UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ........ to ........
Commission Registrant; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification No.
1-8946 CILCORP Inc. 37-1169387
(An Illinois Corporation)
300 Hamilton Blvd, Suite 300
Peoria, Illinois 61602
(309) 675-8810
1-2732 CENTRAL ILLINOIS LIGHT COMPANY 37-0211050
(An Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 675-8810
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class so registered on which registered
CILCORP Inc. Common stock, no par value New York and Chicago
CILCO Preferred Stock, Cumulative
$100 par, 4 1/2% series New York
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
<PAGE>
At March 11, 1994, the aggregate market value of the voting stock of CILCORP
Inc. (CILCORP) held by nonaffiliates was approximately $435 million. On that
date, 13,035,756 common shares (no par value) were outstanding.
At March 15, 1994, the aggregate market value of the voting stock of Central
Illinois Light Company (CILCO) held by nonaffiliates was approximately $60
million. The voting stock of CILCO consists of its preferred stock. On that
date, 13,563,871 shares of CILCO's common stock, no par value, were issued and
outstanding and privately held, beneficially and of record, by CILCORP Inc.
DOCUMENTS INCORPORATED BY REFERENCE
CILCORP Inc.'s Proxy Statement dated March 21, 1994, in connection with its
Annual Meeting which was held on April 26, 1994, is incorporated into Part I
and Part III hereof.
Central Illinois Light Company's Proxy Statement dated March 28, 1994, in
connection with its Annual Meeting which was held on April 26, 1994, is
incorporated into Part I and Part III hereof.
The undersigned registrant hereby amends its Annual Report for 1993 on Form
10-K to supply the information, financial statements and exhibits required by
Form 11-K with respect to the Employees' Savings Plan of Central Illinois Light
Company.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CILCORP Inc.
--------------------------------
(Registrant)
By R. O. Viets
--------------------------------
R. O. Viets, President and
Chief Executive Officer
June 24, 1994
<PAGE>
CILCORP Inc.
Exhibit Index to Annual Report on Form 10-K for 1993
Exhibit
No. Description
------- -----------
(a) 3. Exhibits
*(3) Articles of Incorporation (Designated in Form 10-K for the year ended
December 31, 1991, File No. 1-8946, as Exhibit (3)).
*(3)a By-laws as amended December 4, 1990 (Designated in Form 10-K for the
year ended December 31, 1990, File No. 1-8946, as Exhibit (3)a).
*(4) Indenture of Mortgage and Deed of Trust between Illinois Power
*** Company and Bankers Trust Company, as Trustee, dated as of April 1,
1933, Supplemental Indenture between the same parties dated as of
June 30, 1933, Supplemental Indenture between the Company and Bankers
Trust Company, as Trustee, dated as of July 1, 1933 and Supplemental
Indenture between the same parties dated as of January 1, 1935,
securing First Mortgage Bonds, and indentures supplemental to the
foregoing through January 1, 1993. (Designated in Registration No.
2-1937 as Exhibit B-1, in Registration No. 2-2093 as Exhibit B-1(a),
in Form 8-K for April 1940, File No. 1-2732-2, as Exhibit A, in Form
8-K for December 1949, File No. 1-2732-2, as Exhibit A, in Form 8-K
for December 1951, File No. 1-2732, as Exhibit A, in Form 8-K for
July 1957, File No. 1-2732, as Exhibit A, in Form 8-K for July 1958,
File No. 1-2732, as Exhibit A, in Form 8-K for March 1960, File No.
1-2732, as Exhibit A, in Form 8-K for September 1961, File No.
1-2732, as Exhibit B, in Form 8-K for March 1963, File No. 1-2732, as
Exhibit A, in Form 8-K for February 1966, File No. 1-2732, as Exhibit
A, in Form 8-K for March 1967, File No. 1-2732, as Exhibit A, in Form
8-K for August 1970, File No. 1-2732, as Exhibit A, in Form 8-K for
September 1971, File No. 1-2732, as Exhibit A, in Form 8-K for
September 1972, File No. 1-2732, as Exhibit A, in Form 8-K for April
1974, File No. 1-2732, as Exhibit 2(b), in Form 8-K for June 1974,
File No. 1-2732, as Exhibit A, in Form 8-K for March 1975, File No.
1-2732, as Exhibit A, in Form 8-K for May 1976, File No. 1-2732, as
Exhibit A, in Form 10-Q for the quarter ended June 30, 1978, File No.
1-2732, as Exhibit 2, in Form 10-K for the year ended December 31,
1982, File No. 1-2732, as Exhibit (4)(b), in Form 8-K dated January
30, 1992, File No. 1-2732, as Exhibit (4) and in Form 8-K dated
January 29, 1993, File No. 1-2732, as Exhibit (4).)
*(4)a Supplemental Indenture dated August 1, 1993.
(10) CILCO Executive Deferral Plan as amended through February 22, 1994.
*(10)a Executive Deferral Plan II (Designated in Form 10-K for the
year ended December 31, 1989, File No. 1-8946, as Exhibit (10)b).
<PAGE>
*(10)b Economic Value Added Incentive Compensation Plan (Designated in Form
10-K for the year ended December 31, 1989, File No. 1-8946, as
Exhibit (10)c).
*(10)c CILCO Compensation Protection Plan (Designated in Form 10-K for the
year ended December 31, 1990, File No. 1-8946, as Exhibit (10)d).
*(10)d CILCO Benefit Replacement Plan (Designated in Form 10-K for the year
ended December 31, 1991, File No. 1-8946, as Exhibit (10)e).
*(10)e Deferred Compensation Stock Plan (Designated in Form 10-K for the
year ended December 31, 1991, File No. 1-8946, as Exhibit (10)f).
*(10)f Shareholder Return Incentive Compensation Plan (included as part of
Company's definitive proxy in 1993 Anuual Meeting of Stockholders,
filed with the Commission on March 26,1993.)
(12) Computation of Ratio of Earnings to Fixed Charges
*(13) Annual Report to Security Holders
(24) Consent of Arthur Andersen & Co.
(25) Power of Attorney
(28) Form 11-K for Employees' Savings Plan of Central Illinois Light
Company
**(b) Reports on Form 8-K
A Form 8-K was filed on December 17, 1993, to disclose an agreement
between CILCO and one of its largest customers to develop a
cogeneration plant.
A Form 8-K was filed on December 31, 1993, to disclose CILCORP Inc.,
through its wholly-owned subsidiary, CILCORP Investment Management
Inc., (CIM), acquired a 40% partnership interest in a McDonnell
Douglas MD-11F cargo plane through a leveraged lease transaction.
The plane will be leased to a U. S. corporation which will use it in
its fleet operations.
A Form 8-K was filed on January 14, 1994, to disclose CILCO's filing
with the Illinois Commerce Commission (ICC) to increase gas base
rates.
*These exhibits have been previously filed with the Securities and Exchange
Commission (SEC) as exhibits to registration statements or to other filings
of CILCO with the SEC and are incorporated herein as exhibits by reference.
The file number and exhibit number of each such exhibit (where applicable)
are stated in the description of such exhibit.
***Pursuant to Paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, the
Company has not filed as an exhibit to this Form 10-K any instrument with
respect to long-term debt as the total amount of securities authorized
thereunder does not exceed 10 percent of the total assets of the Company
and its subsidiaries on a consolidated basis, but hereby agrees to furnish
to the SEC on request any such instruments.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _______
Commission file number 1-8946
------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
EMPLOYEES' SAVINGS PLAN
of
CENTRAL ILLINOIS LIGHT COMPANY
(Established June 1, 1965)
As Amended and Restated Effective January 1, 1992
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
CILCORP Inc.
300 Hamilton Blvd., Suite 300
Peoria, Illinois 61602-1238
<PAGE>
TABLE OF CONTENTS
Page
----
Report of Independent Public Accountants 7
Financial Statements and Schedules of the Plan:
Statement of Net Assets Available for Plan Benefits -
December 31, 1993 and December 31, 1992 8-9
Statement of Changes in Net Assets Available for Plan
Benefits - for the Years Ended December 31, 1993, 1992
and 1991 10-12
Notes to Financial Statements 13-24
Supplemental Schedules 25-27
Signatures 28
Exhibit Index to Form 11-K 29
Exhibit 24 - Consent of Independent Public Accountants 30
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Employees' Savings Plan of
Central Illinois Light Company:
We have audited the accompanying statements of net assets available for plan
benefits of the Employees' Savings Plan of Central Illinois Light Company
(the "Plan") as of December 31, 1993 and 1992, and the related statement of
changes in net assets available for plan benefits for the years ended
December 31, 1993, 1992 and 1991. These financial statements and the
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of
December 31, 1993 and 1992, and the changes in net assets available for plan
benefits for the years ended December 31, 1993, 1992 and 1991 in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment and reportable transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are 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 schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
June 3, 1994
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN of
CENTRAL ILLINOIS LIGHT COMPANY
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<CAPTION>
Investment Funds
---------------------------------------------
Total Fund A Fund B Fund C Fund D Loan Fund
<S> <C> <C> <C> <C> <C> <C>
Investments at Quoted Market (Note 2):
Fund A - Common stock of CILCORP Inc.*
(ERISA Cost $56,698,948) $53,555,025 $53,555,025 $ - $ - $ - $ -
Fund B - Wells Fargo Equity Index Fund,
Series E* (ERISA Cost $10,232,621) 10,059,120 - 10,059,120 - - -
Fund C - U.S. Government obligations
(ERISA Cost $8,886,327) 8,779,973 - - 8,779,973 - -
Fund D - U.S. Government obligations
(ERISA Cost $4,531,186) 4,531,186 - - - 4,531,186 -
----------- ----------- ----------- ---------- ---------- ----------
76,925,304 53,555,025 10,059,120 8,779,973 4,531,186 -
Other Assets:
Temporary cash investments 4,425,520 108,570 24,534 50,977 4,241,439 -
Cash on deposit with Trustee 9,885 145 84 80 9,576 -
Participants' loans receivable 4,213,970 - - - - 4,213,970
Contributions receivable 629,434 445,045 111,122 44,535 28,732 -
Dividends and interest receivable 312,494 - - 230,623 81,871 -
----------- ----------- ----------- ---------- ---------- ----------
9,591,303 553,760 135,740 326,215 4,361,618 4,213,970
Total Assets 86,516,607 54,108,785 10,194,860 9,106,188 8,892,804 4,213,970
----------- ----------- ----------- ---------- ---------- ----------
Liabilities:
Pending loans to participants 123,075 42,128 3,302 13,771 63,874 -
----------- ----------- ----------- ---------- ---------- ----------
123,075 42,128 3,302 13,771 63,874 -
----------- ----------- ----------- ---------- ---------- ----------
Net Assets Available for Plan
Benefits (Page 10) $86,393,532 $54,066,657 $10,191,558 $9,092,417 $8,828,930 $4,213,970
=========== =========== =========== ========== ========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
*Party-in-Interest
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN of
CENTRAL ILLINOIS LIGHT COMPANY
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<CAPTION>
Investment Funds
---------------------------------------------
Total Fund A Fund B Fund C Fund D Loan Fund
<S> <C> <C> <C> <C> <C> <C>
Investments at Quoted Market (Note 2):
Fund A - Common stock of CILCORP Inc.*
(ERISA Cost $57,652,220) $60,365,121 $60,365,121 $ - $ - $ - $ -
Fund B - Wells Fargo Equity Index Fund*
(ERISA Cost $7,176,432) 7,515,065 - 7,515,065 - - -
Fund C - U.S. Government obligations
(ERISA Cost $3,620,391) 3,596,719 - - 3,596,719 - -
Fund D - U.S. Government obligations
(ERISA Cost $2,021,307) 2,021,307 - - - 2,021,307 -
----------- ----------- ---------- ---------- ---------- ----------
73,498,212 60,365,121 7,515,065 3,596,719 2,021,307 -
Other Assets:
Temporary cash investments 6,760,064 1,113,000 164,700 827,000 4,655,364 -
Cash on deposit with Trustee 183 36 40 91 16 -
Participants' loans receivable 3,831,057 - - - - 3,831,057
Contributions receivable 596,600 437,710 97,797 37,062 24,031 -
Dividends and interest receivable 161,538 1,168 487 94,432 65,451 -
----------- ----------- ---------- ---------- ---------- ----------
11,349,442 1,551,914 263,024 958,585 4,744,862 3,831,057
Total Assets 84,847,654 61,917,035 7,778,089 4,555,304 6,766,169 3,831,057
----------- ----------- ---------- ---------- ---------- ----------
Liabilities:
Pending loans to participants 141,244 80,480 7,304 617 52,843 -
----------- ----------- ---------- ---------- ---------- ----------
141,244 80,480 7,304 617 52,843 -
----------- ----------- ---------- ---------- ---------- ----------
Net Assets Available for Plan
Benefits (Page 11) $84,706,410 $61,836,555 $7,770,785 $4,554,687 $6,713,326 $3,831,057
=========== =========== ========== ========== ========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
*Party-in-Interest
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN of
CENTRAL ILLINOIS LIGHT COMPANY
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<CAPTION>
Investment Funds
---------------------------------------------
Total Fund A Fund B Fund C Fund D Loan Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment Income
Dividends $ 3,442,097 $ 3,442,097 $ - $ - $ - $ -
Interest 794,048 13,950 3,590 517,146 259,362 -
Realized Gain (Loss) on Investments
(Note 8) 257,704 261,835 - (4,131) - -
Unrealized Appreciation (Depreciation)
of Investments (Note 9) (3,250,277) (3,143,923) - (106,354) - -
Net Investment Gain (Loss) from
Common/Collective Trusts (Note 10) 877,446 - 877,446 - - -
----------- ----------- ----------- ---------- ---------- ----------
2,121,018 573,959 881,036 406,661 259,362 -
Other Income:
Interest on Participants' Loans 326,879 - - - - 326,879
Contributions:
Participants 4,510,909 3,071,681 847,333 354,492 237,403 -
Company 1,512,783 1,113,172 233,623 97,606 68,382 -
Transfers - (6,750,615) 683,969 3,827,010 2,055,906 183,730
----------- ----------- ----------- ---------- ---------- ----------
Total Additions 8,471,589 (1,991,803) 2,645,961 4,685,769 2,621,053 510,609
Deduction from Net Assets Attributed to:
Participants' Withdrawals (6,784,467) (5,778,095) (225,188) (148,039) (505,449) (127,696)
----------- ----------- ----------- ---------- ---------- ----------
Net Change During Period 1,687,122 (7,769,898) 2,420,773 4,537,730 2,115,604 382,913
Net Assets Available for Plan
Benefits at December 31, 1992 84,706,410 61,836,555 7,770,785 4,554,687 6,713,326 3,831,057
----------- ----------- ----------- ---------- ---------- ----------
Net Assets Available for Plan
Benefits at December 31, 1993 $86,393,532 $54,066,657 $10,191,558 $9,092,417 $8,828,930 $4,213,970
=========== =========== =========== ========== ========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN of
CENTRAL ILLINOIS LIGHT COMPANY
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
<CAPTION>
Investment Funds
----------------------------------------------
Total Fund A Fund B Fund C Fund D Loan Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment Income
Dividends $ 3,936,941 $ 3,738,276 $ 198,665 $ - $ - $ -
Interest 502,387 13,085 5,674 257,994 225,634 -
Realized Gain (Loss) on Investments
(Note 8) (188,125) (174,269) (888) (12,968) - -
Unrealized Appreciation (Depreciation)
of Investments (Note 9) 3,027,862 2,712,901 338,633 (23,672) - -
----------- ----------- --------- ---------- ---------- ---------
7,279,065 6,289,993 542,084 221,354 225,634 -
----------- ----------- --------- ---------- ---------- ---------
Other Income:
Interest on Participants' Loans 332,251 - - - - 332,251
Contributions:
Participants 4,314,688 3,056,663 769,203 284,979 203,843 -
Company 1,488,867 1,142,013 212,293 76,252 58,309 -
Transfers - (3,997,547) 1,005,685 1,091,544 1,606,424 293,894
----------- ------------ ---------- ---------- ---------- ----------
Total Additions 13,414,871 6,491,122 2,529,265 1,674,129 2,094,210 626,145
----------- ------------ ---------- ---------- ---------- ----------
Deduction from Net Assets Attributed to:
Participants' Withdrawals (4,982,523) (4,175,108) (400,798) (111,333) (208,965) (86,319)
Net Change During Period 8,432,348 2,316,014 2,128,467 1,562,796 1,885,245 539,826
Net Assets Available for Plan
Benefits at December 31, 1991 76,274,062 59,520,541 5,642,318 2,991,891 4,828,081 3,291,231
----------- ----------- ---------- ---------- ---------- ----------
Net Assets Available for Plan
Benefits at December 31, 1992 $84,706,410 $61,836,555 $7,770,785 $4,554,687 $6,713,326 $3,831,057
=========== =========== ========== ========== ========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN of
CENTRAL ILLINOIS LIGHT COMPANY
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1991
<CAPTION>
Investment Funds
---------------------------------------------
Total Fund A Fund B Fund C Fund D Loan Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment Income
Dividends $ 3,899,661 $ 3,796,584 $ 103,077 $ - $ - $ -
Interest 547,211 25,809 32,648 200,342 288,412 -
Realized Gain (Loss) on Investments
(Note 8) 307,810 (93,337) 401,780 (633) - -
Unrealized Appreciation (Depreciation)
of Investments (Note 9) 5,069,553 4,580,945 377,096 111,512 - -
----------- ----------- ---------- ---------- ---------- ----------
9,824,235 8,310,001 914,601 311,221 288,412 -
Other Income:
Interest on Participants' Loans 299,966 - - - - 299,966
Contributions:
Participants 3,941,908 2,999,112 476,736 239,774 226,286 -
Company 1,371,834 1,128,879 119,272 64,062 59,621 -
Transfers - (2,751,032) 1,099,335 525,798 693,411 432,488
----------- ----------- ---------- ---------- ---------- ----------
Total Additions 15,437,943 9,686,960 2,609,944 1,140,855 1,267,730 732,454
Deduction from Net Assets Attributed to:
Participants' Withdrawals (6,941,574) (5,622,368) (371,292) (522,068) (340,103) (85,743)
----------- ----------- ---------- ---------- ---------- ----------
Net Change During Period 8,496,369 4,064,592 2,238,652 618,787 927,627 646,711
Net Assets Available for Plan
Benefits at December 31, 1990 67,777,693 55,455,949 3,403,666 2,373,104 3,900,454 2,644,520
----------- ----------- ---------- ---------- ---------- ----------
Net Assets Available for Plan
Benefits at December 31, 1991 $76,274,062 $59,520,541 $5,642,318 $2,991,891 $4,828,081 $3,291,231
=========== =========== ========== ========== ========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(1) Description of Plan:
CILCORP Inc. (CILCORP), a holding company, is the parent of Central Illinois
Light Company (the Company). The Company and CILCORP are occasionally
hereinafter referred to as the "Employer." The following description of the
Company's Employees' Savings Plan (the Plan) provides only general
information. Participants should refer to the Plan Prospectus for a more
complete description of the Plan's provisions.
(A) General - The plan is a defined contribution plan covering any employee
of the Employer electing to enroll in the Plan, including an officer,
who has completed at least one year of service (the completion of 1,000
hours of service during a 12 month period beginning on the employee's
first day of employment with the Employer). Participation is voluntary.
The fiscal year of the Plan ends on December 31 of each calendar year.
The Committee administering the Plan delivers quarterly to each
participant a statement setting forth the value of the accounts of each
participant. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
Beginning October 1, 1991, Investment Fund B was changed from an
investment fund in the common stock of other companies to an equity
index investment fund (Wells Fargo Equity Index Fund). The Investment
Manager for Fund B is Wells Fargo Nikko Investment Advisors of San
Francisco, California. The Wells Fargo Equity Index Fund is invested in
virtually all Standard and Poor's (S&P) 500 Index stocks in their
appropriate capitalization weights. The fund is designed to replicate
the returns of the S&P 500 Index, which accounts for about 75% of the
value of all publicly traded U.S. equities. S&P 500 Index is a
composite of 400 industrial, 40 financial, 40 utility and 20
transportation common stocks. The index is capitalization-weighted with
each stock weighted by its proportion of the total market value of all
500 issues.
(B) Contributions - Each participant may elect to have their salary or wages
reduced by an amount which is not less than 1% or more than 15% of their
base rate of pay up to a maximum dollar amount, which was $8,994 for
1993 (Pre-Tax Contribution). The Employer will contribute to the Plan
an amount equal to 50% of each participant's Pre-Tax Contributions up to
a maximum of 6% of such participant's regular base pay. Participants
may also elect to make regular after-tax contributions (Voluntary
Contributions) to the Plan in an amount which is not more than 10% of
their regular base pay. Employees who receive, or are entitled to
receive, a distribution from a plan of a previous employer may be able
to transfer the distribution to an account under the Plan (Rollover
Contributions). Reference is made to the Prospectus for details on the
guidelines and limitations for Pre-Tax Contributions, Voluntary
Contributions and Rollover Contributions.
(C) Vesting - Under the Plan all amounts credited to the participant's
accounts, including all Rollover Contributions, are fully vested at all
times and are not subject to forfeiture for any reason. The Employer
<PAGE>
has reserved the right to amend or terminate the Plan but has not
expressed any intention of doing so at this time.
(2) Summary of Significant Accounting Policies:
The Plan is on the accrual method of accounting.
Administration expenses of the Plan are paid by the Employer and,
accordingly, are not reflected in the financial statements of the Plan.
The investment securities, except those in Fund D, are stated at market.
Fund D investments in U.S. Treasury Bills are valued at cost and interest is
recognized ratably up to the maturity date. Fund D investments are short
term in nature and typically held to maturity.
Unrealized appreciation (depreciation) on investment assets represents the
difference between the adjusted investment cost compared to the market value
of the assets at the end of the plan year; no actual sales have taken place.
The adjusted investment cost, termed "ERISA cost" within this document, is
the value of the investment asset at the beginning of the Plan year or, for
investments acquired during the year, the value at the time of purchase.
Realized appreciation (depreciation) represents gains or losses from the
actual sale of Plan assets in excess of or below the ERISA cost.
(3) Valuation of Accounts:
The amount of each participant's Employer Contribution Account, Pre-Tax
Contribution Account, Rollover Account and Voluntary Contribution Account
held in each Investment Fund, and the amount of each participant's Loan Fund
Account, will be adjusted as follows and in the following order:
(a) As of the last business day of each calendar month or such other
day designated by the Committee (Valuation Date), the amount of any
distributions or withdrawals from each participant's account will be debited
to the account and to the Separate Investment Fund from which paid.
(b) As of the Valuation Date, the amount of transfers between accounts
made at the participant's request will be debited or credited, as
appropriate, to the applicable account and to the Separate Investment Fund.
(c) As of the Valuation Date, the amounts of each participant's
Rollover Contributions and Vested Transfers paid to the Trust Fund during the
month shall be credited to the accounts and to the Separate Investment Funds
to which allocated.
(d) As of each Valuation Date, the Trustee shall report to the
Committee the fair market value of the assets of each Separate Investment
Fund (Current Fair Market Value). For each Separate Investment Fund, the
Committee shall determine the factor representing the ratio between the
Current Fair Market Value of the Separate Investment Fund and the value of
each participant's account invested in the Separate Investment Fund as of the
preceding Valuation Date, plus or minus adjustments made as of the Valuation
Date pursuant to the Plan. Each participant's account balance in each
Separate Investment Fund shall then be adjusted by multiplying the account
balance by the factor for the corresponding Separate Investment Fund.
<PAGE>
(e) As of the Valuation Date, loans made to participants since the last
Valuation Date and interest accrued thereon shall be credited to the
participant's Loan Fund Account. (See Note 6 for a discussion of the Loan
Fund.)
(f) As of the Valuation Date, principal payments of participant loans
received since the last Valuation Date shall be debited to the participant's
Loan Fund Account, and principal and interest payments since the last
Valuation Date shall be credited to the participant's Fund D account and to
the Separate Investment Fund D. As of November 1, 1993, principal and
interest payments are invested in the same manner as the most recent
investment selection designation by the Participant. (See Note 6 for a
discussion of the Loan Fund.)
(g) As of the Valuation Date, the amounts of each participant's Pre-Tax
Contributions, Voluntary Contributions and Employer Matching Contributions
shall be credited to the accounts and to the Separate Investment Funds to
which allocated.
(4) Investment of Funds:
The Company and First of America Bank - Illinois, N.A., Peoria, IL, have
entered into a Trust Agreement under which the Bank will act as Trustee under
the Plan. The Company may change the Trustee and may amend or terminate the
Trust Agreement provided no such amendment or termination or other action by
the Company shall divert any part of the Trust Fund to purposes other than
the exclusive benefit of participants. Beginning October 1, 1991, the
Company appointed Wells Fargo Nikko Investment Advisors, San Francisco,
California, a registered investment advisor, as Investment Manager of Fund B
of the Plan. Previous to that date, Harris Associates, Inc. of Chicago,
Illinois managed the fund.
Each month, all participant contributions and all Employer contributions are
paid over to the Trustee and are held by it as a Trust Fund in which all
contributions are invested and out of which all distributions are made. The
Trustee shall make all purchases and sales of securities for investment in or
distribution from the Trust Fund on the basis of current market or redemption
prices.
The Plan and the Trust thereunder provide that the Trust Fund shall consist
of four separate Investment Funds:
Fund A - Common stock of CILCORP Inc., together with all income thereon.
Fund B - Wells Fargo Equity Index Fund, Series E, together with all
income thereon.
Fund C - Obligations issued or fully guaranteed by the United States
Government or any agent or instrumentality thereof, as selected
by the Trustee at its sole discretion, together with all income
thereon.
Fund D - Fixed income securities with a maturity of one year or less, as
selected by the Trustee at its sole discretion, together with
all income thereon.
<PAGE>
In addition, a Loan Fund is maintained which consists of promissory notes
evidencing loans made to participants. (See Note 6 for a discussion of the
Loan Fund.)
A participant may direct that his contributions and Employer contributions be
invested entirely in Fund A, Fund B, Fund C, or Fund D, or in a combination
of two or more Investment Funds, in multiples of 10%. A participant may
change his investment designation as of his first pay date in the months of
January, April, July and October. Contributions already invested in a
particular Separate Investment Fund may be transferred by a participant to
another Separate Investment Fund as of the first day of January, April, July
and October.
Dividends, interest and any other income earned by an Investment Fund shall
be reinvested in the same Investment Fund.
The Trustee and the Investment Manager, as applicable, may select the types
of securities specified above to be purchased for Fund B, Fund C and Fund D
and may from time to time purchase and sell any securities and reinvest the
proceeds of any such sale.
The Trustee will buy and sell CILCORP common stock for Fund A on a national
securities exchange or elsewhere, as it may select. The purchase price for
the shares so purchased in any month will be the price paid for those shares
in the open market, including any related brokerage commissions or service
charges. The Trustee may also buy such common stock on a monthly basis
directly from CILCORP so long as CILCORP has available original issue common
stock which it is authorized to sell to the Trustee. The purchase price of
such original issue common stock, if any is authorized and purchased, will be
the average of the highest sale price and lowest sale price of CILCORP's
common stock, as reported by The Wall Street Journal as Composite
Transactions, during the first three days that such stock is traded each
month. The Trustee may maintain in cash such part of the assets of Funds B,
C and D as it shall deem necessary or advisable. Securities held in the
Trust Fund may be registered in the name of the Trustee or its nominee.
As of December 31, 1993, 1,398 employees, or approximately 94% of the 1,490
eligible employees, were active participants in the Plan. The following
summary shows the number of participants contributing to each fund as of
December 31, 1993:
<TABLE>
<CAPTION>
Fund Participants
<S> <C>
A 1,357
B 689
C 467
D 853
</TABLE>
The total number of participants in the Plan was less than the sum of the
number of active participants shown above because many were participating in
more than one fund.
<PAGE>
(5) Related Party Transactions:
Certain Plan investments are shares of mutual funds managed by First of
America Bank - Illinois N.A. First of America Bank - Illinois N.A. is the
Trustee as defined by the Plan and, therefore, these transactions qualify as
party-in-interest. The Trustee of the Plan also invests in CILCORP common
stock. Since CILCORP is the parent company of CILCO any investment
transactions involving CILCORP common stock qualify as related party
transactions. Wells Fargo Nikko Investment Advisors is the Investment
Manager for Fund B of the Plan. The Investment Manager invests certain
assets of Fund B in various Wells Fargo mutual funds and, therefore, is
considered a related party. Investment management fees are paid by the
Company and are not included in the Plan's financial statements.
(6) Loan Fund:
Since September 1, 1988, participants have been allowed to borrow funds from
their Plan accounts. The minimum amount that can be borrowed is $1,000. The
maximum loan amount is the lesser of one-half of the participant's account
balance or $50,000, with adjustments for certain previously outstanding
loans. Participants must pledge the balance of their Plan accounts as
security for the loans. A participant may have a maximum of two Plan loans
outstanding at any time.
Each Plan loan is evidenced by a written note providing for the repayment of
principal and interest over a fixed time period. These promissory notes are
shown in the Statement of Financial Position under the caption "Loan Fund."
The maximum repayment period is five years; however, a loan used to purchase
a principal residence may have a longer repayment period as authorized by the
Committee. The interest rate charged on each loan is based upon the average
lending rate on similar loans as determined each month by First of America
Bank - Illinois, N.A. Payments are generally made through payroll
deductions. Prepayment of the entire principal balance and interest is
permitted without penalty after a minimum loan period of three months. All
Plan distributions for loans flow through Investment Fund D. Principal and
interest payments, however, flow through the various funds based upon the
most current investment selection designation of the Participant.
At December 31, 1993, there were 802 Plan loans outstanding totaling
$4,213,970.
(7) Federal Income Taxes:
The Company has received a determination letter from the Internal Revenue
Service that the Plan, as amended and restated effective January 1, 1985,
meets the requirement of Sections 401(a) and 401(k) of the Internal Revenue
Code of 1986 (the Code) and that the Trust Fund is exempt from Federal income
tax under Section 501(a) of the Code. The Plan has been amended since
receiving the determination letter and will be further amended within the
applicable retroactive amendment period. The Plan Administrator believes
that the Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, the Plan Administrator
believes that the Plan was qualified and the related trust was tax-exempt as
of the financial statement date. The Company will file a request for a
determination from the Internal Revenue Service that the Plan, as amended and
<PAGE>
restated effective January 1, 1987, September 1, 1988, January 1, 1989, and
January 1, 1992, continues to meet the requirements of Sections 401(a),
401(k) and 401(m) of the Internal Revenue Code of 1986, and the Trust Fund is
exempt from tax under Section 501(a) of the Code.
The following is a description of certain federal income tax consequences
regarding the operation of the Plan. It is intended to be general in nature,
and is based on the interpretations of present federal law and regulations
which may be subject to change. Each participant may wish to discuss
specific questions with his own tax advisor or attorney. In addition, there
may be tax considerations under foreign, state and local laws applicable to
participants.
Contributions to Plan
Amounts contributed by the Employer on behalf of an employee will be
deductible by the Employer for federal income tax purposes, provided that the
Plan and Trust continue to meet the requirements of Sections 401(a) and
501(a) of the Code. A participant will not be entitled to a deduction for
income tax purposes for Voluntary Contributions he makes to the Plan.
Provided that the Plan meets the nondiscrimination requirements of Sections
401(k) and 401(m) of the Code, amounts contributed by the Employer as Pre-Tax
Contributions and Matching Contributions will not be included in the
participant's gross income.
Earnings of Trust Fund
Income and appreciation on Pre-Tax Contributions, Matching Contributions and
Voluntary Contributions will not be subject to income tax while held in the
Trust Fund and will not be includable in the participant's taxable income
until distributed to him, provided that the Plan and Trust continue to meet
the requirements of Sections 401(a) and 501(a) of the Code.
Withdrawal of Voluntary Contributions While Employed
If a participant, while remaining an employee of the Employer, withdraws his
participant contributions or Voluntary Contributions, the amount withdrawn
(when added to the amounts previously withdrawn which were considered a
tax-free recovery of employee contributions) is not taxable if the amount
does not exceed the sum of his participant contributions made prior to
November 1, 1983 and his Voluntary Contributions made on or after November 1,
1983 and before December 31, 1986.
If the amount withdrawn (when added to the amounts previously withdrawn which
were considered a tax-free recovery of contributions) exceeds this sum, a
portion of the withdrawal will be taxable to him.
Under the Plan, Voluntary Contributions made after December 31, 1986 and
earnings thereon are accounted for separately ("Post-1986 Account"), and
participants may designate that after first withdrawing all participant
contributions and Voluntary Contributions made before January 1, 1987 that
they will then withdraw contributions from their Post-1986 Accounts. If a
participant withdraws Voluntary Contributions from his Post-1986 Account, he
will receive the distribution tax-free equal to the amount of withdrawal from
<PAGE>
the Post-1986 Account, multiplied by a fraction the numerator of which is the
amount of Post-1986 Voluntary Contributions and the denominator of which is
the amount of Post-1986 Voluntary Contributions, plus earnings thereon.
Lump-Sum Distribution
If a participant receives a distribution of his entire Account balances by
reason of his termination of employment, disability, death, or after his
attainment of age 59-1/2, the distribution will constitute a "lump-sum
distribution." A lump-sum distribution is taxable to the extent the value of
the entire distribution exceeds the sum of: (i) the participant's
contributions and Voluntary Contributions not previously withdrawn and (ii)
any net unrealized appreciation (as discussed below) in value of any common
stock included in the distribution. However, a participant may elect to
include net unrealized appreciation in his income in the year of
distribution. The taxable portion of the lump-sum distribution will be
ordinary income which may qualify for a special five-year averaging provision
if the participant has attained age 59-1/2 and has been a participant for
five or more taxable years before the taxable year in which distribution is
made. A participant may elect the special five-year forward averaging
provision only once.
(a) Net Unrealized Appreciation - Net unrealized appreciation is the
excess of the fair market value of the common stock at the time of
distribution over the basis of the common stock to the Trustee (generally,
the fair market value of the common stock when acquired by the Trustee). The
net unrealized appreciation, excluded from a participant's income in the year
of distribution, will be taxable as long-term capital gain to the extent the
common stock is sold for an amount greater than the participant's basis in
the common stock. If the gain realized by the participant in a sale exceeds
the amount of the net unrealized appreciation at the time of distribution,
the gain will be taxed as long-term or a short-term capital gain depending
upon whether the participant's holding period for the common stock sold is
more than six months. Since 1988, long-term and short-term capital gains
have been taxed at the same rate.
(b) Capital Gains Treatment - If the employee became a participant
before January 1, 1974, capital gains treatment may be accorded to the
portion of the lump-sum distribution which is attributable to pre-1974
participation; while not entirely clear, it appears that the employee must
have been a participant for five or more years before the taxable year in
which the distribution is made. However, capital gains treatment is being
phased out over a five-year period which began in 1988. The amounts that
would have qualified for capital gains treatment will be multiplied by a
percentage in calculating the amount eligible for capital gains treatment, as
follows: 1988, 95%; 1989, 90%; 1990, 50%; and 1991, 25%. Beginning January
1, 1992, the capital gains treatment is no longer available except under the
special rule described below.
(c) Participants Who Attained Age 50 on or Before January 1, 1986 -
Special rules apply if a participant had attained age 50 on or before January
1, 1986. If so, the participant may elect on a one-time basis to have the
taxable portion of a lump-sum distribution taxed under a special ten-year
averaging provision under 1986 income tax rates or the special five-year
averaging provision under the then applicable income tax rates. An election
<PAGE>
under this special rule to use either ten-year or five-year averaging prior
to attaining age 59-1/2 means that the participant may not elect five-year
forward averaging after he attains age 59-1/2. Also, if the employee became
a participant before January 1, 1974, and he has been a participant for five
or more taxable years before the taxable year in which the distribution is
made, he may elect on a one-time basis to have the taxable portion
attributable to pre-1974 participation taxed as capital gains at a rate of 20
percent.
(d) Direct rollover of Eligible Rollover Distribution - If a
participant is eligible to receive a distribution from the Plan by reason of
termination of employment, termination of the Plan or attainment of age
59-1/2, he may elect to directly transfer all or part of the taxable portion
of the cash and other property (or proceeds thereof) received in such
distribution (to the extent its fair market value exceeds the amount of the
participant's contributions and Voluntary Contributions not previously
withdrawn) to: (i) another exempt employees' trust which is part of a
"qualified" plan for Federal income tax purposes; (ii) an "annuity" plan
described in Section 403(a) of the Code, or (iii) an "individual retirement
account" or an "individual retirement annuity" ("IRA") and thereby avoid
current taxation of the portion of the distribution directly transferred. If
a participant transfers all or part of a distribution to another qualified
plan or IRA, he may not exclude the net unrealized appreciation on Company
Stock he receives in a subsequent distribution. If the spouse of a
participant receives an eligible rollover distribution by reason of the
participant's death, the spouse may directly transfer the taxable portion of
such distribution to an individual retirement account or annuity and thereby
avoid current Federal income taxation on the taxable portion of the
distribution so directly transferred. If a distribution is considered an
"eligible rollover distribution," it will be subject to mandatory 20%
withholding unless the recipient directly rolls the distribution to an IRA or
the tax-qualified retirement plan of another employer. Amounts not directly
rolled over may still be rolled over to a qualified plan or an IRA within
60 days of its receipt. However, the portion of the distribution withheld
for federal income taxes is subject to taxation at the time of the
distribution unless the participant makes up that portion and contributes an
amount equal to the entire distribution within the 60-day time limit. Also,
under these rules, a participant may withdraw less than 50% of his account
balances and roll that amount over to another qualified plan or an IRA. Any
amounts properly rolled over are not subject to federal income taxation until
they are withdrawn from the IRA or other qualified plan. In addition, there
are numerous exceptions and other special situations with regards to these
provisions which are not described herein.
10% Additional Tax
Amounts distributed to a participant prior to his attaining age 59-1/2, or
after incurring a disability, or to his beneficiary, are subject to a 10%
additional income tax unless the distributions are made: (1) to the
participant's beneficiary on or after his death; (2) to a participant after
he attains age 55 after terminating employment with the Company; (3) to the
participant on account of medical expenses to the extent they would be
deductible, without regard to whether the participant itemizes deductions; or
(4) to the participant as part of a series of substantially equal periodic
payments over his life expectancy or joint life expectancy of the participant
<PAGE>
and his spouse. Other limited exceptions to the 10% additional income tax
not described herein may apply.
Excess Distribution Tax
An excess distribution tax will apply if a participant receives lump-sum
distributions from all tax-qualified plans, annuities and IRA's exceeding
$750,000 in any year, or if the participant receives other than lump-sum
distributions from all tax-qualified plans, annuities and IRA's exceeding
$150,000 in any year. The tax will be equal to 15% of the excess of
distributions over $750,000 (if lump-sum distributions are received) or over
$150,000 (if other than lump-sum distributions are received). Any amounts
rolled over to an IRA within 60 days of the distribution will not be
considered for purposes of the excess distribution tax. If a participant had
benefits under all tax-qualified plans equal to at least $562,500 on August
1, 1986, he may file an election to exempt his benefits as of August 1, 1986
(and possibly earnings thereon) from the excess distributions tax. If a
participant makes this election, the excess distribution tax will apply if he
receives lump-sum distributions from all tax-qualified plans, annuities and
IRA's during one year exceeding $562,500, or if the participant receives
other than lump-sum distributions from all tax-qualified plans, annuities and
IRA's exceeding $112,500 in any year.
Excise Tax
An excise tax will apply if distributions from the Plan do not begin before
the required beginning date. In general, the required beginning date is
April 1 of the calendar year following the calendar year during which the
participant attains age 70-1/2. The excise tax equals 50% of the minimum
amount that is required to be distributed under the Code.
Federal Estate Tax
With respect to Federal estate tax, if distribution under the Plan is made in
a single sum to the participant's estate as a result of the death of a
participant or former participant, the amount of the distribution generally
will be included in determining the taxable amount of the participant's
estate. An unlimited or $100,000 estate tax exclusion may, however, apply if
certain requirements are met. The distribution may be eligible for the
Federal estate tax unlimited marital deduction if made to the participant's
surviving spouse.
<PAGE>
(8) Realized Gain (Loss) on Investments Sold or Distributed:
Realized gains (losses) on investments for the year ended December 31, 1993
represent gains (losses) from the actual sale of Plan assets (excluding
common/collective trusts) in excess of or below the ERISA cost. Gains or
losses realized on distributions of CILCORP Inc. common stock to participants
in settlement of their accounts are determined by the difference between the
ERISA cost and the quoted market of the shares distributed. (See Note 2 -
Summary of Significant Accounting Policies.)
<TABLE>
<CAPTION>
Year Ended December 31, 1993
Investment Funds
Total Fund A Fund C
<S> <C> <C> <C>
ERISA Cost $10,489,042 $ 7,861,917 $2,627,125
Market 10,746,746 8,123,752 2,622,994
----------- ----------- ----------
Gain or (Loss) $ 257,704 $ 261,835 $ (4,131)
=========== =========== ==========
</TABLE>
(9) Unrealized Appreciation (Depreciation) of Investments:
Unrealized appreciation (depreciation) of investments for the year ended
December 31, 1993 was determined based on the value of the assets at the
beginning of the Plan year or at the time of purchase for any assets acquired
during the Plan year compared to the market value at the end of the year.
Unrealized appreciation (depreciation) of investments from common/collective
trusts is excluded. (See Note 2 - Summary of Significant Accounting
Policies.)
<TABLE>
<CAPTION>
Year Ended December 31, 1993
Investment Funds
Total Fund A Fund C
<S> <C> <C> <C>
Market Value at
December 31, 1993 $62,334,998 $53,555,025 $8,779,973
ERISA Cost at
December 31, 1993 65,585,275 56,698,948 8,886,327
----------- ----------- ----------
Unrealized
appreciation
(depreciation)
of investments $(3,250,277) $(3,143,923) $ (106,354)
=========== =========== ==========
</TABLE>
<PAGE>
(10) Net Investment Gain (Loss) from Common/Collective Trust:
Net investment gains (losses) for the year ended December 31, 1993 represent
all earnings, expenses, gains or losses, and unrealized appreciation or
depreciation from common/collective trusts.
(11) Distributions:
Effective January 1, 1991, amounts to be withdrawn by participants but not
yet paid by the Plan are no longer classified as a liability, but rather are
included in net assets available for plan benefits. Amounts to be withdrawn
by participants but not yet paid by the Plan as of December 31, 1993 and 1992
are as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Fund A $1,563,938 $2,362,137
Fund B 22,082 127,735
Fund C 19,270 8,805
Fund D 19,498 134,788
---------- ----------
$1,624,788 $2,633,465
========== ==========
</TABLE>
(12) Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for Plan benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1993 1992
---- ----
<S> <C> <C>
Net Assets Available for Plan Benefits
per the Financial Statements $86,393,532 $84,706,410
Amounts Allocated to Withdrawing
Participants 1,624,788 2,633,465
----------- -----------
Net Assets Available for Benefits per
the Form 5500 $84,768,744 $82,072,945
=========== ===========
</TABLE>
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31, 1993
-----------------
<S> <C>
Benefits Paid to Participants per the Financial
Statements $6,784,467
Add: Amounts Allocated to Withdrawing Participants
at December 31, 1993 1,624,788
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1992 2,633,465
----------
Benefits Paid to Participants per the Form 5500 $5,775,790
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit Claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
<PAGE>
<TABLE>
CENTRAL ILLINOIS LIGHT COMPANY Schedule I
Employee Savings Plan Plan 002
Item 27(a)-Schedule of Assets Held for Investment Purposes 37-1009435
As of December 31, 1993
<CAPTION>
Number of
Shares or Historical
Name of Issuer and Title of Issue Principal Amount Cost Market
FUND A
<S> <C> <C> <C>
CILCORP Inc. 1,428,134 $39,805,832 $53,555,025**
<CAPTION>
FUND B
<S> <C> <C> <C>
Wells Fargo Equity Index Fund, Series E 776,603 $ 9,980,407 $10,059,120**
<CAPTION>
FUND C
<S> <C> <C> <C>
U.S. Treasury Notes, 7.000% due 1/15/94 275,000 $ 274,318 $ 275,258
U.S. Treasury Notes, 8.875% due 2/15/94 425,000 431,684 427,789
U.S. Treasury Bonds, 9.000% due 2/15/94 350,000 364,132 352,406
U.S. Treasury Notes, 8.000% due 7/15/94 225,000 224,993 230,414
U.S. Treasury Notes, 8.500% due 9/30/94 1,000,000 1,069,633 1,035,937
U.S. Treasury Notes, 8.250% due 11/15/94 200,000 201,798 207,750
U.S. Treasury Notes, 8.875% due 2/15/96 900,000 988,789 982,406
U.S. Treasury Notes, 7.875% due 7/15/96 1,000,000 1,097,422 1,081,250
U.S. Treasury Notes, 7.250% due 11/15/96 850,000 918,000 910,828
U.S. Treasury Notes, 8.500% due 7/15/97 500,000 538,984 559,375
U.S. Treasury Notes, 7.875% due 1/15/98 610,000 684,082 673,669
U.S. Treasury Notes, 9.000% due 5/15/98 325,000 355,305 374,563
U.S. Treasury Notes, 7.125% due 10/15/98 200,000 212,812 216,375
U.S. Treasury Notes, 8.875% due 2/15/99 1,250,000 1,469,316 1,451,953
--------- ----------- -----------
8,110,000 8,831,268 8,779,973
--------- ----------- -----------
<CAPTION>
FUND D
<S> <C> <C> <C>
U.S. Treasury Bill, due 1/13/94 600,000 $ 584,205 $ 584,205
U.S. Treasury Bill, due 2/10/94 700,000 680,492 680,492
U.S. Treasury Bill, due 3/10/94 600,000 582,405 582,405
U.S. Treasury Bill, due 4/07/94 300,000 290,782 290,782
U.S. Treasury Bill, due 5/05/94 700,000 677,930 677,930
U.S. Treasury Bill, due 6/30/94 300,000 289,747 289,747
U.S. Treasury Bill, due 8/25/94 375,000 362,620 362,620
U.S. Treasury Bill, due 9/22/94 200,000 193,695 193,695
U.S. Treasury Bill, due 10/20/94 300,000 290,157 290,157
U.S. Treasury Bill, due 11/17/94 300,000 289,589 289,589
U.S. Treasury Bill, due 12/15/94 300,000 289,564 289,564
--------- ----------- -----------
4,675,000 4,531,186 4,531,186*
--------- ----------- -----------
Loan Fund, 7% to 11.5% 4,213,970 4,213,970**
----------- -----------
Total Investments $67,392,663 $81,139,274
=========== ===========
<FN>
*See Note 2 for Fund D valuation.
**Party-in-interest
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN OF
CENTRAL ILLINOIS LIGHT COMPANY
"Item 27(a) - Schedule of Assets Held for Investment Purposes"
Assets Which Were Both Acquired and Disposed of During the Plan Year
For the Year Ended December 31, 1993
<CAPTION>
Section (c) Section (e)
Section (a) Section (b) Cost of Proceeds of
Identity of Issuer Description of Investment Acquisitions Dispositions
_____________________________ __________________________________ ____________ ____________
<S> <S> <C> <C>
*CILCORP Inc. Common stock $ None $ None
*Wells Fargo Nikko Investment Co. WF Equity Index Fund 2,032,619 2,334,954
WF Equity Index Fund, Series E 343,341 345,280
WF Money Market Fund for EBT 1,839,173 1,839,173
----------- ----------
4,215,133 4,519,407
United States Treasury Treasury Notes, 9.250% due 1/15/96 277,734 283,018
Treasury Notes, 7.875% due 7/31/96 991,969 984,445
----------- ----------
Total Treasury Notes and Bonds 1,269,703 1,267,463
United States Treasury Treasury Bill, due 10/21/93 293,990 293,990
Treasury Bill, due 11/18/93 292,400 292,400
Treasury Bill, due 12/16/93 291,573 291,573
----------- ----------
Total Treasury Bills 877,963 877,963
Total Investments $ 6,362,799 $6,664,833
=========== ==========
<FN>
*Party-in-Interest
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS PLAN OF
CENTRAL ILLINOIS LIGHT COMPANY
"Item 27(d) - Schedule of Reportable Transactions"
For the Year Ended December 31, 1993
<CAPTION>
Section (h)
Section (a) & (b) Section (c) Section (d) Section (g) Current Value Section (i)
Identity of Party Involved & Purchase Selling Cost of Asset on Net
Description of Asset Price Price of Asset Transaction Date Gain/(Loss)
- - - - - - - - - ---------------------------- ---------- ---------- ---------- ---------------- ----------
<S> <C> <C> <C> <C> <C>
*CILCORP Inc. - Common stock $ 4,195,743 $ 8,123,752 $ 4,670,516 $ 8,123,752 $ 3,453,236
*First of America Bank -
Temporary Investment Fund 6,456,600 13,216,664 13,216,664 13,216,664 -
*First of America Bank -
Parkstone Prime Obligation
Money Market Fund 23,126,182 18,700,794 18,700,794 18,700,794 -
U. S. Government - Treasury Bonds 7,916,734 2,622,994 2,586,245 2,622,994 36,749
*Wells Fargo Institutional Trust Company 14,195,673 12,335,237 11,018,942 12,335,237 1,316,295
(Includes Money Market Fund and
Equity Index Fund Transactions)
<FN>
*Party-in-Interest
</TABLE>
<PAGE>
SIGNATURES
----------
The Plan, pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPLOYEES' SAVINGS PLAN OF
CENTRAL ILLINOIS LIGHT COMPANY
June 24, 1994 By T. S. Romanowski
------------------------
T. S. Romanowski, Member
Savings Plan Committee
<PAGE>
CILCORP Inc.
Exhibit Index to Annual Report on Form 11-K for 1993
Employees' Savings Plan
of
Central Illinois Light Company
Exhibit No. Description Page No.
- - - - - - - - - ---------- ----------- -------
24 Consent of Arthur Andersen & Co. 30
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in CILCORP Inc.'s previously filed Registration No. 2-97103, of our
report dated June 3, 1994, included in this Form 10-K/A.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
June 24, 1994
