As filed with the Securities and Exchange Commission on November 3, 1994
Registration No. 33-____
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
CENTRAL ILLINOIS LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Illinois 37-0211050
(State of Incorporation) (I.R.S. Employer
Identification No.)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5168
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------------
THOMAS S. ROMANOWSKI
Vice President
Central Illinois Light Company
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5003
(Name and address, including zip code, and telephone number, including
area code, of agent for service)
It is respectfully requested that the Commission send copies of all
notices, orders and communication to:
JOHN H. BYINGTON, JR., Esq. PAUL C. KOSIN, Esq.
Winthrop, Stimson, Putnam & Chapman and Cutler
Roberts 111 West Monroe Street
One Battery Park Plaza Chicago, Illinois 60603
New York, New York 10004 (312) 845-3000
(212) 858-1000
--------------------------
Approximate date of commencement of proposed sale to the public: When market
conditions warrant after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Maximum Maximum Amount
Title of Each Class Amount Offering Aggregate of
of Securities to be to be Price Offering Registration
Registered Registered Per Unit<f*> Price<f*> Fee
-------------------------------------------------------------------------
First Mortgage Bonds. $65,000,000 100% $65,000,000 $22,414
=========================================================================
- ------------------------
[FN]
<f*> Estimated solely for the purpose of calculating the registration fee.
--------------------------
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=============================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
----------------------------------------------
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1994
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 ________ , 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>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing fee-Securities
and Exchange Commission . . . . . . . . . . . . $22,414
Trustee's fee . . . . . . . . . . . . . . . . . . 40,000
Printing of registration statement,
prospectus, etc. . . . . . . . . . . . . . . . 2,500
Fees of counsel . . . . . . . . . . . . . . . . . 71,000
Illinois Commerce Commission fee . . . . . . . . 58,000
Auditor's fee . . . . . . . . . . . . . . . . . . 15,000
Rating Agency fees . . . . . . . . . . . . . . . 20,000
Miscellaneous . . . . . . . . . . . . . . . . . . 12,086
------
Total . . . . . . . . . . . . . . . . . . . $241,000
=========
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide for the indemnification of any
person who, by reason of such person's status as a director or officer of the
Company (i) was or is a party, or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action or suit by or
in the right of the Company), against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe his or
her conduct was unlawful, and (ii) was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in
the right of the Company to procure a judgment in its favor, against expenses
(including attorney's fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit, if such
person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Company, provided that no
indemnification shall be made in respect of any claim, issue or matter in an
action or suit by or in the right of the Company as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Company, unless, and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The Company has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of
its directors and officers for certain of their liabilities and expenses.
Officers and directors of the Company are covered under this policy for
certain other liabilities and expenses.
Item 16. Exhibits.
1 - Form of Underwriting Agreement or Sales Agency Agreement, as
applicable (to be filed under cover of Form 8-K).
2(a)<f*> - Articles of Incorporation, as amended, of the Company.
(Designated in Form 10-K for the year ended December 31,
1980, File No. 1-2732, as Exhibit 3.)
2(b)<f*> - 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 November 1, 1994. (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, and 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), in Form 8-K dated January 29, 1993, File No.
1-2732, as Exhibit (4) and in Registration Statement No. 33-
56502, as Exhibits 2(c)(1), 2(c)(2) and 2(c)(3).
2(c) - Form of Supplemental Indenture.
2(d) - Form of New Bond is contained in the form of Supplemental
Indenture, Exhibit 2(c), to which reference is hereby made.
5 - Opinion of Timothy W. Kirk, Esq., Director-General Counsel of
the Company.
12 - Computation of ratio of earnings to fixed charges.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Timothy W. Kirk, Esq. is contained in his opinion
filed as Exhibit 5.
24 - Power of Attorney.
25 - Statement on Form T-1 of Bankers Trust Company.
- ------------------
[FN]
<f*> Incorporated herein by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; or
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided, however,
that the registrant need not file a post-effective amendment to
include the information required to be included by subsection
(i) or (ii) if such information is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act, which are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Each person whose signature appears below hereby authorizes
the agent for service named in the registration statement to execute in the
name of each such person, and to file, an amendment to the registration
statement pursuant to the above undertaking, which amendment may make such
other changes in the registration statement as the registrant deems
appropriate.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Peoria, State of Illinois, on the
3rd day of November, 1994.
CENTRAL ILLINOIS COMPANY
* R.W. SLONE
---------------------------------
(R.W. Slone, Chairman of the Board,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
* R.W. SLONE Chairman of the Board, November 3, 1994
------------ President and Chief
(R.W. Slone) Executive Officer
* T.S. ROMANOWSKI Vice President and November 3, 1994
----------------- Chief Financial
(T.S. Romanowski) Officer
* R.L. BEETSCHEN Controller November 3, 1994
----------------
(R.L. Beetschen)
* M. ALEXIS Director November 3, 1994
-----------
(M. Alexis)
* J.R. BRAZIL Director November 3, 1994
-------------
(J.R. Brazil)
* W. BUNN III Director November 3, 1994
-------------
(W. Bunn III)
Director November 3, 1994
-------------
(D.E. Connor)
* W.M. SHAY Director November 3, 1994
-----------
(W.M. Shay)
* K.E. SMITH Director November 3, 1994
------------
(K.E. Smith)
*R.N. ULLMAN Director November 3, 1994
------------
(R.N. Ullman)
* J.F. VERGON Director November 3, 1994
-------------
(J.F. Vergon)
* M.M. YEOMANS Director November 3, 1994
--------------
(M.M. Yeomans)
*By J.H. BYINGTON, JR. November 3, 1994
---------------------
(J.H. Byington, Jr.,
Attorney-in-fact)
DRAFT
11/3/94
Exhibit 2(c)
[FORM OF SUPPLEMENTAL INDENTURE]
=================================================================
INDENTURE
BETWEEN
CENTRAL ILLINOIS LIGHT COMPANY
AND
BANKERS TRUST COMPANY,
as Trustee under Indenture, dated as of April 1st, 1933, between
Illinois Power Company and Bankers Trust Company, as Trustee, as
amended and supplemented by Indenture between the same parties,
dated as of June 30th, 1933, and as supplemented and assumed by
Indenture dated as of July 1st, 1933, between Central Illinois
Light Company and Bankers Trust Company, as Trustee, and as
amended and supplemented by various Indentures between the same
parties bearing subsequent dates.
-----------------------
Dated as of ________ 1, 1994
=================================================================
<PAGE>
INDENTURE dated as of the 1st day of _______, 1994
(hereinafter sometimes referred to as this Supplemental
Indenture), between CENTRAL ILLINOIS LIGHT COMPANY, a corporation
of the State of Illinois (hereinafter sometimes called the
Company), party of the first part, and BANKERS TRUST COMPANY, a
corporation of the State of New York, as Trustee under the
Indenture of Mortgage and Deed of Trust between Illinois Power
Company and Bankers Trust Company, as Trustee, dated as of April
1st, 1933 (hereinafter sometimes called the Trustee), party of
the second part, as amended and supplemented by Supplemental
Indenture between said Illinois Power Company and said Trustee,
dated as of June 30th, 1933, and as amended, supplemented and
assumed by Indenture between the Company and said Trustee, dated
as of July 1st, 1933, and as amended and supplemented by various
Indentures between the Company and said Trustee bearing
subsequent dates (said Indenture of Mortgage and Deed of Trust as
amended, supplemented and assumed being hereinafter sometimes
referred to as the "Indenture").
WHEREAS, the Indenture provides for the issuance of
bonds thereunder in one or more series, the form of which series
of bonds to be substantially in the form set forth therein with
such insertions, omissions and variations as the Board of
Directors of the Company may determine; and
WHEREAS, the Company, by appropriate corporate action
in conformity with the terms of the Indenture, has duly
determined to create a series of bonds under the Indenture to be
designated as "First Mortgage Bonds, 12% Series due 1995"
(hereinafter sometimes referred to as the "bonds of the Twenty-
eighth Series"), the bonds of which series are to be limited in
principal amount to an aggregate of $65,000,000, are to consist
of registered bonds without coupons, are to bear interest at the
rate per annum set forth in the title thereof and are to mature
October 31, 1995; and
WHEREAS, the Company, by appropriate corporate action
in conformity with the terms of the Indenture, has duly
determined to create one or more additional series of bonds under
the Indenture, each such series to be created on the basis of the
cancellation of some or all of the bonds of the Twenty-eighth
Series, or on the basis of bonds so created being themselves
paid, retired or canceled, and designated as "First Mortgage
Bonds, Medium Term Note A Series" (all such series being
hereinafter collectively referred to as the "Medium Term Note A
Series"), the bonds of which are to be issued as registered bonds
without coupons and are to bear interest and mature at the rate
per annum (not in excess of 12%) and date set forth on the face
thereof; and
WHEREAS, the definitive registered bonds without
coupons of the Twenty-eighth Series (certain of the provisions of
which may be printed on the reverse side thereof) and the
Trustee's certificate of authentication to be borne by such bonds
are to be substantially in the following forms, respectively:
[GENERAL FORM OF REGISTERED BOND OF THE TWENTY-EIGHTH SERIES]
CENTRAL ILLINOIS LIGHT COMPANY
FIRST MORTGAGE BOND, 12% SERIES DUE 1995
Due October 31, 1995
No. ________ $_____________
<PAGE>
CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the
State of Illinois (hereinafter called the "Company"), for value
received, hereby promises to pay to or
registered assigns, on October 31, 1995, at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
N. Y., dollars in lawful money of the United
States of America, together with interest thereon from November
1, 1994 at the rate of twelve per centum (12%) per annum in like
dollars.
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds of the series designated in its title, all issued
and to be issued under and equally secured (except as to any
sinking fund established in accordance with the provisions of the
Mortgage hereinafter mentioned for the bonds of any particular
series) by an Indenture of Mortgage and Deed of Trust dated as of
April 1st, 1933, executed by Illinois Power Company to Bankers
Trust Company (hereinafter sometimes referred to as the
"Trustee"), as Trustee, as amended by Supplemental Indenture
dated as of June 30th, 1933, as assumed by the Company and as
amended and supplemented by Indentures between the Company and
the Trustee bearing subsequent dates, including the Supplemental
Indenture dated as of November 1, 1994 (all of which indentures
are herein collectively called the "Mortgage"), to which
reference is made for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the
holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
As more fully described in the Supplemental Indenture
establishing the terms and provisions of the bonds of this
series, the Company reserves the right, without any consent or
other action by holders of the bonds of this series, 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.
The principal hereof may be declared or may become due
on the conditions, with the effect, in the manner and at the time
set forth in the Mortgage, upon the occurrence of a completed
default as in the Mortgage provided.
The bonds of this series are not redeemable prior to
maturity.
The bonds of this series are issuable as registered
bonds without coupons in denominations of $1,000 and authorized
multiples of $1,000. In the manner and upon payment of the
charges prescribed in the Mortgage, registered bonds without
coupons of this series may be exchanged for a like aggregate
principal amount of fully registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, to the Trustee at its principal
corporate trust office in the Borough of Manhattan, The City of
New York, N. Y.
This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly
authorized attorney, at the office or agency of the Company in
the Borough of Manhattan, The City of New York, N. Y., upon
surrender and cancellation of this bond, and, thereupon, a new
fully registered bond of the same series for a like principal
amount will be issued to the transferee in exchange therefor as
provided in the Mortgage, and upon payment, if the Company shall
require it, of the charges therein prescribed. The Company and
the Trustee may deem and treat the person in whose name this bond
is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon
and for all other purposes.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through
the Company or any predecessor or successor corporation, under
any rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released
by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until Bankers
Trust Company, the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY has
caused this bond to be signed in its name by its President or a
Vice President by a facsimile of his signature and a facsimile of
its corporate seal to be printed hereon, attested by its
Secretary or an Assistant Secretary by a facsimile of his
signature.
Dated
CENTRAL ILLINOIS LIGHT COMPANY
By__________________________________
President
Attest:
_______________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By____________________________
Authorized Officer.
and
WHEREAS, the definitive registered bonds without
coupons of each series of the Medium Term Note A Series (certain
of the provisions of which may be printed on the reverse side
thereof) and the Trustee's certificate of authentication to be
borne by such bonds are to be substantially in the following
forms, respectively:
[GENERAL FORM OF REGISTERED BOND OF THE MEDIUM TERM NOTE A SERIES]
CENTRAL ILLINOIS LIGHT COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE A SERIES
No. ________ $_____________
Maturity ______ Interest Rate _______
CUSIP - ICC No. ____
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the
State of Illinois (hereinafter called the "Company"), for value
received, hereby promises to pay to or
registered assigns, on ___________, _____, at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, N. Y., dollars in lawful money of the
United States of America, and to pay to the registered owner
hereof interest thereon from the interest payment date
(___________ or __________) next preceding the date of this bond
(or, if this bond is dated between the record date for any
interest payment date and such interest payment date, then from
such interest payment date), at the rate of ________________ per
centum (_____%) per annum in like dollars, payable at its office
or agency on ____________ and _____________ in each year, until
the Company's obligation with respect to the payment of such
principal shall have been discharged. The interest so payable on
any ____________ or __________ will, subject to certain
exceptions provided in the Mortgage hereinafter mentioned, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the
__________ or __________, as the case may be, next preceding such
interest payment date, or, if such __________ or __________ shall
be a legal holiday or a day on which banking institutions in the
Borough of Manhattan, The City of New York, N. Y., are authorized
by law to close, the next preceding day which shall not be a
legal holiday or a day on which such institutions are so
authorized to close.
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds of the series designated in its title, all issued
and to be issued under and equally secured (except as to any
sinking fund established in accordance with the provisions of the
Mortgage hereinafter mentioned for the bonds of any particular
series) by an Indenture of Mortgage and Deed of Trust dated as of
April 1st, 1933, executed by Illinois Power Company to Bankers
Trust Company (hereinafter sometimes referred to as the
"Trustee"), as Trustee, as amended by Supplemental Indenture
dated as of June 30th, 1933, as assumed by the Company and as
amended and supplemented by Indentures between the Company and
the Trustee bearing subsequent dates, including the Supplemental
Indenture dated as of November 1, 1994 (all of which indentures
are herein collectively called the "Mortgage"), to which
reference is made for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the
holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
As more fully described in the Supplemental Indenture
establishing the terms and provisions of the bonds of this
series, the Company reserves the right, without any consent or
other action by holders of the bonds of this series, 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.
The principal hereof may be declared or may become due
on the conditions, with the effect, in the manner and at the time
set forth in the Mortgage, upon the occurrence of a completed
default as in the Mortgage provided.
The redemption provisions applicable to the bonds of
this series are as follows: ___________
_________________________________________________________________
____________________________
The bonds of this series are issuable as registered
bonds without coupons in denominations of $1,000 and authorized
multiplies of $1,000. In the manner and upon payment of the
charges prescribed in the Mortgage, registered bonds without
coupons of this series may be exchanged for a like aggregate
principal amount of fully registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, to the Trustee at its principal
corporate trust office in the Borough of Manhattan, The City of
New York, N. Y.
This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly
authorized attorney, at the office or agency of the Company in
the Borough of Manhattan, The City of New York, N. Y., upon
surrender and cancellation of this bond, and, thereupon, a new
fully registered bond of the same series for a like principal
amount will be issued to the transferee in exchange therefor as
provided in the Mortgage, and upon payment, if the Company shall
require it, of the charges therein prescribed. The Company and
the Trustee may deem and treat the person in whose name this bond
is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon
and for all other purposes.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through
the Company or any predecessor or successor corporation, under
any rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released
by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
Bonds of this series are to be issued initially under a
book-entry only system and, except as hereinafter provided,
registered in the name of The Depository Trust Company, New York,
New York ("DTC") or its nominee, which shall be considered to be
the holder of all of bonds of this series for all purposes of the
Mortgage, including, without limitation, payment by the Company
of principal of and interest on such bonds of this series and
receipt of notices and exercise of rights of holders of such
bonds of this series. There shall be a single bond of this
series which shall be immobilized in the custody of DTC with the
owners of book-entry interests in bonds of this series ("Book-
Entry Interests") having no right to receive bonds of this series
in the form of physical securities or certificates. Ownership of
Book-Entry Interests shall be shown by book-entry on the system
maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the
Participants. Transfers of ownership of Book-Entry Interests are
to be made only by DTC and the Participants by that book-entry
system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the
name of DTC or its nominee. DTC is to maintain records of the
positions of Participants in bonds of this series, and the
Participants and persons acting through Participants are to
maintain records of the purchasers and owners of Book-Entry
Interests. If DTC or its nominee determines not to continue to
act as a depository for the bonds of this series in connection
with a book-entry only system, another depository, if available,
may act instead and the single bond of this series will be
transferred into the name of such other depository or its
nominee, in which case the above provisions will continue to
apply but to the new depository. If the book-entry only system
for bonds of this series is discontinued for any reason upon
surrender and cancellation of the single bond of this series
registered in the name of the then depository or its nominee, new
registered bonds of this series will be issued in authorized
denominations to the holders of Book-Entry Interests in principal
amounts coinciding with the amounts of such Book-Entry Interests
shown on the book-entry system immediately prior to the
discontinuance thereof. Neither the Trustee nor the Company
shall be responsible for the accuracy of the interests shown on
that system.
This bond shall not become obligatory until Bankers
Trust Company, the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY has
caused this bond to be signed in its name by its President or a
Vice President by a facsimile of his signature and a facsimile of
its corporate seal to be printed hereon, attested by its
Secretary or an Assistant Secretary by a facsimile of his
signature.
Dated
CENTRAL ILLINOIS LIGHT COMPANY
By_________________________________
President
Attest:
_______________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By____________________________
Authorized Officer.
WHEREAS, all things necessary to make the bonds of the
Twenty-eighth Series and the bonds of each series of the Medium
Term Note A Series when authenticated by the Trustee and issued
as in the Indenture provided, the valid, binding and legal
obligations of the Company, entitled in all respects to the
security of the Indenture, have been done and performed, and the
creation execution and delivery of this Supplemental Indenture
have in all respects been duly authorized; and
WHEREAS, the Company and the Trustee deem it advisable
to enter into this Supplemental Indenture for the purpose of
describing the bonds of the Twenty-eighth Series and each of the
Medium Term Note A Series and of providing the terms and
conditions of redemption thereof;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That Central Illinois Light Company, in consideration of the
premises and of one dollar to it duly paid by the Trustee at or
before the unsealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and of the purchase and
acceptance of the bonds issued or to be issued hereunder by the
holders or registered owners thereof, and in order to secure the
payment both of the principal and interest of all bonds at any
time issued and outstanding under the Indenture, according to
their tenor and effect, and the performance of all of the
provisions of the Indenture and of said bonds, hath granted,
bargained, sold, released, conveyed, assigned, transferred,
pledged, set over and confirmed and by these presents doth grant,
bargain, sell, release, convey, assign, transfer, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its successor or successors in said trust, and to it and their
assigns forever, all the properties of the Company located in the
various counties in the State of Illinois described in Schedule A
(which is identified by the signature of an officer of each party
hereto at the end thereof) hereto annexed and made a part hereof.
And all other property, real, personal and mixed,
tangible and intangible of the character described in the
granting clauses of the aforesaid Indenture of Mortgage and Deed
of Trust dated as of April 1st, 1933 or in any indenture
supplemental thereto acquired by the Company on or after the date
of the execution and delivery of said Indenture of Mortgage and
Deed of Trust (except any in said Indenture of Mortgage and Deed
of Trust or in any indenture supplemental thereto expressly
excepted) now owned or hereafter acquired by the Company and
wheresoever situated.
TOGETHER WITH all and singular the tenements,
hereditaments and appurtenances belonging or in any wise
appertaining to the aforesaid property or any part thereof, with
the reversion and reversions, remainder and remainders and
(subject to the provisions of Article XI of the Indenture), the
tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest
and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
TO HAVE AND TO HOLD all such properties, real, personal
and mixed, mortgaged, pledged or conveyed by the Company as
aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever.
IN TRUST, NEVERTHELESS, upon the terms and trusts of
the Indenture, for those who shall hold the bonds and coupons
issued and to be issued thereunder, or any of them, without
preference, priority or distinction as to lien of any of said
bonds and coupons over any others thereof by reason of priority
in the time of the issue or negotiation thereof, or otherwise
howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest
set forth in the Indenture (and subject to any sinking funds that
may be created for the benefit of any particular series).
PROVIDED, HOWEVER, and these presents are upon the
condition that, if the Company, its successors or assigns, shall
pay or cause to be paid, the principal of and interest on said
bonds, at the times and in the manner stipulated therein and
herein, and shall keep, perform and observe all and singular the
covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part of
the Company, then this Supplemental Indenture and the estate and
rights hereby granted shall cease, determine and be void,
otherwise to be and remain in full force and effect.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by the
Company that all such bonds and coupons are to be issued,
authenticated and delivered, and that all property subject or to
become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts in the Indenture set
forth, and the Company, for itself and its successors and
assigns, does hereby covenant and agree to and with the Trustee
and its successor or successors in such trust, for the benefit of
those who shall hold said bonds as follows:
SECTION 1. The bonds of the Twenty-eighth Series shall
mature on the date appearing in the form of bond relating thereto
hereinbefore set forth, shall bear interest at the annual rate
designated in the title thereof, payable at maturity, and shall
be designated as the Company's First Mortgage Bonds of the series
hereinbefore set forth. Both principal of and interest on the
bonds shall be payable in lawful money of the United States of
America at the office or agency of the Company in the Borough of
Manhattan, The City of New York, N. Y.
Definitive bonds of the Twenty-eighth Series will be
issued, originally or otherwise, only as registered bonds without
coupons; and they and the Trustee's certificate of authentication
shall be substantially in the forms hereinbefore recited,
respectively. Registered bonds of the Twenty-eighth Series may
be issued in any one or more denominations of $1,000 and
authorized multiples of $1,000. In the manner and upon payment of
the charges prescribed in the Indenture, registered bonds without
coupons of the Twenty-eighth Series may be exchanged for a like
aggregate principal amount of fully registered bonds of other
authorized denominations of the same series, upon presentation
and surrender thereof for cancellation, to the Trustee at its
principal corporate trust office in the Borough of Manhattan, The
City of New York, N. Y. However, notwithstanding the provisions
of Section 14 of the Indenture, no charge shall be made upon any
transfer or exchange of bonds of said series other than for any
tax or taxes or other governmental charge required to be paid by
the Company.
Except as provided in this Section, every registered
bond without coupons of the Twenty-eighth Series shall be dated
and shall bear interest as provided in Section 12 of the
Indenture.
Bonds of the Twenty-eighth Series shall not be
redeemable prior to maturity.
SECTION 2. The bonds of each series of the Medium Term
Note A Series shall be designated as the Company's First Mortgage
Bonds of the Medium Term Note A Series. The date of maturity
applicable to, and the rate of interest borne by, the bonds of
the Medium Term Note A Series may differ between series but shall
be the same within any particular series. The date of maturity
of any particular series of the Medium Term Note A Series and the
interest rate to be borne thereby, respectively, shall be the
tenth anniversary of the original date of issuance thereof and
twelve per centum (12%) per annum unless a Resolution is adopted
establishing a different maturity date (not less than nine months
nor more than thirty years from the original date of issuance of
the series involved) or a lower interest rate, or both, in which
case such different maturity date or interest rate shall apply.
In all cases, the applicable maturity date and interest rate
shall be set forth on each bond of the Medium Term Note A Series
prior to its issuance. Interest on the bonds of any particular
series of the Medium Term Note A Series shall be payable semi-
annually based on the six months anniversary of the original date
of issuance of the series involved or as otherwise set forth in a
Resolution. Both principal of and interest on the bonds shall be
payable in lawful money of the United States of America at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, N. Y.
Definitive bonds of the Medium Term Note A Series will
be issued, originally or otherwise, only as registered bonds
without coupons; and they and the Trustee's certificate of
authentication shall be substantially in the forms hereinbefore
recited, respectively. Registered bonds of the Medium Term Note
A Series may be issued in any one or more denominations of $1,000
and authorized multiples of $1,000. In the manner and upon
payment of the charges prescribed in the Indenture, registered
bonds without coupons of a particular series of bonds of the
Medium Term Note A Series may be exchanged for a like aggregate
principal amount of fully registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof for cancellation, to the Trustee at its principal
corporate trust office in the Borough of Manhattan, The City of
New York, N. Y. However, notwithstanding the provisions of
Section 14 of the Indenture, no charge shall be made upon any
transfer or exchange of bonds of said series other than for any
tax or taxes or other governmental charge required to be paid by
the Company.
The person in whose name any registered bond without
coupons of the Medium Term Note A Series is registered at the
close of business on any record date (as hereinbelow defined)
with respect to any interest payment date shall be entitled to
receive the interest payable on such interest payment date
notwithstanding the cancellation of such registered bond upon any
transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except if and to the extent
the Company shall default in the payment of the interest due on
such interest payment date, in which case such defaulted interest
shall be paid to the person in whose name such bond is registered
on the date of payment of such defaulted interest or on a
subsequent record date for such payment if one shall have been
established as hereinafter provided. A subsequent record date
may be established by the Company by notice mailed to the holders
of bonds not less than ten days preceding such record date, which
record date shall be not more than thirty days prior to the
subsequent interest payment date. The term "record date" as used
in this Section with respect to any regular interest payment date
shall mean the fifteenth day prior to such interest payment date,
or, if such fifteenth day shall be a legal holiday or a day on
which banking institutions in the Borough of Manhattan, The City
of New York, N. Y., are authorized by law to close, the next
preceding day which shall not be a legal holiday or a day on
which such institutions are so authorized to close.
Except as provided in this Section, every registered
bond without coupons of the Medium Term Note A Series shall be
dated and shall bear interest as provided in Section 12 of the
Indenture; provided, however, that, so long as there is no
existing default in the payment of interest on the bonds, the
holder of any bond authenticated by the Trustee between the
record date for any interest payment date and such interest
payment date shall not be entitled to the payment of the interest
due on such interest payment date and shall have no claim against
the Company with respect thereto; provided, further, that, if and
to the extent the Company shall default in the payment of the
interest due on such interest payment date, then any such bonds
shall bear interest from the interest payment date next preceding
the date of such bond, to which interest has been paid or, if the
Company shall be in default with respect to the interest due on
the first interest payment date therefor, then from the original
date of issuance thereof.
Bonds of any particular series of the Medium Term Note
A Series shall not be redeemable prior to their maturity unless a
Resolution is adopted specifying that the bonds of such series
are redeemable prior to their maturity and the circumstances
under which such redemption may or shall take place. If
redemption terms are established for any series of the Medium
Term Note A Series, such terms shall be set forth on each bond of
that series prior to the issuance thereof. Redemption of any
bonds of the Medium Term Note A Series shall be in the manner
provided in Article X of the Indenture, upon notice given by
mailing the same to the holders of bonds not less than thirty
days and not more than forty-five days prior to the date of
redemption, at the principal amounts of the bonds so to be
redeemed and accrued interest to the date of redemption.
If applicable to the redemption provisions established
for bonds of the Medium Term Note A Series, the term "maintenance
provisions of the Indenture" shall mean the provisions of Section
43 of the Indenture; and the term "proceeds of property released
pursuant to the provisions of Section 68 of the Indenture" shall
mean the proceeds of any of the mortgaged and pledged property
taken by exercise of the power of eminent domain or purchased by
any governmental body or agency in the exercise of any right
which it may have to purchase any part of the mortgaged and
pledged property and which shall have been paid over to the
Trustee pursuant to the provisions of Section 68 of the
Indenture, including any cash received by the Trustee on account
of the principal of any obligations secured by purchase money
mortgage upon any property so taken or purchased.
SECTION 3 The Company reserves the right, without any
consent or other action by holders of the bonds of the Twenty-
eighth Series or any series of the Medium Term Note A Series, or
any subsequent series of bonds, to amend the Indenture by
inserting the following language as Section 115A immediately
following current Section 115 of the Indenture:
"SECTION 115A. With the consent of the holders of not
less than sixty per centum (60%) in principal amount of the
bonds at the time outstanding or their attorneys-in-fact
duly authorized, or, if the rights of the holders of one or
more, but not all, series then outstanding are affected, the
consent of the holders of not less than sixty per centum
(60%) in aggregate principal amount of the bonds at the time
outstanding of all affected series, taken together, and not
any other series, the Company, when authorized by a
resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or
modifying the rights and obligations of the Company and the
rights of the holders of any of the bonds and coupons;
provided, however, that no such supplemental indenture shall
(1) extend the maturity of any of the bonds or reduce the
rate or extend the time of payment of interest thereon, or
reduce the amount of the principal thereof, or reduce any
premium, payable on the redemption thereof or change the
coin or currency in which any bond or interest thereon is
payable, without the consent of the holder of each bond so
affected, or (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien
of this Indenture, without the consent of the holders of all
the bonds then outstanding, or (3) reduce the aforesaid
percentage of the principal amount of bonds the holders of
which are required to approve any such supplemental
indenture, without the consent of the holders of all the
bonds then outstanding. For the purposes of this Section,
bonds shall be deemed to be affected by a supplemental
indenture if such supplemental indenture adversely affects
or diminishes the rights of holders thereof against the
Company or against its property.
Upon the written request of the Company, accompanied by
a resolution authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee
of evidence of the consent of bondholders as aforesaid (the
instrument or instruments evidencing such consent to be
dated within one year of such request), the Trustee shall
join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee shall be entitled to
receive and, subject to Section 102 of the Indenture and
Article Four of the Supplemental Indenture dated as of April
1st, 1940, may rely upon, an opinion of counsel as
conclusive evidence that any such supplemental indenture is
authorized or permitted by the provisions of this Section.
It shall not be necessary for the consent of the
bondholders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance
thereof.
The Company and the Trustee, if they so elect, and
either before or after such 60% or greater consent has been
obtained, may require the holder of any bond consenting to
the execution of any such supplemental indenture to submit
his bond to the Trustee or to such bank, banker or trust
company as may be designated by the Trustee for the purpose,
for the notation thereon of the fact that the holder of such
bond has consented to the execution of such supplemental
indenture, and in such case such notation, in form
satisfactory to the Trustee, shall be made upon all bonds so
submitted, and such bonds bearing such notation shall
forthwith be returned to the persons entitled thereto. All
subsequent holders of bonds bearing such notation shall be
deemed to have consented to the execution of such
supplemental indenture, and consent, once given or deemed to
be given, may not be withdrawn.
Prior to the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of
this Section, the Company shall publish a notice, setting
forth in general terms the substance of such supplemental
indenture, at least once in one daily newspaper of general
circulation in each city in which the principal of any of
the bonds shall be payable, or, if all bonds outstanding
shall be registered bonds without coupons or coupon bonds
registered as to principal, such notice shall be
sufficiently given if mailed, first class, postage prepaid,
and registered if the Company so elects, to each registered
holder of bonds at the last address of such holder appearing
on the registry books, such publication or mailing, as the
case may be, to be made not less than thirty days prior to
such execution. Any failure of the Company to give such
notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental
indenture."
SECTION 4. As supplemented and amended by this
Supplemental Indenture, the Indenture is in all respects ratified
and confirmed, and this Supplemental Indenture and all the terms
and conditions herein contained shall be deemed a part thereof.
SECTION 5. Except as herein otherwise expressly
provided, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee by reason of
this Supplemental Indenture, other than as set forth in the
Indenture as heretofore amended and supplemented. The Trustee
shall not be responsible for the recitals herein or in the bonds
(other than in the authentication certificate of the Trustee),
all of which are made by the Company solely.
SECTION 6. This Supplemental Indenture may be executed
in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY,
party of the first part hereto, and BANKERS TRUST COMPANY, party
of the second part hereto, have caused these presents to be
executed in their respective names by their respective Presidents
or one of their Vice Presidents or one of their Assistant Vice
Presidents or their respective Treasurers and their respective
seals to be hereunto affixed and attested by their respective
Secretaries or one of their Assistant Secretaries, all as of the
day and year first above written.
CENTRAL ILLINOIS LIGHT COMPANY,
By _________________________________
William R. Dodds
Treasurer
[SEAL]
Attest:
_____________________
John G. Sahn
Secretary
Signed, sealed and acknowledged on behalf
of CENTRAL ILLINOIS LIGHT COMPANY in
the presence of:
_____________________
_____________________
BANKERS TRUST COMPANY,
By_________________________________
[NAME]
[Assistant] Vice President
[SEAL]
Attest:
________________________
[NAME]
[Assistant] Secretary
Signed, sealed and acknowledged on behalf
of BANKERS TRUST COMPANY in the
presence of:
______________________
______________________
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF PEORIA )
On this ____ day of __________, 1994, before me
personally came W.R. Dodds, to me known, who being by me duly
sworn, did depose and say that he resides at 241 New Salem Dr.,
Canton, Illinois 61520; that he is Treasurer of CENTRAL ILLINOIS
LIGHT COMPANY, the corporation described in and which executed
the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation and that he signed his name thereto
by like order.
_______________________________
[SEAL]
STATE OF ILLINOIS )
) ss:
COUNTY OF PEORIA )
I, ________________, do hereby certify that W.R. Dodds
and J.G. Sahn, personally known to me to be the same persons
whose names are, respectively, as Treasurer and Secretary of
CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of
Illinois, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that they, being
thereunto duly authorized, signed, sealed with the corporate seal
and delivered the said instrument as the free and voluntary act
of said corporation and as their own free and voluntary act for
the uses and purposes therein set forth.
_______________________________
Dated, ____________, 1994.
[SEAL]
<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this ____ day of __________, 1994, before me
personally came ______________, to me known, who being by me duly
sworn, did depose and say that [s]he resides at
____________________________ ____________________; that [s]he is
an [Assistant] Vice President of BANKERS TRUST COMPANY, the
corporation described in and which executed the foregoing
instrument; that [s]he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that
it was so affixed by order of the Board of Directors of said
corporation and that [s]he signed her/his name thereto by like
order.
________________________________
[SEAL]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
I, ___________, do hereby certify that ______________
and ____________, personally known to me to be the same persons
whose names are, respectively, as [Assistant] Vice President and
[Assistant] Secretary of BANKERS TRUST COMPANY, a corporation of
the State of New York, subscribed to the foregoing instrument,
appeared before me this day in person and severally acknowledged
that they, being thereunto duly authorized, signed, sealed with
the corporate seal and delivered the said instrument as the free
and voluntary act of said corporation and as their own free and
voluntary act for the uses and purposes therein set forth.
________________________________
Dated, ___________, 1994.
[SEAL]
<PAGE>
SCHEDULE A
Detailed Description of Additional Properties
Signed for identification
______________________________
J.G. Sahn, Secretary
Central Illinois Light Company
______________________________
[NAME]
[Assistant] Vice President
Bankers Trust Company
Exhibit 5
November 3, 1994
Central Illinois Light Company
300 Liberty Street
Peoria, IL 61602
Dear Sirs:
I have examined the Registration Statement proposed to be
filed by Central Illinois Light Company (hereinafter called the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, for the registration of $65,000,000 principal amount of the
Company's first mortgage bonds, to be issued in one or more series
(hereinafter called the "New Bonds"), under the Indenture of Mortgage and
Deed of Trust (hereinafter called the "Mortgage"), 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"). In connection therewith, I have reviewed such documents and
records as I have deemed necessary to enable me to express the opinion set
forth herein.
I am of the opinion that, upon the issuance of an
appropriate order or orders by the Illinois Commerce Commission and
compliance therewith by the Company, upon compliance with the relevant
provisions of the Securities Act of 1933, as amended, and the Trust Indenture
Act of 1939, as amended, upon adoption of appropriate resolutions by the
Board of Directors of the Company, upon compliance with the applicable
securities or "blue sky" laws of various jurisdictions, and when the
Supplemental Indenture has been duly executed and delivered by the proper
officers of the Company and the Trustee, and when the New Bonds have been
executed, authenticated and delivered in accordance with the terms of the
Mortgage and the Supplemental Indenture and sold and paid for upon the terms
to be set forth in a supplement or supplements to the prospectus constituting
a part of the aforementioned Registration Statement, they will be valid,
binding and legal obligations of the Company, except as limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether the issue of enforceability is considered
in a proceeding in equity or at law).
I hereby consent to the filing of this opinion as an exhibit
to the aforementioned Registration Statement and to the statements with
respect to me under the headings "Legal Opinions" and "Experts" in said
Registration Statement.
Very truly yours,
/s/ Timothy W. Kirk
--------------------------
Timothy W. Kirk, Esq.
Director - General Counsel
Exhibit 12
CENTRAL ILLINOIS LIGHT COMPANY
Computation of Ratio of Earnings
to Fixed Charges
Twelve Months Ended
-------------------
June December 31,
30,
1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ----
(Thousands of dollars)
Earnings, as defined:
Net Income $38,184 $37,678 $35,636 $44,231 $40,966 $44,430
Income Taxes 22,183 20,368 17,723 22,329 20,500 22,179
Fixed Charges, as 25,573 26,335 25,130 24,295 24,095 24,540
below ------- ------- ------- ------- ------- -------
Total
Earnings, as $85,940 $84,381 $78,489 $90,855 $85,561 $91,149
defined ======= ======= ======= ======= ======= =======
Fixed Charges, as
defined:
Interest on COLI $ 1,730 $ 1,434 $ 930 $ 870 $ 868 $ 798
Interest on Short- 342 592 180 0 0 0
Term Debt
Interest on Long- 19,572 19,753 20,747 21,285 21,399 21,968
Term Debt
Amortization of
Debt Discount & 676 624 410 96 97 107
Expense and Premium
Miscellanous
Interest Expense 898 1,485 2,448 1,591 1,320 1,205
Interest Portion of 2,355 2,447 415 453 411 462
Rentals ------- ------- ------- ------- ------- -------
Total Fixed
Charges, as $25,573 $26,335 $25,130 $24,295 $24,095 $24,540
defined ======= ======= ======= ======= ======= =======
Ratio of Earnings to
Fixed Charges 3.36 3.20 3.12 3.74 3.55 3.71
==== ==== ==== ==== ==== ====
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4,
1994, included in Central Illinois Light Company's Form 10-K for the year
ended December 31, 1993, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 3, 1994
Exhibit 24
CILCO
Central Illinois Light Company
300 Liberty St.
Peoria, IL 61802-1404
February 22, 1994
Mr. R.W. Slone
Mr. T.S. Romanowski
300 Liberty Street
Peoria, Illinois 61602
Mr. J.H. Byington, Jr. and
Mr. R.L. Harden
One Battery Park Plaza
New York, New York 10004
Gentlemen:
Central Illinois Light Company proposes to file a Registration
Statement with the Securities and Exchange Commission with respect to the
issuance and sale of not more than $65,000,000 principal amount of its First
Mortgage Bonds in one or more series. Such Registration Statement will
include a prospectus and be accompanied by certain exhibits.
We hereby make, constitute and appoint each of you and any one of
you our true and lawful attorney for each of us and in each of our names,
places and steads, both in our individual capacities as directors and that of
officers of Central Illinois Light Company, to sign and cause to be filed
with the Securities and Exchange Commission said Registration Statement and
any appropriate amendment or amendments to said Registration Statement, to be
accompanied by a prospectus or by any appropriately amended prospectus and
any necessary exhibits.
The undersigned, Central Illinois Light Company, also authorizes
you and any one of you to sign said Registration Statement and any amendment
or amendments thereto on its behalf as attorney-in-fact for its respective
officers, and to file the same as aforesaid together with a prospectus and
exhibits.
Very truly yours,
CENTRAL ILLINOIS LIGHT COMPANY
/s/ R.W. Slone
---------------------------
R. W. Slone, Chairman of the
Board, President and Chief
Executive Officer
(Power of attorney with respect to the Registration Statement related to the
issuance and sale of not more than $65,000,000 principal amount of First
Mortgage Bonds in one or more series.)
M. ALEXIS R. W. SLONE
--------------------------------- ------------------------------
M. Alexis R. W. Slone
J. R. BRAZIL K. E. SMITH
--------------------------------- ------------------------------
J. R. Brazil K.E. Smith
W. BUNN III R. N. ULLMAN
--------------------------------- ------------------------------
W. Bunn III R. N. Ullman
--------------------------------- ------------------------------
D. E. Connor J. M. Unland
H. S. PEACOCK J. F. VERGON
--------------------------------- ------------------------------
H. S. Peacock J. F. Vergon
W. M. SHAY M. M. YEOMANS
--------------------------------- ------------------------------
W. M. Shay M. M. Yeomans
T. S. ROMANOWSKI R. L. BEETSCHEN
--------------------------------- ------------------------------
T. S. Romanowski, Vice President R. L. Beetschen, Controller
and Chief Planning Officer
<PAGE>
Extract from Minutes of Meeting of
the Board of Directors of
Central Illinois Light Company
held February 22, 1994
----------------------------------
Upon motion duly made and seconded, the following resolution was
unanimously adopted:
RESOLVED: That for the purpose of executing and completing a
registration statement on Form S-3 and prospectus to be filed with
the Securities and Exchange Commission in connection with the
issuance and sale of not more than $65,000,000 principal amount of
its First Mortgage Bonds, in one or more series, and of remedying
any deficiencies with respect thereto by appropriate amendment or
amendments, the Company, its officers and members of its Board of
Directors are authorized to give their several powers of attorney
to R.W. Slone, T.S. Romanowski, J.H. Byington, Jr. and R. L.
Harden, or any one of them, in such form as the officers of the
Company may determine and as counsel may advise.
****************
I, J.G. Sahn, Secretary of Central Illinois Light Company, do
hereby certify that the foregoing is a true and correct copy of a resolution
duly and regularly adopted at meeting of the Board of Directors of Central
Illinois Light Company, duly held February 22, 1994, at which a quorum was in
attendance and voting throughout, and that said resolution has not since been
rescinded, but is still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Company this 3rd day of November, 1994.
/s/ J.G. Sahn
-------------------------
J.G. Sahn
(S E A L)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2)_____
----------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification no.)
Four Albany Street
New York, New York 10006
(Address of principal (Zip Code)
executive offices)
-------------------------
CENTRAL ILLINOIS LIGHT COMPANY
(Exact name of obligor as specified in the charter)
ILLINOIS 37-0211050
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) Identification no.)
300 LIBERTY STREET
PEORIA, ILLINOIS 61602
(Address of principal (Zip Code)
executive offices)
----------------------
FIRST MORTGAGE BONDS
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Federal Reserve Bank (2nd District) New York, N.Y.
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated March 28, 1994 - Incorporated
herein by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-79862.
Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
Exhibit 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.
Exhibit 4 - A copy of existing By-Laws of Bankers Trust Company,
dated as amended on September 21, 1993. -
Incorporated herein by reference to Exhibit 4 filed
with Form T-1 Statement, Registration No. 33-52359.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference
to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.
Exhibit 7 - A copy of the latest report of condition of Bankers
Trust Company dated as of June 30, 1994 - Incorporated
herein by reference to Exhibit 7 filed with Form T-1
Statement, Registration 33-83618
Exhibit 8 - Not Applicable
Exhibit 9 - Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 2nd
day of November, 1994.
BANKERS TRUST COMPANY
By /s/ Scott Thiel
-------------------
Scott Thiel
Assistant Treasurer
