PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 30, 1994)
$65,000,000
Central Illinois Light Company
First Mortgage Bonds, Medium-Term Note A Series
Due From One Year to Thirty Years From Date of Issue
---------------
Central Illinois Light Company (the "Company") may from time to time
offer its First Mortgage Bonds, Medium-Term Note A Series (the "Offered
Bonds) in the aggregate principal amount of $65,000,000, subject to reduction
as a result of the sale of other New Bonds, as described in the accompanying
Prospectus. The Offered Bonds will be issued under the Company's Indenture
of Mortgage and Deed of Trust, dated as of April 1, 1933, as amended and
supplemented. Each Offered Bond will mature from one year to thirty years
from its date of issue (the "Issue Date") as selected by the purchaser and
agreed to by the Company. An Offered Bond may include provisions permitting
its redemption at the option of the Company prior to maturity.
Unless otherwise specified in a supplement to this Prospectus Supplement
(a "Pricing Supplement"), each Offered Bond will bear interest at a fixed
rate per annum (the "Interest Rate") payable semiannually in arrears on the
dates (each, an "Interest Payment Date") determined by the Company at or
prior to the sale thereof. The Interest Rate and Interest Payment Dates of
an Offered Bond may vary from those of other Offered Bonds issued by the
Company.
The aggregate principal amount of each series, the Interest Rate, the
Interest Payment Dates, purchase price, maturity, redemption terms, if any,
and any other terms of the Offered Bonds will be established at the time of
issuance and will be set forth in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement and
except as described herein, each Offered Bond will be represented by one or
more global Offered Bonds (representing all Offered Bonds having the same
Issue Date with identical terms and provisions) registered in the name of a
nominee of The Depository Trust Company, as depository ("DTC"). Beneficial
interests in global Offered Bonds will be shown on, and transfers thereof
will be effected only through, the records maintained by DTC and its
participants on its book-entry system. See "Certain Terms of the Offered
Bonds" in this Prospectus Supplement and "Description of the New Bonds -
Book-Entry Only System" in the accompanying Prospectus.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO
OR THE ACCOMPANYING PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
=========================================================================
Price to Agents' Proceeds to the
Public<F1> Commissions Company<F2><F3>
-------------------------------------------------------------------------
Per Offered Bond . . . 100.00% .150%-.750% 99.85%-99.25%
-------------------------------------------------------------------------
Total . . . . . . . . . $65,000,000 $97,500-$487,500 $64,902,500-
$64,512,500
=========================================================================
[FN]
<F1> Unless otherwise specified in the applicable Pricing Supplement, the
price to the public will be 100% of the principal amount.
<F2> The Company will pay to the Agents a commission of from .150% to .750%
of the principal amount of any Offered Bond, depending upon the maturity,
sold through an Agent. Unless otherwise indicated in the applicable Pricing
Supplement, any Offered Bond sold to an Underwriter shall be purchased by
such Underwriter at a price equal to 100% of the principal amount thereof
less the percentage equal to the commission applicable to an agency sale of
an Offered Bond of identical maturity and may be resold by such Underwriter.
<F3> Before deduction of expenses estimated at $241,000, which includes
certain expenses of the Agents, which are payable by the Company. See "Plan
of Distribution."
--------------
The Offered Bonds are being offered on a continuous basis by the Company
through the Agents, which have agreed to use their reasonable best efforts to
solicit offers to purchase the Offered Bonds. The Company may sell Offered
Bonds at a discount to each Agent for its own account or for resale to one or
more investors at varying prices related to prevailing market prices at the
time of resale. The Company also may arrange for Offered Bonds to be sold
through each Underwriter or may sell Offered Bonds directly to investors on
its own behalf. The Offered Bonds will not be listed on any securities
exchange, and there can be no assurance that the Offered Bonds offered by
this Prospectus Supplement will be sold or that there will be a secondary
market for the Offered Bonds. The Company reserves the right to withdraw,
cancel or modify the offer made hereby without notice. The Company or an
Agent may reject an offer, whether or not solicited, in whole or in part.
See "Plan of Distribution."
NatWest Markets PaineWebber Incorporated
The date of this Prospectus Supplement is December 1, 1994.
<PAGE>
CERTAIN CONSOLIDATED FINANCIAL INFORMATION
(Thousands of dollars, except ratios and percentages)
Twelve Months Ended
-------------------------------------------------------
September
December 31, 30,
-------------------------------------------- ---------
1989 1990 1991 1992 1993 1994
(unaudited)
Income Summary:
Operating Revenues $426,302 $432,961 $454,602 $433,739 $453,878 $471,693
Net Income . . . . . 44,430 40,966 44,231 35,636 37,678 33,119
<F1>
Net Income
Available for Common
Stock . . . . . . . . 39,989 36,525 39,790 31,195 33,635 30,228
<F1>
Ratio of Earnings
to Fixed Charges . . 3.71 3.55 3.74 3.12 3.20 3.10
Outstanding at As adjusted(2)
September 30, -----------------
1994 Amount Percent
------------- -------- --------
(unaudited)
Capitalization Summary:
Common Shareholder's Equity . . . . . $310,764 $310,764 45.42%
Preferred Stock Without
Mandatory Redemption . . . . . . . . 44,120 44,120 6.45
Preferred Stock With
Mandatory Redemption . . . . . . . . 22,000 22,000 3.22
Long-Term Debt, Net . . . . . . . . . 278,350 307,350 44.93
Total Capitalization . . . . . . . $655,234 $684,234 100.00%
======= ======= ======
_________________
[FN]
<F1> Includes effect of an after-tax charge of approximately
$3.7 million based upon (i) disallowed plant cost stemming
from an Illinois Commerce Commission investigation of the
Company's Springfield gas operations and (ii) the payment
of $1 million to the federal government pursuant to the
terms of a federal court consent decree which concluded
an investigation by federal agencies into those same
operations. These investigations resulted from a 1992
incident involving the Company's Springfield gas
distribution system which is discussed in the incorporated
documents.
<F2> Adjusted to reflect the issuance of the Offered Bonds and
the anticipated application of a portion of the net
proceeds to refund certain of the Company's previously
issued first mortgage bonds.
CERTAIN TERMS OF THE OFFERED BONDS
The following information concerning the Offered Bonds supplements and
should be read in conjunction with the statements under "Description of New
Bonds" in the accompanying Prospectus. The following description will apply
to the Offered Bonds unless otherwise specified in the applicable Pricing
Supplement. The particular terms of each Offered Bond will be described in
the applicable Pricing Supplement.
General. The Offered Bonds will be issued pursuant to the Mortgage (as
defined in the accompanying Prospectus) as supplemented by the Supplemental
Indenture dated as of November 1, 1994 relating to the Offered Bonds, with
Offered Bonds having the same Issue Date and identical terms and provisions
being a separate new series thereunder.
Unless otherwise specified in the applicable Pricing Supplement, each
Offered Bond will be issued under a book-entry system and not in certificated
form, except as described under "Description of New Bonds - Book-Entry Only
System" in the accompanying Prospectus.
The Offered Bonds are being offered on a continuous basis and will
mature from one year to thirty years from the Issue Date, as selected by the
purchaser and agreed to by the Company. The authorized denominations of
Offered Bonds will be $1,000 or any multiple authorized by the Company.
The Pricing Supplement relating to each Offered Bond will describe the
following terms: (1) the purchase price of such Offered Bond (the "Issue
Price"), which may be expressed as a percentage of the principal amount at
which such Offered Bond will be issued; (2) the Issue Date; (3) the date on
which the principal of such Offered Bond will be payable (the "Maturity
Date"); (4) the Interest Rate; (5) the Interest Payment Dates; (6) the terms
for redemption, if any; and (7) other terms of such Offered Bond not
inconsistent with the provisions of the Mortgage.
Interest and Payment. Unless otherwise specified in the applicable
Pricing Supplement, each Offered Bond will bear interest from its Issue Date
at a fixed rate payable semiannually in arrears on the Interest Payment Dates
and upon the Maturity Date or earlier redemption. Principal and interest are
payable at Bankers Trust Company in New York City.
Unless otherwise indicated in the applicable Pricing Supplement, the
record date for interest payable with respect to each Offered Bond shall be
the fifteenth calendar day preceding the applicable Interest Payment Date.
Redemption of Offered Bonds. Reference is made to the applicable
Pricing Supplement for the redemption terms, if any, with respect to the
Offered Bonds.
PLAN OF DISTRIBUTION
The Offered Bonds are being offered on a continuous basis by the
Company through National Westminster Bank Plc, New York Branch and
PaineWebber Incorporated, acting as agents (each an "Agent" and together, the
"Agents"), which have agreed to use their reasonable best efforts to solicit
purchases of the Offered Bonds. Initial purchasers may propose certain terms
of the Offered Bonds, but the Company will have the right to accept orders to
purchase Offered Bonds and may reject proposed purchases in whole or in part.
The Agents will have the right, in their discretion reasonably exercised and
without notice to the Company, to reject any proposed purchase of Offered
Bonds in whole or in part. The Company will pay each Agent a commission, of
from .150% to .750% of the principal amount of the Offered Bonds sold through
it, depending upon the maturity of such Offered Bonds. The Company may
arrange for Offered Bonds to be sold through Natwest Capital Markets Limited
or PaineWebber Incorporated, acting as underwriter (each an "Underwriter"
and together, the "Underwriters") or may sell Offered Bonds directly to
investors on its own behalf. In the case of sales made directly by the
Company, no commission or discount will be paid or allowed. The Company may
also sell Offered Bonds to any Agent as principal for its own account at a
price to be agreed upon at the time of sale. Such Offered Bonds may be
resold at prevailing market prices, or at prices related thereto, at the
time of such resale, as determined by such Agent.
No Offered Bonds will have an established trading market when
issued. The Offered Bonds will not be listed on any securities exchange.
The Agents intend to make a market in the Offered Bonds, as permitted by
applicable laws and regulations, but are not obligated to do so and may
discontinue any market-making at any time without notice. No assurance can
be given as to the existence or liquidity of a secondary market for the
Offered Bonds in the future.
The Agents, acting as agent, may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended ("Securities
Act"). The Company has agreed to indemnify National Westminster Bank Plc,
New York Branch, Natwest Capital Markets Limited and PaineWebber Incorporated
against certain liabilities, including liabilities under the Securities Act
or to contribute to payments that they may be required to make in respect
thereof and, to reimburse them for, or pay, certain of their expenses,
including the fees and disbursements of their legal counsel.
<PAGE>
PROSPECTUS
- ----------
$65,000,000
CENTRAL ILLINOIS LIGHT COMPANY
First Mortgage Bonds
-----------------
Central Illinois Light Company (the "Company") intends to offer
from time to time up to $65,000,000 aggregate principal amount of First
Mortgage Bonds (the "New Bonds") in one or more series at prices and on terms
to be determined when the agreement to sell is made or at the time of sale.
For each issue of New Bonds for which this Prospectus is being delivered
("Offered Bonds"), there is an accompanying Prospectus Supplement or
Prospectus Supplements (the "Prospectus Supplement") that sets forth the
series designation, aggregate principal amount of the issue, purchase price,
maturity, interest rate or rates (which may be either fixed or variable),
and/or method of determination of such rate or rates, times of payment of
interest, the place where the principal of and interest on the Offered Bonds
will be payable, the denominations in which the Offered Bonds are authorized
to be issued, whether the Offered Bonds are issued in registered form, in
bearer form, or both, whether all or a portion of the Offered Bonds will be
issued in global form, redemption terms, if any, and other special terms of
the Offered Bonds.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
The New Bonds may be sold directly by the Company or through agents
designated from time to time or through underwriters or dealers or a group of
underwriters. If any agents of the Company or any underwriters are involved
in the sale of the Offered Bonds in respect of which this Prospectus is being
delivered, the names of such agents or such underwriters, the initial price
to the public, any applicable commissions or discounts and the proceeds to
the Company with respect to such Offered Bonds are set forth in the
Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for underwriters or agents.
------------------
The date of this Prospectus is November 30, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"), including information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company.
Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048 and Chicago Regional Office, Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information contained herein relating to The
Depository Trust Company ("DTC") and the book-entry only system has been
furnished by DTC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
under the Exchange Act are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and
June 30, 1994.
3. Current Report on Form 8-K dated September 16, 1994.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be made a
part hereof from the date of filing of such documents; provided, however,
that the documents enumerated above or subsequently filed by the Company
pursuant to Section 13 of the Exchange Act prior to the filing with the
Commission of the Company's most recent Form 10-K shall not be incorporated
by reference in this Prospectus or be a part hereof from and after the filing
of such Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is deemed to be
incorporated by reference herein or in the Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for copies of such
documents should be directed to John G. Sahn, Esq., Secretary, Central
Illinois Light Company, 300 Liberty Street, Peoria, Illinois 61602, telephone
number (309) 675-8822. The information relating to the Company contained in
this Prospectus does not purport to be comprehensive and should be read
together with the information contained in the documents incorporated herein
by reference.
<PAGE>
THE COMPANY
The Company, incorporated under the laws of Illinois in 1913 as a
public utility, generates, transmits, distributes and sells electric energy,
and purchases, distributes and sells natural gas in central and east central
Illinois. The Company renders electric service in an area of approximately
3,700 square miles to 136 communities (including Peoria, Pekin, Lincoln and
Morton) having an aggregate population of approximately 422,000. At
December 31, 1993, the Company had approximately 190,000 retail electric
customers. Gas service is provided in an area of approximately 4,500 square
miles to customers in 128 communities (including Peoria, Pekin, Lincoln and
Springfield) having an aggregate population of approximately 452,000. At
December 31, 1993, the Company had approximately 196,000 gas customers,
including 668 industrial and commercial gas transportation customers that
purchase gas directly from suppliers for transportation through the Company's
system.
The Company is a subsidiary of CILCORP Inc. which owns all of the
outstanding common stock of the Company. The principal executive offices of
the Company are located at 300 Liberty Street, Peoria, Illinois 61602, and
the telephone number is (309) 677-5168.
USE OF PROCEEDS
The Company is offering hereby a maximum of $65,000,000 aggregate
principal amount of New Bonds. The net proceeds to be received from the sale
of the Offered Bonds will be used to refund certain of the Company's
previously issued first mortgage bonds and for other corporate purposes. The
use of the proceeds derived from any particular series of Offered Bonds can
be determined by reference to the related Prospectus Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Ended
-------------------
December 31,
------------ June 30,
1994
1989 1990 1991 1992 1993 (Unaudited)
Ratio of Earnings to Fixed ---- ---- ---- ---- ---- -----------
Charges . . . . . . . . . 3.71 3.55 3.74 3.12 3.20 3.36
DESCRIPTION OF NEW BONDS
General. The New Bonds are to be issued under and secured by the
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1933, between
Illinois Power Company and Bankers Trust Company, as Trustee, as amended and
supplemented by various supplemental Indentures thereto and assumed by the
Company and as to be further supplemented by one or more supplemental
Indentures thereto relating to the New Bonds (the "Supplemental Indenture"),
all of which are collectively referred to as the "Mortgage." The statements
herein concerning the New Bonds and the Mortgage are an outline and do not
purport to be complete. They make use of defined terms and are qualified in
their entirety by express reference to the cited provisions of the Mortgage.
Reference is made to the Prospectus Supplement for the following
terms of the Offered Bonds (among others): (i) the designation, series and
aggregate principal amount of the Offered Bonds; (ii) the percentage or
percentages of their principal amount at which such Offered Bonds will be
issued; (iii) the date or dates on which the Offered Bonds will mature; (iv)
the rate or rates (which may be either fixed or variable), and/or the method
of determination of such rate or rates, per annum at which the Offered Bonds
will bear interest; (v) the times at which such interest will be payable;
(vi) the place where the principal of and interest on the Offered Bonds will
be payable; (vii) the denominations in which the Offered Bonds are authorized
to be issued; (viii) redemption terms, if any; (ix) whether the Offered Bonds
will be issued in registered form, in bearer form or both; (x) whether all or
a portion of the Offered Bonds will be issued in global form; and (xi) any
other terms or provisions relating to such Offered Bonds which are not
inconsistent with the provisions of the Mortgage.
The Mortgage does not contain any covenants or other provisions
that are specifically intended to afford holders of the New Bonds special
protection in the event of a highly leveraged transaction.
If designated in the Prospectus Supplement, a particular series of
Offered Bonds may be issued initially in global form under a book-entry only
system and registered in the name of CEDE & Co., as registered bondholder and
nominee for DTC. DTC will act as securities depository for any Offered Bonds
initially issued in global form. Individual purchases of Book-Entry
Interests (as herein defined) in such Offered Bonds will be made in book-
entry form. Purchasers of Book-Entry Interests in Offered Bonds will not
receive certificates representing their interests in such Offered Bonds. So
long as CEDE & Co., as nominee of DTC, is the bondholder, references herein
to the bondholders or registered owners will mean CEDE & Co., rather than the
owners of Book-Entry Interests in Offered Bonds.
Book-Entry Only System. DTC advises that it is a limited purpose
trust company organized under the laws of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities of its participants
(the "DTC Participants") and to facilitate the clearance and settlement of
securities transactions among DTC Participants in such securities through
electronic book-entry changes in accounts of the DTC Participants, thereby
eliminating the need for physical movement of securities certificates. DTC
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to the DTC book-entry system is also
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (the "Indirect Participants").
DTC Participants purchasing Book-Entry Interests in any Offered
Bonds will not receive certificates. Each DTC Participant will receive a
credit balance in the records of DTC in the amount of such DTC Participant's
interest in such Offered Bonds, which will be confirmed in accordance with
DTC's standard procedures. The ownership interest of each actual purchaser
of a Book-Entry Interest in an Offered Bond (the "Book-Entry Interests") will
be recorded through the records of the DTC Participant or through the records
of the Indirect Participant. Owners of Book-Entry Interests will receive
from the DTC Participant or Indirect Participant a written confirmation of
their purchase providing details of the Book-Entry Interests acquired.
Transfers of Book-Entry Interests will be accomplished by book entries made
by DTC and by the DTC Participants or Indirect Participants who act on behalf
of the owners of Book-Entry Interests. Owners of Book-Entry Interests will
not receive certificates representing their ownership of Book-Entry Interests
with respect to any Offered Bonds except as described below upon the
resignation of DTC.
Under the Mortgage, payments made by the Trustee to DTC or its
nominee will satisfy the Company's obligations under the Mortgage to the
extent of the payments so made. Owners of Book-Entry Interests will not be
or be considered by the Company or the Trustee to be, and will not have any
rights as, holders of first mortgage bonds under the Mortgage.
NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR
OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A
BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS
OF THE TRUSTEE AS BEING A BONDHOLDER WITH RESPECT TO: (1) ANY OFFERED BONDS;
(2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR
INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR
INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST
IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON SUCH OFFERED BONDS; (4) THE
DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE
TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS REQUIRED OR PERMITTED UNDER
THE TERMS OF THE MORTGAGE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF
THE OWNERS OF A BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY
PARTIAL REDEMPTION OF ANY OFFERED BONDS; OR (6) ANY CONSENT GIVEN OR OTHER
ACTION TAKEN BY DTC AS BONDHOLDER.
Principal and redemption price of, and interest payments on Offered
Bonds registered in the name of DTC or its nominee will be made to DTC or
such nominee, as registered owner of such Offered Bonds. Disbursal of such
payments to the owners of Book-Entry Interests is the responsibility of DTC,
the DTC Participants and, where appropriate, Indirect Participants. Upon
receipt of moneys, DTC's current practice is to credit the accounts of the
DTC Participants immediately in accordance with their respective holdings
shown on the records of DTC. Payments by DTC Participants and Indirect
Participants to owners of Book-Entry Interests will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name",
and will be the responsibility of such DTC Participant or Indirect
Participant and not of DTC, the Company or the Trustee, subject to any
statutory and regulatory requirements as may be in effect from time to time.
DTC Participants and Indirect Participants carry the "position" of
the ultimate Book-Entry Interest owner on their records, and will be
responsible for providing information to the ultimate Book-Entry Interest
owner as to the Offered Bonds in which the Book-Entry Interest is held, debt
service payments received, and other information. Each person for whom a DTC
Participant or Indirect Participant acquires an interest in Offered Bonds, as
nominee, may desire to make arrangements with such DTC Participant or
Indirect Participant to receive a credit balance in the records of such DTC
Participant or Indirect Participant, to have all notices or other
communications to or by DTC which may affect such person forwarded in writing
by such DTC Participant or Indirect Participant, and to have notification
made of all debt service payments.
Purchasers, transfers and sales of Book-Entry Interests by the
ultimate Book-Entry Interest owners may be made through book entries made by
DTC Participants or Indirect Participants or others who act for the ultimate
Book-Entry Interest owner. The Trustee and the Company have no role in those
purchases, transfers or sales.
Owners of Book-Entry Interests may be charged a sum sufficient to
cover any tax, fee, or other governmental charge that may be imposed in
relation to any transfer or exchange of a Book-Entry Interest.
The Trustee will recognize and treat DTC (or any successor
securities depository) or its nominee as the holder of Offered Bonds
registered in its name or the name of its nominee for all purposes, including
payment of debt service, notices, enforcement of remedies, and voting.
Crediting of debt service payments and transmittal of notices and other
communications by DTC to DTC Participants, by DTC Participants to Indirect
Participants and by DTC Participants and Indirect Participants to the
ultimate Book-Entry Interest owners are the responsibility of those persons
and will be handled by arrangements among them and are not the responsibility
of the Trustee or the Company.
The Trustee, so long as a book-entry system is used for the Offered
Bonds, will send any notices required by the Mortgage to be sent to holders
of such Offered Bonds only to DTC (or such successor securities depository)
or its nominee. Any failure of DTC to advise any DTC Participant, or of any
DTC Participant or Indirect Participant to notify the Book-Entry Interest
owner, of any such notice and its content or effect will not affect the
validity of the redemption of the Offered Bonds called for redemption, or any
other action premised on that notice. In the event of a call for redemption,
the Trustee's notification to DTC will initiate DTC's standard call process,
and, in the event of a partial call, its lottery process by which the call
will be randomly allocated to DTC Participants holding positions in the
Offered Bonds to be redeemed. When DTC and DTC Participants allocate the
call for redemption, the owners of the Book-Entry Interests that have been
called will be notified by the broker or other person responsible for
maintaining the records of those interests and subsequently credited by that
person with the proceeds once such Offered Bonds are redeemed.
The Company and the Trustee cannot and do not give any assurances
that DTC, DTC Participants or others will distribute payments of debt service
on Offered Bonds made to DTC or its nominee as the registered owner, or any
redemption or other notices, to the Book-Entry Interest owners, or that they
will do so on a timely basis, or that DTC will serve and act in the manner
described in this Prospectus.
The Company understands that the current "Rules" applicable to DTC
are on file with the Securities and Exchange Commission, and that the current
"Procedures" of DTC to be followed in dealing with DTC Participants are on
file with DTC.
If DTC is at any time unwilling or unable to continue as
depository, and a successor depository is not appointed by the Company within
90 days, the Company will issue individual certificates to owners of Book-
Entry Interests in exchange for the Offered Bonds held by DTC or its nominee.
In addition, if the Company so determines, an owner of a Book-Entry Interest
may, on terms acceptable to the Company and DTC, exchange such Book-Entry
Interest for a certificate. In any such instance, an owner of a Book-Entry
Interest will be entitled to physical delivery of certificates equal in
principal amount to such Book-Entry Interest and to have such certificates
registered in its name. Individual certificates so issued will be issued in
denominations of $1,000 or any multiple thereof.
Form and Exchanges. Unless otherwise set forth in the Prospectus
Supplement, New Bonds in definitive form will be issued only as registered
bonds without coupons in denominations of $1,000 or any multiple thereof
authorized by the Company. New Bonds will be exchangeable for a like
aggregate principal amount of the same series of New Bonds of other
authorized denominations, and will be transferable, at the office or agency
of the Company in New York City, and at such other office or agency of the
Company as the Company may from time to time designate, in either case
without payment, until further action by the Company, of any charge other
than for any tax or taxes or other governmental charge required to be paid by
the Company. Unless otherwise set forth in the Prospectus Supplement,
Bankers Trust Company will act as agent for payment, registration, transfer
and exchange of the New Bonds in New York City.
Interest and Payment. Reference is made to the Prospectus
Supplement for the interest rate or rates (which may be either fixed or
variable) and/or the method of determination of such rate or rates of the
Offered Bonds and the date or dates on which such interest is payable.
Unless otherwise specified in the Prospectus Supplement, principal and
interest are payable in U.S. dollars at Bankers Trust Company in New York
City.
Redemption and Purchase of New Bonds. The New Bonds may be
redeemable, in whole or in part, on not less than 30 days' notice (a) at
specified regular redemption prices, if any, if redeemed at the option of the
Company, or (b) at specified special redemption prices, if any, if redeemed
with cash deposited under the maintenance provisions of the Mortgage (Section
43) or by the use of proceeds of property released pursuant to the eminent
domain provisions of the Mortgage (Section 67). Reference is made to the
Prospectus Supplement for the redemption terms, if any, of the Offered Bonds.
Priority and Security. The New Bonds will rank pari passu as to
security with the bonds of the other series outstanding under the Mortgage,
which, in the opinion of the Director-General Counsel of the Company, is a
direct first lien, subject only to excepted encumbrances (as defined in the
Mortgage, Section 2), on substantially all of the properties and franchises
of the Company used and useful in its public utility business (the principal
properties being its generating plants and its electric transmission and gas
distribution systems), other than cash, accounts and notes receivables,
securities and any materials, supplies or equipment manufactured or acquired
for the purpose of sale or resale in the usual course of business.
The Mortgage contains provisions subjecting to the lien thereof any
property, other than property of the kind excepted above, acquired by the
Company after the date of delivery of the Mortgage.
The Mortgage permits the acquisition of property subject to prior
liens existing at the time of acquisition, but the Mortgage (Section 30)
provides that no bonds may be authenticated nor funded cash be withdrawn nor
funded property be released upon the basis of any property additions (as
defined in the Mortgage, Section 4) subject to prior liens unless money is
deposited for the purchase, payment or redemption of the prior lien bonds
secured by such prior liens.
By Section 32 of the Mortgage, bonds issued upon the basis of
specially classified properties (as defined in the Mortgage, Section 6, i.e.,
property additions other than electric, gas or steam properties, or property
additions not located in Illinois and not connected with the Company's
system), and certain other items, shall not exceed 15% of the principal
amount of bonds outstanding under the Mortgage.
Issuance of Additional Bonds. The Mortgage permits the issuance of
additional bonds (a) to the extent of 60% of the cost or then fair value to
the Company, whichever is less, of unfunded property additions (as defined in
the Mortgage, Section 4 and 5) (Section 28), (b) in an amount equal to the
principal amount of bonds authenticated and delivered under the Mortgage
which have been paid, retired, redeemed or canceled (Section 34) or (c) upon
the deposit of cash equal to the principal amount of bonds requested (Section
35). Deposited cash may be withdrawn in lieu of the authentication of bonds
to which the Company would otherwise be entitled or against 60% of unfunded
property additions certified to the Trustee or against the deposit of bonds
or may be applied to the purchase or redemption of bonds (Section 36 and 37).
Additional bonds may not be authenticated under (a) or (c) above
(or under certain circumstances under (b) above) unless net earnings (as
defined in the Mortgage, Section 9) for twelve consecutive months within the
fifteen preceding calendar months shall have been at least equal to twice the
annual interest requirements on, or at least 12% of, the principal amount of
all bonds outstanding, including those proposed to be authenticated and all
outstanding prior lien indebtedness (Section 31). Net earnings are computed
before charges for renewals, replacements and depreciation but after
deducting the amount by which 15% of the gross operating revenues during such
period exceed the amount expended for current repairs and maintenance. The
aggregate cost of electric energy, gas and steam purchased for resale is
deducted in computing gross operating revenues. Under the Mortgage, the
Company could issue approximately $130 million of additional bonds upon the
basis of unfunded property additions at September 30, 1994.
Maintenance Provisions. The Mortgage (Section 43) provides for the
annual deposit with the Trustee of cash or bonds (or in lieu thereof the
certification of unfunded property additions) equal to the amount, if any, by
which 15% of the gross earnings (as defined in the Mortgage, Section 43)
during the preceding calendar year exceeds the aggregate amounts expended
during such period for repairs, maintenance and replacements. The aggregate
cost of electric energy, gas and steam purchased for resale is deducted in
computing gross earnings. A credit balance established in any year may be
carried forward and utilized to meet the requirements during a later period
or to effect the withdrawal of deposited cash or bonds or to unfund property
previously certified.
Release and Substitution of Property. The Mortgage (Section 65)
provides that, subject to various limitations, property may be released from
the lien thereof, whether or not sold or otherwise disposed of by the
Company, upon the basis of cash deposited with the Trustee, purchase money
obligations or bonds delivered to the Trustee, prior lien bonds delivered to
the Trustee or reduced or assumed, or unfunded property additions certified
to the Trustee.
The Mortgage (Section 67) permits the cash proceeds of released
property to be withdrawn against unfunded property additions certified to the
Trustee or against the deposit of bonds or the deposit or reduction of prior
lien bonds or to be applied to the purchase or redemption of bonds.
Restrictions on Common Stock Dividends. The Articles of
Incorporation, as amended, of the Company provide that no dividends shall be
paid on the Company's common stock out of paid-in surplus or any surplus
created by a reduction of stated capital or capital stock, or out of earned
surplus if at the time of declaration there shall not remain to the credit of
earned surplus account (after deducting therefrom the amount of such
dividends) an amount at least equal to two times the annual dividend
requirements on all then outstanding shares of the Company's Preferred Stock
and the Company's Class A Preferred Stock. The amount of earned surplus so
restricted at September 30, 1994 was $6,317,219.
Regarding the Trustee. Bankers Trust Company, New York, New York,
is the Trustee under the Mortgage. Such bank is a depositary of the Company,
and the Company from time to time makes short-term borrowings from such bank.
Enforcement Provisions. The Mortgage (Section 73) provides that,
upon the occurrence of certain events of default, the Trustee or the holders
of 20% in principal amount of outstanding bonds may declare the principal of
all outstanding bonds immediately due and payable, but that, upon the curing
of any such default, the holders of a majority in principal amount of
outstanding bonds may annul such declaration and its consequences.
The holders of a majority in principal amount of outstanding bonds
may direct the method and place of conducting any proceeding for the
enforcement of the Mortgage (Section 77). No holder of any bond has any
right to institute any proceeding to enforce the Mortgage or any remedy
thereunder, unless such holder shall have previously given to the Trustee
written notice of a default and the holders of 20% in principal amount of
outstanding bonds shall have requested the Trustee to take action and offered
to the Trustee indemnity against costs, expenses and liabilities (Section
87). The Trustee is required to take notice of or to take action in respect
of any default or otherwise, or toward the execution or enforcement of any of
the trusts created under the Mortgage, or to institute, appear in or defend
any suit or other proceedings in connection therewith, only if requested in
writing by the holders of a majority in principal amount of the bonds then
outstanding and if properly indemnified to its satisfaction (Section 100).
Modification of Mortgage. The Mortgage currently provides for the
amendment or modification of the Mortgage in only limited respects, none of
which may have an adverse effect upon holders of then outstanding bonds. The
Company, in the Supplemental Indenture, reserves the right, without any
consent or other action by holders of the New Bonds, or any subsequent series
of bonds, to amend the Mortgage to provide that the Mortgage, the rights and
obligations of the Company and the rights of the bondholders may be modified
with the consent of the holders of not less than 60% in principal amount of
the bonds adversely affected; provided, however, that no modification shall
(1) extend the time, or reduce the amount, of any payment on any bond,
without the consent of the holder of each bond so affected, (2) permit the
creation of any lien, not otherwise permitted, prior to or on a parity with
the lien of the Mortgage, without the consent of the holders of all bonds
then outstanding, or (3) reduce the above percentage of the principal amount
of bonds, the holders of which are required to approve any such modification,
without the consent of the holders of all bonds then outstanding.
Defaults and Notice Thereof. By Section 73 of the Mortgage, the
following events are defined as "completed defaults": default in the payment
of principal of any bond; default for 90 days in the payment of interest on
any bond; default in the payment of principal or interest on prior lien
bonds; default in the covenants with respect to bankruptcy, insolvency or
receivership; and default for 90 days after notice in the performance of
other covenants. By Section 59 of the Mortgage, a failure by the Company to
deposit or direct the application of money for the redemption of bonds called
for redemption also constitutes a completed default under the Mortgage. The
Trustee may withhold notice of default (except in payment of principal,
interest or any fund for the retirement of bonds) if the Trustee determines
that it is in the interests of the bondholders (Supplemental Indenture dated
as of April 1, 1940, Article Three, Section 5).
Evidence as to Compliance with Conditions and Covenants. The
Mortgage requires the Company to furnish to the Trustee, among other things,
a certificate of officers and an opinion of counsel as evidence of compliance
with conditions precedent provided for therein; a certificate of an engineer
(who, in certain instances, must be an independent engineer) with respect to
the fair value of property certified or released; and a certificate of an
accountant (who, in certain circumstances, must be an independent public
accountant) as to compliance with the net earnings requirement. Various
certificates and other documents are required to be filed periodically or
upon the happening of certain events. These include an annual certificate as
to the absence of any default under the Mortgage.
Discharge of Mortgage. The Mortgage (Section 114) provides that,
whenever all indebtedness secured thereby shall have been paid, the Company
may instruct the Trustee to cancel and discharge the lien of the Mortgage.
Under the Mortgage, money deposited with the Trustee for the purchase,
payment or redemption of bonds shall be deemed paid with respect to such
bonds.
EXPERTS
The financial statements of the Company and supplemental financial
statement schedules included in the Company's latest Annual Report on Form
10-K incorporated herein by reference have been audited by Arthur Andersen
LLP, independent public accountants, as stated in their report included in
the Company's latest Annual Report on Form 10-K. The financial statements
and supplemental financial statement schedules thereto included in the
Company's latest Annual Report on Form 10-K are incorporated by reference
herein in reliance upon the authority of that firm as experts in accounting
and auditing in giving said report.
The statements made as to matters of law and legal conclusions in
the documents incorporated by reference herein as set forth under
"Description of New Bonds" herein have been reviewed by Timothy W. Kirk,
Esq., Director-General Counsel of the Company, and are set forth in reliance
upon his opinion as an expert.
LEGAL OPINIONS
The legality of the securities offered hereby will be passed upon
for the Company by Timothy W. Kirk, Esq., Director-General Counsel of the
Company, and by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza,
New York, New York, counsel to the Company, and for any underwriter, dealer
or agent by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds in any of three ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
institutional purchasers or to a single purchaser; or (iii) through agents.
The Prospectus Supplement with respect to the Offered Bonds sets forth the
terms of the offering of the Offered Bonds, including the name or names of
any underwriters, dealers or agents, the purchase price of the Offered Bonds
and the net proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale, such New Bonds will be
acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time
of sale. The New Bonds may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters as
may be designated by the Company, or directly by one or more of such firms.
The underwriter or underwriters with respect to a particular underwritten
offering of Offered Bonds are named in the Prospectus Supplement relating to
such offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters are set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriter or underwriters to purchase
the Offered Bonds will be subject to certain conditions precedent, and the
underwriter or underwriters will be obligated to purchase all the Offered
Bonds if any are purchased except that, in certain cases involving a default
by one or more underwriters, less than all of the Offered Bonds may be
purchased.
Offered Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the Offered Bonds in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will
be set forth, in the Prospectus Supplement. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by specified
institutions to purchase Offered Bonds from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject to those conditions set forth in
the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended.
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus or, with respect to particular Offered Bonds, the Prospectus
Supplement relating thereto, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or any underwriter, dealer or agent. Neither the delivery of this
Prospectus or any Prospectus Supplement nor any sale made hereunder shall
under any circumstances create an implication that there has been no change
in the affairs of the Company since the date hereof or thereof. This
Prospectus and any Prospectus Supplement do not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
<PAGE>
============================== ===========================
No dealer, salesperson or $65,000,000
other person has been
authorized to give any
information or to make any
representations other than Central Illinois
those contained in this Light Company
Prospectus Supplement
(including any Pricing
Supplement hereto) and the
Prospectus in connection with First Mortgage Bonds
the offer contained herein Medium-Term Note A Series
and, if given or made, such
information or representations
must not be relied upon as
having been authorized by the
Company or any Agent. Neither
the delivery of this -------------------
Prospectus Supplement PROSPECTUS SUPPLEMENT
(including any Pricing DECEMBER 1, 1994
Supplement hereto) and the -------------------
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an NatWest Markets
implication that there has
been no change in the affairs
of the Company since the dates PaineWebber Incorporated
as of which information is
given in this Prospectus
Supplement (including any
Pricing Supplement hereto) and
the Prospectus. This
Prospectus Supplement
(including any Pricing
Supplement hereto) and the
Prospectus do not constitute
an offer or solicitation by
anyone in any jurisdiction in
which such offer or
solicitation is not authorized
or in which the person making
such offer or solicitation is
not qualified to do so or to
anyone to whom it is unlawful
to make such offer or
solicitation.
--------------------
TABLE OF CONTENTS
Page
----
Prospectus Supplement
Certain Consolidated Financial
Information . . . . . . . . . S-2
Certain Terms of the Offered
Bonds . . . . . . . . . . . . S-2
Plan of Distribution . . . . S-3
Prospectus
Available Information . . . . . 2
Incorporation of Certain
Documents by Reference . . . 2
The Company . . . . . . . . . . 3
Use of Proceeds . . . . . . . . 3
Description of New Bonds . . . 3
Experts . . . . . . . . . . . . 9
Legal Opinions . . . . . . . . 9
Plan of Distribution . . . . . 9
================================== ===========================
