SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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IN THE MATTER OF : CERTIFICATE
AMEREN CORPORATION : PURSUANT TO
: RULE 24
File No. 70-9383 :
:
(Public Utility Holding Company Act of 1935):
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This Certificate of Notification (the "Certificate") is
filed by Ameren Corporation ("Ameren"), a registered holding
company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), in connection with the transactions proposed
in the Form U-1 Application/Declaration (the "Declaration"), as
amended, of Ameren in File No. 70-9383. These transactions were
authorized by Order of the Securities and Exchange Commission
dated December 29, 1998 (the "Order"). Ameren hereby certifies
the matters set forth below pursuant to Rule 24 of the rules
under the Act:
i. That, Ameren entered into a Rights Agreement
between Ameren and First Chicago Trust Company of New York, dated
as of October 9, 1998.
ii. That, on October 9, 1998, Ameren declared a
dividend (the "Dividend") distribution of one preferred share
purchase right for each outstanding share of common stock, par
value $.01 per share ("Common Stock").
iii. That, on December 14, 1998, Ameren filed a
Certificate of Designation with the Secretary of State of the
State of Missouri.
iv. That, on January 8, 1999, Ameren issued the
Dividend to holders of record of Common Stock on such date.
v. All of the transactions as described above and in
the Declaration have been carried out in accordance with the
terms and conditions of, and for the purposes requested in, the
Declaration, and in accordance with the terms and conditions of
the Order.
vi. Filed herewith as Exhibit F is a "past-tense"
opinion of Counsel for Ameren.
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SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, as amended, Ameren has duly caused
this Certificate to be signed on its behalf by the undersigned
thereunto duly authorized.
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Vice President and
Secretary
Date: January 26, 1999
2
<PAGE>
Exhibit Index
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Exhibit Description
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F Opinion of counsel
EXHIBIT F
[On Letterhead of Steven R. Sullivan, Esq.]
January 26, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ameren Corporation
Application-Declaration on Form U-1
SEC File Number 70-9383
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Ladies and Gentlemen:
I have acted as counsel for Ameren Corporation, a
Missouri corporation ("Ameren"), in connection with its Form U-1
Application/Declaration (File No. 70-9383), as amended (the
"Declaration"), filed with the Securities and Exchange Commission
(the "Commission") with respect to the proposed transactions
described therein (the "Transactions"). In the Declaration
authority is requested for Ameren to implement a shareholder
rights plan (the "Plan") as described in the Declaration and
embodied in a Rights Agreement (the "Rights Agreement")
incorporated by reference thereto as Exhibit A-3 (the "Rights
Agreement"). An Order was issued by the Commission with respect
to the Transactions on December 29, 1998.
Pursuant to the Plan, on October 9, 1998 the Board of
Directors of Ameren declared a dividend (the "Dividend")
distribution of one preferred share purchase right ("Right") for
each outstanding share of common stock, par value $.01 per share
("Common Stock"), of Ameren. A certificate of designation (the
"Certificate of Designation") setting forth the voting power,
designation, preferences, rights and qualifications of the
Preferred Stock was filed in Missouri on December 14, 1998. On
January 8, 1999, Ameren issued the Dividend to holders of record
of Common Stock on such date.
In connection with this opinion, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of such records of Ameren and such other documents,
certificates and corporate or other records as I have deemed
necessary or appropriate as a basis for the opinions set forth
herein. In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity
of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such
copies.
Based on the foregoing, and subject to the assumptions
and conditions set forth herein, and having regard to legal
considerations which I deem relevant, I am of the opinion that:
1. No state commission has jurisdiction over the
Transactions;
2. Ameren is a corporation validly organized and duly
existing under the laws of the State of Missouri;
3. The Rights issued to holders of record on January
8, 1999, have been and Rights thereafter issued in accordance
with the Rights Agreement will be validly issued and the holders
of the Rights will be entitled to the rights and privileges
appertaining thereto set forth in the Rights Agreement;
4. The shares of preferred stock, $.01 par value per
share, when issued pursuant to the Plan will be validly issued,
fully paid and nonassessable, and the holders of such shares will
be entitled to the rights and privileges appertaining thereto set
forth in the certificate of incorporation of Ameren, as amended
by the Certificate of Designation;
5. The shares of Common Stock when issued pursuant to
the Plan will be validly issued, fully paid and nonassessable,
and the holders of such shares will be entitled to the rights and
privileges appertaining thereto set forth in the certificate of
incorporation of Ameren;
6. All state laws applicable to the Transactions have
been complied with; however, I express no opinion as to need to
comply with state blue sky laws;
7. The consummation of the Transactions does not
violate the legal rights of the holders of any securities issued
by Ameren or any associate company thereof; and
8. The Transactions have been carried out in
accordance with the Declaration.
I hereby consent to the use of this opinion in
connection with the Declaration.
Very truly yours,
/s/ Steven R. Sullivan
Steven R. Sullivan
