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As filed with the Securities and Exchange Commission on November 15, 1995.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
PROXY STATEMENT
(PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934)
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FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] CONFIDENTIAL, FOR USE OF THE
[ ] PRELIMINARY PROXY STATEMENT COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[ ] DEFINITIVE PROXY STATEMENT
[X] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
JOINT FILING BY:
UNION ELECTRIC COMPANY
CIPSCO INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] $125 PER EXCHANGE ACT RULE 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(I)(2).
[ ] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE 14A-
6(I)(3).
[X] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES: COMMON
STOCK, PAR VALUE $5.00 PER SHARE, OF UNION ELECTRIC COMPANY ("UNION
ELECTRIC COMMON STOCK")
PREFERRED STOCK, WITHOUT PAR VALUE, OF UNION ELECTRIC COMPANY ("UNION
ELECTRIC PREFERRED STOCK")
COMMON STOCK, WITHOUT PAR VALUE, OF CIPSCO INCORPORATED ("CIPSCO COMMON
STOCK").
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES: 34,069,542
SHARES OF CIPSCO COMMON STOCK, AND 102,266,334 SHARES OF UNION ELECTRIC
COMMON STOCK (INCLUDING OPTIONS) (SEE NOTE (4)).
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11: $34.9375, IN THE CASE OF UNION
ELECTRIC COMMON STOCK, AND $32.94, IN THE CASE OF THE CIPSCO COMMON
STOCK, IN EACH CASE BASED UPON THE AVERAGE OF THE HIGH AND LOW SALES
PRICE FOR SUCH SECURITY ON SEPTEMBER 5, 1995, AS REPORTED ON THE NEW YORK
STOCK EXCHANGE.*
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION: $4,695,180,757 (THE
SUM OF (I) THE PRODUCT OF (X) 102,266,334, THE NUMBER OF OUTSTANDING
SHARES OF UNION ELECTRIC COMMON STOCK OUTSTANDING ON SEPTEMBER 5, 1995
(INCLUDING ALL OPTIONS, WHETHER OR NOT EXERCISABLE) AND (Y) $34.9375, THE
PER UNIT PRICE DESCRIBED IN NOTE (3) ABOVE, AND (II) THE PRODUCT OF (X)
34,069,542, THE NUMBER OF SHARES OF CIPSCO COMMON STOCK OUTSTANDING ON
SEPTEMBER 5, 1995 AND (Y) $32.94, THE PER UNIT PRICE DESCRIBED IN NOTE
(3) ABOVE).*
(5) FILING FEE: $939,038 (1/50TH OF 1% OF THE UNDERLYING VALUE OF THE
TRANSACTION, $4,695,180,757, AS CALCULATED IN NOTE (4) ABOVE) AND ROUNDED
UP TO THE NEAREST WHOLE DOLLAR AMOUNTS.*
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* Estimated solely for purpose of calculating the filing fee in accordance with
Exchange Act Rule 0-11. Shares of Union Electric Preferred Stock will remain
outstanding and unchanged as a result of the transaction and are thus not
factored into the calculations presented in Notes (2), (3), (4) or (5) above.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER,
OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID: $939,038
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.: SCHEDULE 14A
(3) FILING PARTY: (A) UNION ELECTRIC COMPANY AND (B) CIPSCO INCORPORATED
(4) DATE FILED: SEPTEMBER 12, 1995
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<PAGE>
UNION CIPSCO
ELECTRIC [LOGO] INCORPORATED [LOGO]
Dear Stockholder:
Union Electric Company and CIPSCO Incorporated have signed a definitive
merger agreement to form a new holding company called Ameren Corporation.
The name reflects the geographic roots and core business of both companies --
American energy.
Your Board of Directors, which approved the merger agreement, believes this
business combination is in the best interests of Union Electric and CIPSCO
and their stockholders and recommends you vote for the agreement as presented
in the enclosed proxy materials.
In considering the merger, you should be aware that certain members of
management and the Boards of Union Electric and CIPSCO have interests in the
merger in addition to interests of shareholders generally, which could
potentially represent conflicts of interest. These matters are detailed
under "THE MERGERS--Potential Conflicts of Interests of Certain Persons in the
Mergers" in the proxy materials.
This merger links two financially strong, low-cost energy providers that have
common strategies and highly compatible operations. We expect to realize
$570 million in savings over 10 years from combining certain operations of
the two companies. Ameren will also benefit from increased financial
strength, larger and more diverse sales markets and the pooling of Union
Electric's and CIPSCO's equity, management experience, human resources and
technical expertise. We believe this strategic combination will benefit our
stockholders by creating a more competitive company and by providing greater
opportunities for earnings and dividend growth.
In entering into the merger, the shareholders of each company will be
assuming the risks, as well as the benefits, associated with the ongoing
business operations of the other company. In the judgement of the Union
Electric and CIPSCO Boards of Directors, the potential benefits of the merger
far outweigh those risks.
More information about the merger is included in this brochure and in the
enclosed joint proxy materials. We encourage you to read these materials
carefully and complete the enclosed proxy form. Your vote is important.
Please send in your proxy form promptly. We are confident this business
combination will provide more opportunities to increase shareholder value.
If you are a Union Electric stockholder and have any questions, please do not
hesitate to call 1-800-639-0242. If you are a CIPSCO stockholder and have
questions, please call 1-800-710-7726.
Sincerely,
/S/ Charles W. Mueller /S/ Clifford L. Greenwalt
Charles W. Mueller Clifford L. Greenwalt
President and Chief Executive President and Chief Executive Officer
Officer CIPSCO Incorporated and
Union Electric Company Central Illinois Public Service Company
<PAGE>
MOST FREQUENTLY ASKED QUESTIONS...
WHAT AM I SUPPOSED TO DO NOW?
We request that you read this brochure and the enclosed joint proxy
materials, complete the enclosed proxy form and mail it as soon as possible.
If you do not return the proxy or do not vote at the upcoming stockholders'
meeting, it will have the same effect as if you voted against the merger.
HOW WILL THE MERGER BENEFIT STOCKHOLDERS?
Stockholders will own a leaner, stronger company better-suited to take
advantage of the increasingly competitive industry environment. We estimate
Ameren will realize $570 million in savings over 10 years from combining
certain operations. The combined company will inter-connect with 28 other
utility systems providing opportunities for additional energy sales. Ameren
will also benefit from combining Union Electric's and CIPSCO's management
experience and technical expertise. These advantages provide more
opportunities for earnings growth, which provides more opportunities for
dividend growth.
HOW MANY SHARES OF AMEREN STOCK WILL I RECEIVE FOR EACH SHARE OF UNION
ELECTRIC AND/OR CIPSCO STOCK I OWN?
Union Electric shareholders will exchange each common share of Union
Electric they own for one share of Ameren common stock. For example, if you own
100 shares of Union Electric common stock, you will exchange those 100 shares
for 100 shares of Ameren common stock.
CIPSCO shareholders will exchange each common share of CIPSCO they own
for 1.03 shares of Ameren common stock. For example, if you own 100 shares of
CIPSCO common stock, you will exchange those 100 shares for 103 shares of Ameren
common stock.
Union Electric Company and Central Illinois Public Service Company
preferred stock will remain outstanding and unchanged after the transaction.
WHAT ABOUT FRACTIONAL SHARES OF STOCK?
Since Union Electric common stock will be exchanged on a one-for-one
basis, no fractional shares will result for Union Electric stockholders.
Each CIPSCO common share will be exchanged for 1.03 common shares of
Ameren. If the exchange results in ownership of fractional shares of Ameren,
cash will be paid in lieu of the fractional share at the time you exchange your
CIPSCO certificate(s). If you hold common shares in CIPSCO's dividend
reinvestment plan at the time of the merger, these shares will be converted into
both full and fractional shares of Ameren common stock.
HOW WERE THE EXCHANGE RATIOS DETERMINED?
The exchange ratios were determined as a result of arms-length
negotiations between Union Electric and CIPSCO. Each company's Board of
Directors agreed to the exchange ratios after receiving the analysis of its own
independent financial advisor. Naturally, both Boards considered the interests
of their stockholders and the ultimate benefits of the merger when making this
important decision.
As reported in Annex D and Annex E of the enclosed joint proxy
statement, advisors at Goldman, Sachs & Co. (for Union Electric) and Morgan
Stanley & Co. Incorporated (for CIPSCO) each concluded that the applicable
exchange ratio for this transaction is fair to stockholders of the related
company from a financial point of view.
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WILL I BE TAXED ON THE EXCHANGE OF STOCK?
We expect the exchange of stock to be tax-free to Union Electric and
CIPSCO stockholders. However, cash received by CIPSCO common stockholders in
lieu of fractional shares will need to be reported for tax purposes. We urge you
to consult your tax advisor.
WHEN SHOULD I EXCHANGE MY SHARES?
WILL I RECEIVE A NEW STOCK CERTIFICATE?
Stock certificates representing Union Electric or CIPSCO common stock
will be exchanged for Ameren common stock certificates when the merger is
completed -- which could be at the end of 1996. You will receive further
information about exchanging certificates after the merger is final. You should
continue to hold your stock certificates until notified.
If you hold Union Electric or CIPSCO common shares in a dividend
reinvestment or stock plan at the time of the merger, your shares will be
automatically converted without the issuance of a new certificate.
There will be no change in preferred stock certificates.
WHAT WILL HAPPEN TO UE'S AND CIPSCO'S DIVIDEND REINVESTMENT PLANS?
Ameren will have a new dividend reinvestment plan, similar to the
existing Union Electric DRPlus plan. All shareholders who are participants in
Union Electric's and/or CIPSCO's dividend reinvestment plans on the effective
date will be automatically enrolled in Ameren's new dividend reinvestment plan.
WILL THE MERGER AFFECT UNION ELECTRIC'S OR CIPSCO'S CURRENT DIVIDEND POLICY?
Both companies expect to continue their current dividend policy until
the merger is completed. Union Electric's current annual dividend rate is $2.50
per common share, and CIPSCO's is $2.04 per common share. We anticipate Ameren
will adopt Union Electric's dividend payment level upon completion of the
merger.
WHAT VOTE IS REQUIRED BY STOCKHOLDERS TO APPROVE THE MERGER?
The affirmative vote of at least two-thirds of the outstanding common
and preferred shares of Union Electric is needed to approve the merger. The
affirmative vote of at least two-thirds of the outstanding common shares of
CIPSCO is required. Your vote is important. Shares not voted have the effect of
votes against the merger.
WHEN WILL THE MERGER BE COMPLETED?
We expect to complete the merger by year-end 1996, subject to obtaining
all required approvals.
APART FROM STOCKHOLDER VOTES, WHAT APPROVALS ARE NECESSARY TO COMPLETE THE
MERGER?
The Illinois Commerce Commission, Missouri Public Service Commission,
Federal Energy Regulatory Commission, Nuclear Regulatory Commission and
Securities and Exchange Commission need to approve the transaction. In addition,
the Federal Trade Commission and the Department of Justice will review the
merger agreement.
The information herein does not purport to be complete and is qualified
in its entirety by reference to the more detailed information in the
accompanying Joint Proxy Statement/Prospectus. Shareholders are urged to read
these materials in their entirety. This information may not be used in
connection with the solicitation of shareholder votes unless accompanied or
preceded by the Joint Proxy Statement/Prospectus.
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MERGER PROFILE
Ameren will serve about 1.4 million electric customers and 300,000 natural
gas customers in a 44,000-square-mile region of Missouri and Illinois. With
a generating capability of more than 11,000 megawatts, Ameren will rank as
the nation's 15th largest investor-owned utility in terms of generating
capacity. As of June 30, 1995 combined assets totaled more than $8 billion,
and combined annual revenues were nearly $3 billion.
[A chart appears here depicting the states of Missouri and Illinois, and the
respective service territories of Union Electric and CIPSCO within such states.]
[A chart appears here depicting the corporate structure of Ameren and its
subsidiaries following the Mergers. The chart indicates that following the
Merger, Union Electric, Central Illinois Public Service, and certain other
entities which are currently direct subsidiaries of CIPSCO will each be direct
subsidiaries of Ameren.]
Ameren Corporation, the new, registered public utility holding company, will
be the parent of both Union Electric and Central Illinois Public Service.
CIPSCO Investment Company, the non-utility subsidiary of CIPSCO Incorporated,
will also become a subsidiary of Ameren. UE President and Chief Executive
Officer Charles W. Mueller will serve as Ameren's chairman. CIPSCO President
and Chief Executive Officer Clifford L. Greenwalt will assume the title of
vice chairman. Ameren's 15-member board will include 10 members selected by
Union Electric's existing board of directors and five members selected by
CIPSCO's board.
