
----------------------
Steven R. Sullivan
[ORGANIZATIONAL CHART OF AMEREN AND SUBSIDIARIES APPEARS HERE]
* See page 2 for a listing of subsidiaries of CIPSCO Investment Company.
<PAGE>
CHART OF CIPSCO INVESTMENT COMPANY APPEARS HERE
<PAGE>
CHART OF PROPOSED STRUCTURE APPEARS HERE
