<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, 1999
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
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, 1999
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Report, Financial Statements and Additional Information
Index
December 31, 1999
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Page
Report of Independent Accountants 1
Statement of Net Assets Available for
Benefits at December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 1999 and 1998 3
Notes to Financial Statements 4-11
Additional Information*:
Schedule of Assets Held for
Investment Purposes at December 31, 1999 Schedule I
* 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 28, 2000
To the Board of Directors of
Ameren Corporation and the
Participants of the Ameren Corporation
Savings Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Ameren Corporation Savings Investment Plan (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States. 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 auditing standards generally accepted in the
United States, 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 supplemental schedule of assets held
for investment purposes at December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is 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 Assets Available for Benefits
PAGE 2
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December 31,
1999 1998
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Assets
Investments:
Ameren Common Stock $ 132,261,596 $ 163,438,485
Mutual Fund Investments 399,643,002 354,510,089
Short-term Investments 75,646,620 70,674,490
Participant loans receivable 15,516,977 15,896,881
------------- -------------
Total investments 623,068,195 604,519,945
Cash 30,954 (235,080)
Dividends and interest receivable 369,628 346,390
Contributions receivable:
Participant 1,124,343 1,114,289
Employer 408,318 305,387
------------- -------------
Total assets 625,001,438 606,050,931
Liabilities
Accrued expenses 5,102
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Total liabilities 5,102
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Net assets available for benefits $ 625,001,438 $ 606,045,829
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The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Statement of Changes in Net Assets Available for Benefits
PAGE 3
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For the Year Ended
December 31,
1999 1998
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Additions to net assets attributed to:
Contributions:
Participant $ 22,895,535 $ 28,786,203
Employer 18,892,506 6,542,415
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41,788,041 35,328,618
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Investment income:
Interest and dividends 38,300,538 18,781,000
Net (depreciation) appreciation
of investments (7,246,570) 36,708,850
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31,053,968 55,489,850
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Transfer from merged plan 75,170,397
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Total additions 72,842,009 165,988,865
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Deductions from net assets
attributed to:
Distributions 53,772,553 63,450,876
Administrative expenses 113,847 152,622
------------- --------------
Total deductions 53,886,400 63,603,498
------------- --------------
Increase in net assets
available for benefits 18,955,609 102,385,367
Net assets available for benefits,
Beginning of year 606,045,829 503,660,462
------------- --------------
End of year $ 625,001,438 $ 606,045,829
============= ==============
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1999
PAGE 4
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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 certain management and contract employees
of Ameren and its wholly-owned subsidiaries, 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. 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 $1.00 for
each $1.00 up to the first 3% 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, 1999
Page 5
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additional $.50 for each $1.00 for the next 3% of a participant's
contribution (additional matching contribution). A portion of Company
matching contributions is invested 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 contributions 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 Ameren Corporation common
stock as well as short-term investments in the Northern Trust Company's
Short Term fund to maintain liquidity necessary to satisfy the fund's cash
need for transfers and payments.
Aggressive Equity Fund - Funds are invested in the MAS Mid Cap Value
Institutional 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. The Fund replaced the Acorn Fund as the
investment manager on July 1, 1999.
Conservative Equity Fund - Funds are invested in the Washington Mutual
Investors Fund. 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. The Fund replaced the Putnam Fund for Growth and
Income as the investment manager on July 1, 1999.
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 Vanguard US Growth 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 capitalizations of $2 billion
or more. The Fund replaced the Merrill Lynch Growth Equity Portfolio Fund
managed by Merrill Lynch Asset Management on July 1, 1999.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1999
Page 6
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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 the T. Rowe Price
Stable Value Common Trust Fund 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 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.
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, 1999 and 1998, the interest rates on participant
loans ranged from 7% to 11.5%. The loan maturity dates ranged from January
1999 through December 2008 at December 31, 1999, and from January 1998
through December 2006 at December 31, 1998.
Vesting
Effective July 1, 1999, Company contributions vest immediately. 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. If the amount of the
Company's contribution that is not vested with respect to any participant
is forfeited upon termination of employment, it 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. Forfeitures during the year ended December 31, 1999
approximated $35,500, with no amounts restored during the year. There were
no forfeitures during the year ending December 31, 1998.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1999
Page 7
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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 December 31 of the year they
attain age 70 1/2 but no later than 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.
Participants may elect to have his or her interest in the Ameren Stock
Fund, if applicable, distributed in shares of Ameren Common Stock.
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.
The cost of Ameren Corporation common stock distributed to participants is
determined on a weighted average basis. For the year ended December 31,
1999, 173,350 shares of Ameren Corporation common stock whose cost and
market values totaled $4,987,004 and $6,592,137 at the dates of
distribution, respectively, were distributed to participants of the Ameren
Common Stock Fund.
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.
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.
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 Plan are prepared on the
accrual basis of accounting.
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1999
Page 8
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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, 1999 and
1998. 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.
Investment securities are exposed to various risks, such as interest rate,
market, and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect the amounts
reported in the Statement of Net Assets Available for Benefits.
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.
Expenss
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, 1999
Page 9
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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, 1999 and 1998, are separately identified.
December 31,
1999 1998
Investments at Fair Value as Determined
By Quoted Market Price
Common Stock:
Ameren Corporation, $.01 par value $132,261,596 $163,438,485
Managed Equity Funds:
Acorn Fund -- 104,110,289
Mas Mid Cap Value Institutional Fund 104,668,963 --
Barclays Equity Index Fund 57,758,327 36,267,041
Merrill Lynch Growth Equity Portfolio Fund -- 29,165,513
Vanguard US Growth Fund 45,732,266 --
Putnam fund for Growth and Income -- 93,647,274
Washington Mutual Investors Fund 87,967,477 --
Vanguard Asset Allocation Fund 80,619,996 82,472,496
Managed International Equity Funds:
American Funds Europacific Growth Fund 22,895,973 8,847,476
Investments at Estimated Fair Value
Northern Trust Company's Short-term Fund 4,270,897 3,788,360
T. Rowe Price Stable Value Common Trust Fund 71,375,723 66,886,130
Participant Loans 15,516,977 15,896,881
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$623,068,195 $604,519,945
============ ============
<PAGE>
AMEREN CORPORATION
Savings Investment Plan
Notes to Financial Statements
December 31, 1999
Page 10
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During 1999 the Plan's investments (including investments bought, sold, and
held during the year) appreciated (depreciated) in value as follows:
Year Ended December 31,
1999 1998
Investments at Fair Value as Determined
By Market Price
Mutual Fund Investments $ 30,785,623 $ 41,418,844
Ameren Corporation Common Stock (38,231,029) (3,715,702)
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Net change in fair value (7,445,406) 37,703,142
Investments at Estimated Fair Value
Short-term Investments 198,836 (994,292)
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Net change in fair value $ (7,246,570) $ 36,708,850
============= =============
4. Transactions with parties-in-interest
At December 31, 1999, the Plan held Ameren Corporation common stock with a
cost and market value of $122,280,668 and $132,261,596, respectively.
During 1999, the Plan purchased shares at a cost of $22,083,485 and sold
shares valued at $8,155,460, resulting in a net realized gain of
$2,013,376. The Plan also distributed shares valued at $6,592,137 to
persons withdrawing from the Plan.
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 $21,560,915 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.
The Plan held $4,270,897 and $3,788,360 in Northern Trust Company's
Collective Short-term Investment Fund at December 31, 1999 and 1998,
respectively.
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, 1999
Page 11
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5. Benefit payment obligations
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31,
1999 1998
Net assets available for benefits per the
financial statements $ 625,001,438 $ 606,045,829
Amounts allocated to withdrawing participants (250,899) (172,531)
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Net assets available for benefits per the
Form 5500 $ 624,750,539 $ 605,873,298
============== =============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31,
1999 1998
Benefits paid to participants per the
financial statements $ 53,772,553 $ 63,450,876
Add: Amounts allocated to withdrawing
participants during the current year 250,899 172,531
Less: Amounts allocated to withdrawing
Participants during the prior year (172,531) (6,825,023)
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Benefits paid to participants per the Form 5500 $ 53,850,921 $ 56,798,384
============= =============
6. 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, 1999. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
<PAGE>
December 31, 1999
Identity of Issue/Description
of Investment Fair value
Mutual Funds
Mas Mid Cap Value Institutional Fund $ 104,668,963
Barclays Global Investors' Equity Index Fund 57,758,327
Europacific Growth Fund 22,895,973
Vanguard US Growth Fund 45,732,266
Washington Mutual Investors Fund 87,967,477
Vanguard Asset Allocation Fund 80,619,996
-----------------
399,643,002
Short-Term Investment Trust Funds
* Northern Trust Company's Short-term Fund 4,270,897
T Rowe Price Stable Value
Common Trust Fund 71,375,723
Common Stock
*Ameren Corporation, $.01 par 132,261,596
Participant Loans
**Loans to Participants 15,516,977
-----------------
$ 623,068,195
=================
* Represents a party-in-interest
** Interest rates vary from 7.0% to 11.5% and loan maturity dates extend from
January 1999 through December 2008.
<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 28, 2000
EXHIBIT INDEX
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
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23 Consent of Independent Accountants
