EXHIBIT D-2
STATE OF ILLINOIS
ILLINOIS COMMERCE COMMISSION
Union Electric Company, d/b/a AmerenUE )
Central Illinois Public Service Company, )
d/b/a AmerenCIPS )
) Docket No. 00-0650
Petition for (i) transfer of retail electric )
business and associated certificates of )
public convenience and necessity; and )
(ii) approval of related tariffs. )
PETITION
--------
Union Electric Company, d/b/a AmerenUE ("AmerenUE") and Central Illinois
Public Service Company, d/b/a AmerenCIPS ("AmerenCIPS") (jointly, the "Ameren
Companies") request: (i) to the extent required under Sections 7-102 and 7-203
of the Illinois Public Utilities Act ("IPUA"), that the Commission approve the
transfer from AmerenUE to AmerenCIPS of all of AmerenUE's line and/or area
certificates of public convenience and necessity previously issued by the
Commission to provide retail electric service in Illinois (the "Certificates")
and AmerenUE's Illinois retail electric business 1; and (ii) that the Commission
approve certain tariffs described herein pursuant to Section 9-201 of the IPUA.
Concurrently with this Petition, AmerenUE has filed a notice under Section
16-111(g) of the IPUA of AmerenUE's intent to transfer to AmerenCIPS all of
AmerenUE's electric transmission and distribution assets and liabilities (except
for limited facilities pertaining to AmerenUE's Venice, Illinois generating
plant) and AmerenUE's retail electric business and Certificates to AmerenCIPS.
The Ameren Companies believe that AmerenUE's retail electric business and
Certificates are assets that may be transferred pursuant to Section 16-111(g).
------------------------
1 This does not include certificates for the Venice Power Plant located in
Illinois and associated lines providing transmission service to St. Louis,
Missouri.
<PAGE>
However, to the extent that the Commission concludes otherwise, the Ameren
Companies submit this Petition.
In support of their Petition, the Ameren Companies state as follows:
1. AmerenUE provides electric service to over 1 million customers and gas
service to 130,000 customers in Missouri and Illinois. AmerenUE's
principal service territory is in Missouri; it serves approximately
62,000 electric customers and 18,000 gas customers in Illinois in the
St. Louis metropolitan area ("Metro East").
2. AmerenCIPS is also a combination gas and electric utility. AmerenCIPS
provides electric service to approximately 325,000 customers and gas
service to approximately 170,000 customers, all in the State of
Illinois.
3. AmerenUE and AmerenCIPS are both first tier subsidiaries of Ameren
Corporation, a registered holding company under the federal Public
Utilities Holding Company Act of 1935. AmerenUE and AmerenCIPS came
under common control pursuant to the merger of AmerenUE and CIPSCO,
Inc., AmerenCIPS' previous parent company. The Commission approved
that merger in Docket No. 95-0551 in late 1997. The merger became
effective on December 31,1997.
4. The Ameren Companies now seek to structure their electric operations
along state lines. Under their proposal, AmerenCIPS would be
responsible for all of their regulated electric operations in
Illinois; AmerenUE would be responsible for all of their regulated
electric operations in Missouri.
5. At the same time that the Ameren Companies seek to transfer AmerenUE's
Illinois electric operations to AmerenCIPS, they are also seeking, in
2
<PAGE>
a separate filing, to effectuate the transfer of AmerenUE's retail gas
operations in Illinois to AmerenCIPS as well. As a result of these
transactions, AmerenUE's only Illinois business would be the operation
of an electric generating plant in Venice, Illinois. AmerenUE would
not offer utility service to the public in Illinois, and, accordingly,
AmerenUE would cease to be or operate as a public utility within the
meaning of the Act.
6. As indicated above, the Ameren Companies are notifying the Commission
of the transfer of electric assets under Section 16-111(g). To the
extent that the Commission concludes that the Certificates and
AmerenUE's retail electric business and Certificates are not assets
within the meaning of Section 16-111(g), the Ameren Companies seek
approval of the transfer of the Certificates and the retail electric
business in this Petition under Sections 7-102 and 7-203 of the IPUA.
7. Section 7-102 of the IPUA provides, inter alia, that:
(b) No public utility may purchase, lease, or in any other manner
acquire control, direct or indirect, over the franchises,
licenses, permits, plants, equipment, business or other property
of any other public utility.
(c) No public utility may assign, transfer, lease, mortgage, sell (by
option or otherwise), or otherwise dispose of or encumber the
whole or any part of its franchises, licenses, permits, plant,
equipment, business, or other property, but the consent and
approval of the Commission shall not be required for the sale,
lease, assignment or transfer (1) by any public utility of any
tangible personal property which is not necessary or useful in
the performance of its duties to the public, or (2) by any
railroad of any real or tangible personal property.
(d) No public utility may by any means, direct or indirect, merge or
consolidate its franchises, licenses, permits, plants, equipment,
business or other property with that of any other public utility.
3
<PAGE>
220 ILCS 5/7-102 (1999). The Commission may grant a request under
Section 7-102 if it finds that the public will be convenienced
thereby.
8. Section 7-203 of the Act provides that:
No franchise, license, permit or right to own, operate, manage or
control any public utility shall be assigned, transferred or
leased nor shall any contract or agreement with reference to or
affecting any such franchise, license, permit or right be valid
or of any force or effect whatsoever, unless such assignment,
lease, contract, or agreement shall have been approved by the
Commission.
220 ILCS 5/7-203 (1999).
9. The public will be convenienced by the transfer of AmerenUE's electric
Certificates and retail electric business to AmerenCIPS, for all the
reasons discussed in the notice submitted under Section 16-111(g). In
particular, if AmerenUE maintains the Metro East operations, it would
have to contract for additional capacity, and would be susceptible to
significant changes in market prices, an increase in the cost of fuel
or operations, or a significant loss of customer base that would lower
returns significantly. By contrast, AmerenCIPS has available to it
under an existing power supply agreement, ample capacity to serve the
Metro East load.
10. Moreover, the transfer would hold no detriment for any customer.
AmerenCIPS has the managerial, technical and financial qualifications
to provide retail electric service in AmerenUE's existing Illinois
retail electric service territory. AmerenCIPS owns and operates a
retail electric distribution system several times larger than the
AmerenUE Illinois system.
11. AmerenCIPS would adopt the service classifications and rates in
AmerenUE's tariffs for use in the Metro East area. Accordingly,
customers would see no change in service classifications or rates,
4
<PAGE>
until such time as the Commission determines that such change would be
appropriate.
12. So that AmerenCIPS may begin to provide electric service as of the
time of the transfer, the Ameren Companies also request pursuant to
Section 9-201 of the Act that the tariffs attached hereto as
Appendices A and B become effective as of the transfer.
5
<PAGE>
WHEREFORE, for all the reasons stated herein, Union Electric Company and
Central Illinois Public Service Company respectfully request that the Commission
approve the transfer of Union Electric Company's Illinois retail electric
business, including its Certificates, to Central Illinois Public Service
Company.
Dated: September 29, 2000 Respectfully submitted,
Union Electric Company
d/b/a AmerenUE
Central Illinois Public Service Company
d/b/a Ameren CIPS
By:
---------------------------------------
One of their attorneys
James J. Cook
Ameren Services Company
One Ameren Plaza
1901 Chouteau Avenue
P.O. Box 66149
St. Louis, Missouri 63166-6149
(314) 554-2237 (voice)
(314) 554-4014 (fax)
[email protected]
-----------------
Christopher W. Flynn
Jones, Day, Reavis & Pogue
77 West Wacker
Suite 3500
Chicago, Illinois 60601-1692
(312) 782-3939 (voice)
(312) 782-8585 (fax)
[email protected]
-------------------
6
<PAGE>
VERIFICATION
Craig D. Nelson, Vice President of Central Illinois Public Service Company,
being first duly sworn, states that he has read the foregoing Petition, that he
is familiar with the statements therein, and that the statements therein are
true and correct to the best of his knowledge.
-----------------------------
Craig D. Nelson
Subscribed and sworn to
before me this 29th day
of September, 2000.
-----------------------------
Notary Public
7
<PAGE>
Table of Contents
-----------------
Appendix
--------
A Metro East Bundled Electric Service Tariffs
B Metro East Delivery Services Tariffs
