<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2000
Registration Statement No. 33-___________
Post-Effective Amendment No. 1 to Registration Statement No. 33-43721
________________________________________________________________________________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
Registration Statement Under The Securities Act Of 1933
__________________________________________________________________
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
State of Missouri 43-1723446
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
__________________________________________________________________
DONALD E. BRANDT, Senior Vice President
STEVEN R. SULLIVAN, Vice President, General Counsel and Secretary
1901 Chouteau Avenue, St. Louis, Missouri 63103
(314) 621-3222
(Names, address, including zip code, and telephone numbr, including area code,
of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
Securities to be Registered offering price per aggregate offering registration fee (2)
registered unit (1) price
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 6,000,000 shares $35.3125 $211,875,000 $55,935
==================================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) on the basis of the average of
the high and low sales prices of Ameren Corporation Common Stock as
reported on the New York Stock Exchange Composite Tape on June 14, 2000.
(2) 500,000 shares of Common Stock to be offered and sold under the Plan were
previously registered (Form S-3 Registration Statement, Reg. No. 33- 43721)
and are carried forward hereby. The amount of filing fee associated with
the Common Stock that was previously paid with such earlier registration
statement is $6,406.
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box:|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|___________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
PROSPECTUS
[AMEREN LOGO]
Ameren Corporation
DRPlus
Dividend Reinvestment and Stock Purchase Plan
Ameren Corporation (the "Company") has established its DRPlus Dividend
Reinvestment and Stock Purchase Plan (the "Plan") to provide Participants with a
convenient way (1) to purchase shares of the Company's Common Stock and (2) to
reinvest all or a portion of the cash dividends paid on the Company's Common
Stock and the Preferred Stock of the Company's subsidiaries (the "Eligible
Securities"), including Union Electric Company ("AmerenUE") and Central Illinois
Public Service Company ("AmerenCIPS"), in additional shares of Common Stock.
Participants in the Plan may:
o Reinvest all or a portion of cash dividends paid on Eligible
Securities in additional shares of Common Stock.
o Increase their investment in Common Stock by making optional cash
investments of at least $25 at any time.
o Make an initial investment in Common Stock with a cash investment of
at least $250. o Receive, upon request, certificates for whole shares
of Common Stock credited to their Plan accounts.
o Deposit certificates representing Common Stock into their Plan
accounts for safekeeping. o Sell shares of Common Stock credited to
their Plan accounts.
Shares of Common Stock purchased under the Plan will, at the option of the
Company, be newly issued shares or treasury shares purchased directly from the
Company, or shares purchased in the open market or in privately negotiated
transactions. Any open market or privately negotiated purchases will be made
through an Independent Agent selected by the Company. The Common Stock is listed
on the New York Stock Exchange under the ticker symbol AEE. This Prospectus
relates to 6,500,000 shares of Common Stock offered under the Plan.
The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan for an Investment Date will be the average of the high
and low sales prices of the Common Stock on the Investment Date reported as New
York Stock Exchange Composite Transactions as published in the Midwest Edition
of The Wall Street Journal or other similar financial publication. The price of
shares of Common Stock purchased in the open market or in privately negotiated
transactions will be the weighted average price per share of the aggregate
number of shares purchased with respect to the relevant Investment Date. The
Company will pay the costs of administration of the Plan; however, Participants
will pay any brokerage commissions and any applicable transfer taxes and service
charges related to shares purchased or sold under the Plan.
To the extent required by applicable law in certain jurisdictions, shares
of Common Stock offered under the Plan to certain persons are offered only
through a registered broker/dealer in such jurisdictions.
The principal executive offices of the Company are located at 1901 Chouteau
Avenue, St. Louis, Missouri, and its telephone number is (314) 621-3222.
This Prospectus contains the material provisions of the Plan and should be
retained for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
________________________________________________________________________________
The date of this Prospectus is July ____, 2000.
<PAGE>
SOURCES OF ADDITIONAL INFORMATION
The Company files annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission ("SEC") in
accordance with the Securities Exchange Act of 1934. The Company is also a
registered holding company under the Public Utility Holding Company Act of 1935
and files reports, applications and other information with the SEC under that
Act. You may read and copy any materials filed by the Company with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy statements and other information regarding issuers, such
as the Company, that file electronically with the SEC. The address of that site
is: http://www.sec.gov. In addition, such reports, proxy statements and other
information concerning the Company can be inspected at the principal office of
the Company at the address set forth on the cover of this Prospectus.
The Company has filed a Registration Statement on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statement") with the SEC
under the Securities Act of 1933 to register the Common Stock offered under the
Plan. This Prospectus omits certain information contained in the Registration
Statement, as permitted by SEC rules. You may obtain copies of the Registration
Statement from the sources described in the preceding paragraph. Statements
contained or incorporated by reference in this Prospectus concerning the
provisions of documents are qualified by reference to the Registration
Statement.
The following documents have previously been filed with the SEC by the
Company (File No. 1-14756) under the Securities Exchange Act of 1934 and are
incorporated by reference and considered to be a part of this Prospectus:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
3. Current Reports on Form 8-K dated January 20 and May 5, 2000.
Any documents the Company files with the SEC in the future under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 will also be
incorporated by reference and considered to be a part of this Prospectus. Any
documents or other information that the Company files with the SEC in the future
will automatically update and supersede the information previously incorporated
by reference in this Prospectus until the offering of Common Stock under the
Plan has been completed.
The Company will provide to you, at no cost, a copy of any of the documents
that are incorporated by reference in this Prospectus, other than certain
exhibits to such documents. Requests for such copies should be made to the
Banking and Investor Services Department, Ameren Services Company, Post Office
Box 66887, St. Louis, Missouri 63166-6887, telephone number 1-800-255-2237.
THE COMPANY
The Company is a registered public utility holding company under the Public
Utility Holding Company Act of 1935. The principal utility operating
subsidiaries of the Company are Union Electric Company ("AmerenUE") and Central
Illinois Public Service Company ("AmerenCIPS"). AmerenUE was incorporated in
Missouri in 1922, and is successor to a number of companies, the oldest of which
was organized in 1881. It is the largest electric utility in the State of
Missouri and supplies electric and gas service in territories in Missouri and
Illinois having an estimated population of 2,600,000 within an area of
approximately 24,500 square miles, including the greater St. Louis area.
AmerenCIPS is an Illinois corporation organized in 1902. It supplies electric
and gas service to territories in central and southern Illinois having an
estimated population of 820,000 within an
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<PAGE>
area of approximately 20,000 square miles. The Company also owns all of the
common stock of other subsidiary companies engaged in related regulated and
nonregulated activities.
USE OF PROCEEDS
The number of shares of Common Stock, if any, that the Company will sell
under the Plan and the prices at which such shares will be sold cannot presently
be determined. The number and prices of shares sold will be affected by the
level of participation in the Plan, the prevailing prices of the Company's
Common Stock and whether the shares are newly issued or treasury shares or
shares purchased in the open market or privately negotiated transactions. If
newly issued or treasury shares of Common Stock are sold by the Company under
the Plan, the proceeds from the sales will be used for repayment of short-term
or long-term indebtedness, for working capital or for other general corporate
purposes. If shares are purchased by an Independent Agent in the open market or
in private transactions for sale under the Plan, the Company will not receive
any proceeds from such sales.
DESCRIPTION OF THE PLAN
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Participants (see Question 6) with a
convenient way to purchase shares of Common Stock, $.01 par value, ("Common
Stock") of Ameren Corporation (the "Company") and to reinvest all or a portion
of the cash dividends paid on the Company's Common Stock and on the Preferred
Stock of the Company's subsidiaries (together, the "Eligible Securities") in
additional shares of Common Stock.
FEATURES
2. What are the main features of the Plan?
o Participants may elect to have cash dividends on all or a portion of
their shares of Common Stock or Preferred Stock automatically
reinvested. Dividend payments not reinvested will be paid to
Participants by check or through electronic direct deposit.
o Participants may make Optional Cash Investments (including by
authorizing direct debit from their personal bank accounts) in a
minimum amount of $25 per transaction after the initial investment and
up to a maximum of $120,000 per calendar year for the purchase of
Common Stock.
o Non-shareholders of legal age may become Participants in the Plan by
making a minimum initial cash investment of $250 to purchase Common
Stock under the terms of the Plan.
o Non-shareholders of legal age who are employees of the Company or its
subsidiaries (an "Employee") may authorize a minimum payroll deduction
investment of $25 per pay period to purchase Common Stock under the
terms of the Plan.
o Full investment of funds is possible under the Plan because both full
and fractional shares will be credited to Participants' Plan accounts.
o Participants may deposit their Common Stock certificates, at no cost,
in their Plan accounts for safekeeping.
3
<PAGE>
o Personal record keeping is simplified by the Company's issuance of
statements showing account activity. Statements of account are a
Participant's continuing record of transactions and should be retained
for tax purposes.
o Participants may sell shares of Common Stock held or deposited in
their Plan accounts.
o By utilizing volume commission discounts from Independent Agents, the
Plan is able to provide investors with an economical means to purchase
and sell shares of the Company's Common Stock.
o For each meeting of shareholders, Participants will receive proxies
which will enable them to vote both shares registered in their names
and shares credited to their Plan accounts.
ADMINISTRATION
3. Who administers the Plan?
Ameren Services Company ("Ameren Services"), a wholly-owned subsidiary of
the Company, will administer the Plan through its Banking and Investor Services
Department ("Investor Services"). Among other things, Ameren Services will
receive and hold Participants' funds pending investment in additional shares of
Common Stock, effect transfers of Common Stock, keep a continuous record of
participation and prepare and send to each Participant statements of the
Participant's Plan account. The responsibilities of Ameren Services in
connection with the administration of the Plan are administrative in nature and,
in large part, are consistent with the responsibilities of Ameren Services in
acting as registered transfer agent for the Company.
If the Company elects to meet the requirements of Participants by
purchasing shares of Common Stock in the open market, an Independent Agent will
act on behalf of Participants in buying such shares. An Independent Agent will
also sell Plan shares on behalf of Participants.
The Company reserves the right to interpret and regulate the Plan as deemed
necessary or desirable, including the right to limit or deny participation in
the Plan where circumstances warrant. Neither the Company nor its Independent
Agents will be liable for any act done in good faith or for any omission to act
in good faith, provided that the Company shall not be relieved from any
liability imposed under any federal, state or other applicable securities law
which cannot be waived. You should recognize that the Company cannot assure you
of a profit or protect you against a loss on shares purchased or sold under the
Plan.
4. Who should I contact with questions concerning the Plan and its
administration?
You may contact the Company with questions concerning the Plan by writing
to:
Ameren Services Company
Banking and Investor Services Department
P.O. Box 66887
St. Louis, Missouri 63166-6887
or by calling Investor Services locally at 314-554-3502 or toll-free at
1-800-255-2237.
Ameren Services acts as the transfer agent for all publicly-traded equity
securities issued by Ameren Corporation and its subsidiaries.
5. May the Plan be modified or discontinued?
The Company reserves the right to suspend, modify or discontinue the Plan
at any time including but not limited to the right to modify the fees and
commissions charged to Participants. Any suspension, major modification or
discontinuance of the Plan will be announced by the Company to all Participants.
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<PAGE>
PARTICIPATION
6. Who is eligible to participate in the Plan?
Any person of legal age or entity, whether or not a holder of Common Stock
or Preferred Stock, is eligible to participate in the Plan provided that (a)
such person or entity fulfills the prerequisites for participation described
under Question 7 and (b) participation would not violate the securities or other
laws of the state, territory or country where the participant resides that are
applicable to the Company, the Plan or the Participant.
A Plan Prospectus and enrollment or application information will be
furnished upon request made to Investor Services.
7. How do I enroll in the Plan or change my method of participation?
After receiving a copy of this Prospectus, eligible applicants may become
Participants in the Plan by completing and signing an enrollment form
(stockholders) or an application (non- stockholders). The minimum initial
Optional Cash Investment is $25 for stockholders and $250 for non-stockholders.
The maximum aggregate optional cash investment that may be made by a Participant
in any calendar year is $120,000.
The enrollment and application forms require a Participant to choose a
reinvestment option for participation in the Plan. By checking the appropriate
box a Participant may select:
o FULL DIVIDEND REINVESTMENT - Automatic reinvestment of cash dividends
on all Eligible Securities registered in the name of the Participant
and on all Plan shares credited to the Participant's account.
o PARTIAL DIVIDEND REINVESTMENT - Receipt of cash dividends on a portion
of the Eligible Securities registered in the name of the Participant
and/or a portion of the Plan Shares credited to the Participant's
account, and automatic reinvestment of the cash dividends on the
remainder of the Participant's shares.
o NO DIVIDEND REINVESTMENT - Receipt of cash dividends on all Eligible
Securities registered in the name of the Participant and on all Plan
shares credited to the Participant's account.
Participants may change their reinvestment options by completing the
correspondence portion of their statement of account or an enrollment form and
sending it to Investor Services. Changes will become effective as soon as
practicable after they are received.
8. How does an Employee participate?
An Employee may join the Plan at any time by enrolling in the same manner
as any other eligible person described under Question 7 or by completing a Plan
Payroll Deduction Authorization Form.
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<PAGE>
DIVIDEND REINVESTMENT
9. How and when will cash dividends be reinvested?
If a Participant has elected full or partial dividend reinvestment on the
Eligible Securities registered in the Participant's name and/or the
Participant's Plan shares, the Company will reinvest those dividends in
additional shares of the Company's Common Stock. The source of Common Stock to
be purchased under the Plan may be, at the discretion of the Company, authorized
but unissued or treasury shares of Common Stock or shares of Common Stock
purchased in the open market or in privately negotiated transactions by an
Independent Agent.
If the Company is meeting the requirements of the Plan with Common Stock
purchased in the open market or in privately negotiated transactions, an
Independent Agent will determine the exact timing of such purchases and the
number of shares to be purchased, depending on the amount of reinvested
dividends, market conditions and the requirements of federal securities laws,
and the purchased shares will be credited to a Participant's Plan account as of
the applicable Investment Date. If the Company elects to issue authorized but
unissued or treasury shares of its Common Stock, these shares will be issued by
the Company and credited to a Participant's Plan account by the Company as of
the applicable Investment Date. The determination of the price for purchases of
Plan shares is explained in Question 16.
If a Participant's enrollment form is received by Investor Services on or
before the record date with respect to any Common Stock or Preferred Stock cash
dividend payment date, then the dividend payable on such payment date will be
used to purchase additional shares of Common Stock as of such payment date (an
Investment Date). If the enrollment form is received after the record date with
respect to any such cash dividend payment date, the reinvestment of dividends
will start with the dividend payment next following such payment date.
Each cash dividend payment date on the Eligible Securities will be an
Investment Date under the Plan; accordingly, cash dividends payable on each
Common Stock dividend payment date and on each Preferred Stock dividend payment
date, which are to be reinvested, will be invested in Common Stock as of such
dividend payment date. Common Stock cash dividend payment dates are normally on
or about the last business day of March, June, September and December.
AmerenCIPS Preferred Stock cash dividend payment dates are on or about the last
business day of March, June, September and December. AmerenUE Preferred Stock
cash dividend payment dates are the 15th day of February, May, August and
November.
OPTIONAL CASH INVESTMENTS
10. Who is eligible to make Optional Cash Investments?
All Plan Participants, whether or not they have authorized the reinvestment
of dividends, are eligible to make Optional Cash Investments.
11. How are Optional Cash Investments made?
A Plan Participant may make an initial cash investment when enrolling by
enclosing a check with the enrollment form or application. Checks should be made
payable to "Ameren Corporation," and returned in the envelope provided with the
enrollment form or application. Thereafter, Optional Cash Investments may be
made by using the cash investment form attached to the statement of account, by
Automatic Cash Investment (see Question 12) or by Employee payroll deduction
(see Question 8). Please contact Investor Services for additional cash
investment forms.
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12. What is the Automatic Cash Investment option of the Plan and how does it
work?
The Automatic Cash Investment option offers Participants in the Plan a
direct debit service. Optional Cash Investments are electronically withdrawn
from your personal checking or savings account at least once a month, usually
near the end of the month, and used to purchase Common Stock. The direct debit
from your personal bank account will be shown on the monthly statement from your
financial institution. In addition, you will receive a statement from Investor
Services detailing the cash received and shares purchased.
The Automatic Cash Investment option may be authorized for regular monthly
amounts from $25 to $10,000. Funds authorized for investment through the
Automatic Cash Investment option will be debited approximately three days prior
to the appropriate Optional Cash Investment Date. (See Question 14)
For an Automatic Cash Investment application, contact Investor Services.
13. What are the limitations on making Optional Cash Investments?
Optional Cash Investments cannot be less than $25 per investment ($250 in
the case of the initial Optional Cash Investment by a non-stockholder). The
aggregate Optional Cash Investment invested in Plan Shares by any Participant
cannot exceed $120,000 for any calendar year.
14. When will Optional Cash Investments be invested?
The option to make cash investments is available to you at any time. The
dates on which Optional Cash Investments are used to purchase Common Stock are
determined solely at the discretion of the Company, although purchases on behalf
of Plan Participants will be made at least once a month. Purchases may be made
over a period of several days in the case of market purchases. All such
purchases will be aggregated and credited to Participants' accounts on the
Optional Cash Investment Date occurring on or after receipt of the Optional Cash
Investment. There will usually be an Optional Cash Investment Date on or about
the 15th day and the last day of each month. Participants will receive a notice
at the beginning of each year specifying the Optional Cash Investment Dates for
such year.
Cash received after an Optional Cash Investment Date will be held by the
Company until, and will be invested as of, the next Optional Cash Investment
Date. No interest will be paid by the Company on any cash investments received
and held by the Company pending investment.
PURCHASES
15. How many shares of Common Stock will be purchased?
The number of shares purchased for you under the Plan depends on the amount
of funds you have available for investment and the price of the shares. The
funds you have available for investment depends on what you have authorized in
regard to dividend reinvestment, plus any cash investments made. In every case,
your available funds will be fully invested in both whole and fractional shares
of Common Stock (computed to four decimal places). No one can predict the number
of shares that will be purchased for you during a particular purchase period,
and you cannot direct the Company to purchase a specific number of shares.
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<PAGE>
16. What is the price of shares purchased for the Plan?
If shares for the Plan are being purchased in the open market or in
privately negotiated transactions, the price of such shares will be the weighted
average price at which the Independent Agent acquired the shares allocated to
Participants' accounts on the applicable Investment Date plus applicable
brokerage commissions and other fees. If the Company is selling newly-issued or
treasury shares of Common Stock, the price of such shares will be the average of
the high and low sales prices of the Company's Common Stock on the applicable
Investment Date reported as New York Stock Exchange Composite Transactions as
published in the Midwest Edition of The Wall Street Journal or other similar
financial publication. The Independent Agent may offset purchases of shares
against sales of shares to be made for Participants under the Plan with respect
to an Investment Date, resulting in a net purchase or a net sale of shares.
17. Who purchases the shares for the Plan?
The Company, at its discretion, may elect to satisfy the requirements of
the Plan with either unissued or treasury shares of Common Stock or shares of
Common Stock purchased in the open market or in privately negotiated
transactions. (See Question 9) If the Company elects to purchase shares of
Common Stock in the open market or in privately negotiated transactions, the
Independent Agent will make all such purchases necessary to meet the
requirements of the Plan. Other than establishing the length of the investment
period incorporated into the Plan, the Company does not exercise any direct or
indirect control over the timing or price of purchases made by the Independent
Agent. If open market or privately negotiated purchases are not made, the shares
issued under the Plan will be issued directly from the authorized and unissued
shares of Common Stock of the Company or will be treasury shares.
18. Are any fees or expenses incurred by Participants?
Costs of administering the Plan will be paid by the Company, but
Participants will be required to pay brokerage commissions and other fees for
shares purchased in the open market and shares sold through the Plan. Brokerage
commissions will be at a negotiated rate established under the terms of the
Company's agreements with Independent Agents. (See Question 5)
SALES AND TERMINATION FROM THE PLAN
19. May Participants sell or withdraw all or a portion of their shares from the
Plan?
Yes. Any Participant may withdraw from the Plan, request that a certificate
be issued for Plan shares or request that Plan shares be sold and the cash
proceeds forwarded to the Participant. Participation in the Plan is entirely
voluntary. Participants may sell or withdraw all or a portion of their shares by
filling out the correspondence portion of their account statement or by
contacting Investor Services.
A stock certificate for any whole number of shares will be issued from your
Plan account as soon as practicable after requested. If you would like stock
certificates issued in a registration other than the name on your account,
contact Investor Services.
Investor Services will aggregate Plan sale requests and place a market
order with the Independent Agent to sell such shares at least four times a
month. The Participant will receive the proceeds of the sale less any brokerage
commission and any other fees as soon as practicable after the settlement date
for the applicable sale. (See Question 16 concerning offsetting purchases and
sales.)
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<PAGE>
If a Participant's request for a sale or withdrawal is received by Investor
Services on or soon after a dividend payment date, such request will be
processed as soon as practicable after reinvested dividends have been allocated.
If a Participant's Plan account contains less than one full share, Investor
Services will sell any fractional share remaining in the account, forward the
proceeds of the sale to the Participant and terminate the account.
REPORTS TO PARTICIPANTS
20. How will Participants be advised of their purchase of shares of Common
Stock and other activity in their Plan accounts?
Participants will receive a quarterly statement as soon as practicable
following the end of each calendar quarter. The last quarterly statement of each
calendar year will reflect year-to-date Plan activity. In addition, a statement
will be provided in any month an account has Plan activity. These Statements are
Participants' continuing record of their Plan transactions and should be
retained for tax purposes.
Participants will receive copies of the same communications sent to other
registered shareholders of Common Stock, including the Company's annual report,
notice of annual meeting and proxy statement, and certain tax information.
CERTIFICATES
21. Will stock certificates automatically be issued for shares of Common Stock
acquired under the Plan?
No. Unless you request otherwise as described below, the number of shares
credited to your Plan account will be held by Ameren Services, as agent, and
will be shown on your statement of account. This service protects against loss,
theft or destruction of stock certificates.
A certificate for any number of whole shares up to the full number of
shares credited to your Plan account will be issued to you if you so request in
writing. (See Question 19) Such request should be mailed to Investor Services.
Shares credited to your Plan account may not be used as collateral. If you
wish to use your Plan shares as collateral, you must request that a certificate
be issued in your name. A certificate for fractional shares will not be issued
under any circumstances.
TRANSFER OF SHARES HELD IN THE PLAN
22. Can Plan shares be transferred?
Upon written request, Plan shares can be transferred into names other than
the account name, subject to compliance with any applicable laws and the payment
by the Participant of any applicable taxes, provided that the request is
accompanied by a duly executed Stock Power that bears the signature(s) of the
Participant(s) and the signature(s) is/are Medallion Guaranteed by a commercial
bank or member firm of the New York Stock Exchange that is a member of either
the STAMP, SEMP or MSP Medallion Guarantee programs. Unless instructed
otherwise, Ameren Services will hold the transferred shares in an account in the
transferee's name in the Plan and apply the same dividend reinvestment options
as existed with respect to the transferred account.
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SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
23. What is the Plan's safekeeping service and how does it work?
The Plan's safekeeping service allows you to deposit your Common Stock
certificate(s) into your Plan account. The benefits of this service include the
convenience of keeping all of your shares in one place, and the protection
against the cost of replacing your certificates should they be lost, stolen or
destroyed. If you would like to take advantage of this service, please contact
Investor Services.
INCOME TAXES
24. What are the federal income tax consequences of participation in the Plan?
In general, Participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not Plan
Participants. This means that dividends reinvested under the Plan are taxable as
having been received even though the Participants did not actually receive them
in cash but, instead, used them to purchase additional shares under the Plan.
The sale of shares by a Participant under the Plan may give rise to a
capital gain or loss, provided such shares are held as a capital asset by the
Participant. Any such gain or loss will be measured by the difference between
the proceeds received by the Participant (net of commissions and fees) and the
Participant's tax basis in the shares sold.
For Participants who are subject to U.S. withholding tax, backup
withholding or foreign taxes, the Company will withhold the required taxes from
the gross dividends or proceeds from the sale of shares. The dividends or
proceeds received by the Participant, or dividends reinvested on behalf of the
Participant, will be net of the required taxes.
The foregoing is only a general statement of federal income tax
consequences. Each Participant should consult his or her own tax advisor as to
the specific application of the tax laws and regulations governing the Plan as
they relate to such Participant. The statements of account sent to Participants
should be retained for tax purposes.
LEGAL OPINION
Steven R. Sullivan, Esq., Vice President, General Counsel and Secretary of
the Company, has issued a legal opinion as to certain legal matters in
connection with the Common Stock offered by this Prospectus.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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____________________________________ __________________________________
____________________________________ __________________________________
The Company has not authorized
anyone to give any information or to
make any representations concerning
the offering of its Common Stock
under the Plan except those which
are in this Prospectus or which are
referred to under "Sources of Addi-
tional Information." If anyone gives
any other information or makes any
other representation, you should not
rely on it. This Prospectus is not
an offer to sell or a solicitation
of an offer to buy any securities
other than the Common Stock that is Ameren Corporation
referred to in this Prospectus.
____________________
DRPlus
Dividend Reinvestment
CONTENTS and Stock Purchase Plan
Sources of Additional Information..2
The Company........................3 _______________________
Use of Proceeds....................3 PROSPECTUS
Description of the Plan............3 _______________________
Legal Opinion.....................10
Experts...........................10
____________________
This Prospectus is not an offer
to sell or a solicitation of an
offer to buy Common Stock in any
circumstances in which the offer or
solicitation is unlawful. You should
not interpret the delivery of this
Prospectus, or any sale of Common
Stock under the Plan, as an
indication that there has been no
change in the affairs of the Company
since the date of this Prospectus.
You should also be aware that infor-
mation in this Prospectus may change
after this date.
____________________________________ __________________________________
____________________________________ __________________________________
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee ................................ $55,935
Printing and engraving .......................... 10,000*
Accounting Fees ................................. 2,500*
Legal Fees....................................... 5,000*
Miscellaneous expenses........................... 5,000*
-----
Total................................... $78,435*
======
______________
* Estimated.
Item 15. Indemnification of Directors and Officers.
Article IV of the Registrant's By-Laws, consistent with the applicable
provisions of the Missouri General and Business Corporation Law (the "MGBCL"),
provides for indemnification of directors and officers. These provisions provide
that any person shall be indemnified for expenses and liabilities imposed upon
such person in connection with any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Registrant, by reason of the fact
that such person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
In a proceeding brought by or in the right of the Registrant, no
indemnification shall be made with respect to any claim as to which an officer
or director has been adjudged to have been liable to the Registrant, unless the
court determines that such a person is reasonably and fairly entitled to
indemnification for expenses. However, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
The By-Laws, consistent with the applicable provisions of the MGBCL,
provide that indemnification shall be made by the Registrant only if a
determination has been made by a majority vote of a quorum of the disinterested
directors or by the shareholders or by independent legal counsel, that the
director or officer met the required standard of conduct. The Registrant is
authorized to purchase liability insurance on behalf of an officer or director
whether or not the Registrant would otherwise have the power to indemnify such a
person.
The By-Laws, consistent with the applicable provisions of the MGBCL,
further provide that, in addition to the indemnities described in the preceding
paragraphs, the Registrant will further indemnify its officers and directors to
the maximum extent permitted by law, provided that no
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<PAGE>
indemnity may be given for conduct that is adjudged to be knowingly fraudulent,
deliberately dishonest, or willful misconduct.
Item 16. Exhibits.
Exhibit No.
----------
4.1 Article III of the Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3(i) of the Form
S-4 Registration Statement of the Registrant, Reg. No. 33-64165).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3(ii) of the Form 10-K of the Registrant for the fiscal year
ended December 31, 1997).
4.3 Certificate of Amendment to the Restated Articles of
Incorporation of the Registrant filed with the Secretary of State
of the State of Missouri on December 14, 1998 (incorporated by
reference to Exhibit 3(i) of the Form 10-K of the Registrant for
the fiscal year ended December 31, 1998).
4.4 Agreement dated as of October 9, 1998 between the Registrant and
First Chicago Trust Company of New York, as Rights Agent, which
includes the form of Certificate of Designation of the Preferred
Shares as Exhibit A, the form of Rights Certificate as Exhibit B
and the Summary of Rights as Exhibit C (incorporated by reference
to Exhibit 4 of the Form 8-K of the Registrant dated October 14,
1998).
5 Opinion of Steven R. Sullivan as to the legality of the
securities being issued.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Steven R. Sullivan (included in Exhibit 5).
24 Powers of Attorney.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form
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<PAGE>
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to in Item 15 of this registration statement, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, and State of Missouri, on June 15, 2000.
AMEREN CORPORATION
By /s/Donald E. Brandt
-----------------------
DONALD E. BRANDT
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date above indicated.
Signature Title
--------- -----
/s/ Charles W. Mueller* Chairman, President and Chief
------------------------------ Executive Officer and Director
CHARLES W. MUELLER (Principal Executive Officer)
/s/ Donald E. Brandt
----------------------------- Senior Vice President
DONALD E. BRANDT (Principal Financial Officer)
/s/ Warner L. Baxter
----------------------------- Vice President and Controller
WARNER L. BAXTER (Principal Accounting Officer)
/s/ William E. Cornelius* Director
----------------------------
WILLIAM E. CORNELIUS
/s/ Clifford L. Greenwalt* Director
-----------------------------
CLIFFORD L. GREENWALT
/s/ Thomas A. Hays* Director
-----------------------------
THOMAS A. HAYS
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<PAGE>
/s/ Richard A. Liddy* Director
-----------------------------
RICHARD A. LIDDY
/s/ Gordon R. Lohman* Director
-----------------------------
GORDON R. LOHMAN
/s/ Richard A. Lumpkin* Director
-----------------------------
RICHARD A. LUMPKIN
/s/ John Peters MacCarthy* Director
-----------------------------
JOHN PETERS MACCARTHY
/s/ Hanne M. Merriman* Director
----------------------------
HANNE M. MERRIMAN
/s/ Paul L. Miller, Jr.* Director
----------------------------
PAUL L. MILLER, JR.
/s/ Robert H. Quenon* Director
----------------------------
ROBERT H. QUENON
/s/ Harvey Saligman* Director
---------------------------
HARVEY SALIGMAN
/s/ Director
---------------------------
JANET MCAFEE WEAKLEY
/s/ James W. Wogsland* Director
---------------------------
JAMES W. WOGSLAND
*By /s/ Steven R. Sullivan
-------------------------------
STEVEN R. SULLIVAN
Attorney-In-Fact
II-5
