(As filed December 4, 2000)
File No. 70-8945
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
"POS-AMC"
(Post-Effective Amendment No. 1)
to
APPLICATION OR DECLARATION
ON
FORM U-1
under
The Public Utility Holding Company Act of 1935
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AMEREN CORPORATION
1901 Chouteau Avenue
St. Louis, Missouri 63103
(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,
General Counsel and Secretary
Ameren Services Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Name and address of agent for service)
----------------------------------------
The Commission is requested to mail signed copies of
all orders, notices and communications to:
Ronald Gieseke, Esq. William T. Baker, Jr., Esq.
Ameren Services Company Thelen Reid & Priest LLP
1901 Chouteau Avenue 40 West 57th Street
St. Louis, Missouri 63103 New York, New York 10019-4097
<PAGE>
Ameren Corporation ("Ameren"), whose principal business address is at 1901
Chouteau Avenue, St. Louis, Missouri 63103, is a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
Ameren owns all of the issued and outstanding common stock of Union Electric
Company ("Union Electric") and Central Illinois Public Service Company ("CIPS"),
each of which is an electric and gas utility company. Together, Union Electric
and CIPS provide retail and wholesale electric service to approximately 1.5
million customers and retail natural gas service to approximately 300,000
customers in a 24,500 square-mile area of Missouri and Illinois.
By order dated December 30, 1997 in this proceeding (Holding Co. Act
Release No. 26809) (the "Merger Order"), the Commission authorized Ameren to
acquire Union Electric and CIPS, to organize a service company subsidiary, and
to issue and sell common stock pursuant to certain stock plans. In addition, the
Commission authorized Ameren to retain the direct and indirect non-utility
subsidiaries and investments of Union Electric and CIPSCO Incorporated, CIPS'
parent company, subject to certain exceptions. Specifically, the Commission
conditioned its approval for the transaction on the commitment of Ameren to
reduce the voting interest or investment of Union Electric Development
Corporation ("UEDC"), a subsidiary of Union Electric, of CIPSCO Investment
Company ("CIPSCO Investment"), a subsidiary of CIPSCO Incorporated, and of
CIPSCO Venture Company ("CIPSCO Venture"), an indirect subsidiary of CIPSCO
Incorporated, in certain limited liability companies. Ameren committed to reduce
its indirect ownership in these limited liability companies to below 5% within
three years of the date of the Commission's order, so that these entities would
not constitute "affiliates" of Ameren under the Act. In no case is UEDC or
CIPSCO Venture the managing member of any of the limited liability companies
that are the subject of this commitment.
Currently, Ameren indirectly holds 5% or more of the membership interests
of the following limited liability companies:
St. Louis Equity Funds & Housing Missouri, Inc. - UEDC and CIPSCO
Investment have invested or committed to invest in varying percentages (not
greater than 20%) in membership interests in 9 limited liability companies that
own low income housing properties that qualify for federal income tax credits.
Effingham Development Building II Limited Liability Company - CIPSCO
Venture holds a 40% membership interest in this entity, which owns a
manufacturing facility that is leased to an industrial customer.
Mattoon Enterprise Park, LLC - CIPSCO Venture owns a 20% interest in this
LLC, which owns farmland to be used for the development of an industrial park
within the boundaries of the City of Mattoon.
MACC, LLC - CIPSCO Venture owns a one-third interest in this LLC, which
purchased land from Mattoon Enterprise Park, LLC and developed an industrial
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<PAGE>
facility for two tenants. (This transaction closed subsequent to the date of the
Merger Order).
Ameren's aggregate investment in all of these limited liability companies
is approximately $8 million, or less than .1% of Ameren's consolidated assets as
of June 30, 2000.
In addition, as part of the merger filing, Ameren agreed to liquidate its
CIPSCO Securities portfolio, which invested in various securities that did not
comply with the requirements of Rule 40(a)(1) of the Act. Investments in the
Flaherty & Crumrine Preferred Stock Portfolio, the Gateway Index Risk Adjusted
program, the Mesirow Alternative Strategies Fund, LP and the Genesee Eagle Fund
have all been liquidated since the date of the Merger Order.
Ameren requests that the Commission issue a supplemental order granting an
extension to June 30, 2001, of the deadline for complying with the commitment of
Ameren to reduce its percentage interest in each of the limited liability
companies described above. During this period, Ameren intends to file a further
post-effective amendment in which it will address whether the interest of a
non-managing member in a limited liability company may be deemed to be a
non-voting security.
The Commission is requested to issue a supplemental order before December
30, 2000. Ameren submits that there is no requirement for the Commission to
publish a notice of the filing of this Post-Effective Amendment in the Federal
Register.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this Post-Effective
Amendment filed herein to be signed on its behalf by the undersigned thereunto
duly authorized.
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
------------------------------------
Name: Steven R. Sullivan
Title: Vice President, General Counsel
and Secretary
Date: December 4, 2000
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