<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CENTRAL ILLINOIS LIGHT COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
300 LIBERTY ST., PEORIA, IL 61602-1404
NOTICE OF ANNUAL MEETING
Dear Shareholders:
The Annual Meeting of Shareholders of Central Illinois Light Company will be
held on Tuesday, April 28, 1998 at 1:30 PM, Central Time, at the principal
office of the Company, 300 Liberty Street, Peoria, Illinois, in order to:
(1) Elect a Board of Directors;
(2) Consider and act upon a proposal to amend the Company's Articles of
Incorporation by deleting the geographic limitation pertaining to the
purpose for which the Company is formed and adding the authorization to
transact any lawful business for which corporations may be incorporated;
and
(3) Transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on March 6, 1998 are entitled to
vote at the meeting.
By Order of the Board of Directors,
John G. Sahn
Secretary
March 27, 1998
IMPORTANT
It is important that your shares be represented at the meeting.
Please mark, sign, date and return the enclosed proxy promptly in
order that your shares will be voted.
<PAGE>
PROXY STATEMENT
GENERAL
This statement is furnished in connection with a solicitation of proxies
by the Board of Directors of Central Illinois Light Company (the "Company" or
"CILCO"), for use at the Annual Meeting of Shareholders to be held on Tuesday,
April 28, 1998 at 1:30 PM, Central Time, at the Company's executive offices, 300
Liberty Street, Peoria, Illinois 61602, and any adjournment thereof. The shares
represented by your proxy will be voted if the proxy is duly executed and
returned prior to the meeting. You may revoke your proxy by a duly executed
later proxy, or at any time before it is exercised, by written notice to the
Secretary of the Company, received prior to the time of the meeting, or orally
at the meeting.
The expense of the solicitation of proxies is being borne by the Company.
In addition to solicitation by mail, officers and regular employees of the
Company may solicit proxies either personally, or by telephone, e-mail or fax.
The Company will reimburse banks, brokers or other similar agents or fiduciaries
for forwarding proxy material to their principals, the beneficial owners of the
stock.
The annual report of the Company for the year ended December 31, 1997 is
being sent, along with the Notice of Annual Meeting, this Proxy Statement and
the accompanying Proxy, to all shareholders of record at the close of business
on March 6, 1998, which is the record date for the determination of shareholders
entitled to vote at the meeting. These items are to be first mailed to
shareholders on March 27, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS
On March 6, 1998, the record date for the meeting, the Company had
outstanding 191,204 shares of preferred stock, $100 par value; 470,000 shares of
Class A preferred stock, no par value; and 13,563,871 shares of common stock, no
par value. Each share entitles the holder thereof to one vote upon any matter
coming before the meeting, except that in the election of directors, each
shareholder is entitled to cumulate votes and, therefore, may give one nominee
as many votes as shall equal the number of directors to be elected multiplied by
the number of shares held by such shareholder, or such shareholder may
distribute such votes among any two or more nominees by so indicating on the
proxy. Votes cast by proxy or in person at the Annual Meeting will be tabulated
by the election inspectors appointed for the meeting who will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a
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<PAGE>
quorum but as unvoted for purposes of determining the approval of any matter
submitted to the shareholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
At March 6, 1998, T. S. Romanowski, a vice president of the Company, was
the beneficial owner of 5 shares of the Company's preferred stock, $100 par
value, representing less than .003% of the shares of that class outstanding. No
other officer or director nominee was the beneficial owner of any shares of the
Company's preferred or common stock.
The following information, regarding beneficial ownership on January 1,
1998 of the Company's equity securities, is furnished with respect to each
person or group of persons acting together who, as of such date, is shown on the
Company's stock records to be the registered owner of more than 5% of any class
of the Company's voting securities and no independent inquiry has been made to
determine whether any shareholder is the beneficial owner of shares not
registered in the name of such shareholder or whether any shareholder is a
member of a shareholder group.
<TABLE>
<CAPTION>
CLASS OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
STOCK BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------- ------------------------------------ ---------------------- ------------
<S> <C> <C> <C>
Common CILCORP Inc. 13,563,871(1) 100%
300 Hamilton Boulevard
Suite 300
Peoria, IL 61602
Class A Preferred Chancellor LGT Asset 15,000(2) 6.8%
Management, Inc. and
Chancellor LGT Trust Company
1166 Avenue of the Americas
New York, New York 10036
</TABLE>
- --------
(1) CILCORP Inc. has sole voting and dispositive power with respect to the
common shares.
(2) According to Schedule 13G dated February 6, 1998, filed by Chancellor LGT
Asset Management, Inc. and Chancellor LGT Trust Company, as Investment
Advisors for various fiduciary accounts, they have sole voting and
dispositive power with respect to these Class A Preferred shares.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting to hold office for
the ensuing year or until their successors are elected and qualified. All
nominees are now serving as directors of the Company and have consented to
serve, if elected. To be elected a director, a nominee must be among the three
nominees receiving the highest number of votes. The nominees, along with their
biographical summaries, are listed below.
The Board of Directors has no reason to believe that the persons named
will not be available, but in the event that a vacancy among the original
nominees is occasioned by death or any other reason prior to the meeting, the
proxy will be voted for a substitute nominee or nominees designated by the Board
of Directors.
THOMAS S. ROMANOWSKI
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF CILCO
Director of CILCO since 1996
Mr. Romanowski was born at Peru, Illinois in 1950. He graduated from
Bradley University in 1971 with a degree in business administration. He joined
CILCO that same year and after advancing through several positions in the
accounting, treasury and information systems areas was elected vice president in
1986. Mr. Romanowski is president of CILCORP Investment Management Inc.,
president and chief executive officer of Agricultural Research and Development
Corporation, a director of the Biotechnology Research and Development
Corporation and president and chief executive officer of CILCORP Ventures Inc.
He serves as treasurer of the Employers' Association of Illinois, chairperson of
the Illinois Central College Education Foundation Board, and director of
Heartland Community Development Corporation. He is board chairperson of the Tri-
County (Peoria) Urban League, Inc., past president of the Central Illinois
Chapter of the Planning Forum, and a member of the Institute of Management
Accountants.
JAMES F. VERGON
PRESIDENT AND CHIEF OPERATING OFFICER OF CILCO
Director of CILCO since 1991
Mr. Vergon was born at Peoria, Illinois in 1948. He joined CILCO in 1971
and advanced through various positions in engineering. He was appointed gas
engineering manager in 1981, director-rates and regulatory affairs in 1982, and
elected vice president in 1986. He was vice president and chief financial
officer of CILCORP from January 1, 1993 through February 28, 1993. He again was
elected a vice president of the Company effective March 1, 1993 and was elected
group president of CILCO effective April 1, 1995. He was elected to his current
position effective January 29, 1996. Mr. Vergon graduated from Bradley
University in 1971 with a degree in mechanical engineering and is a
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<PAGE>
registered professional engineer. He received a master's degree in business
administration from Bradley University in 1981. He is chairman of the board of
CILCORP Investment Management Inc. and a member of the board of directors of
Bank One, Peoria; The Economic Development Council for the Peoria Area and the
Heart of Illinois United Way. In addition, he is a member of the board of
trustees of Proctor Hospital and the Bradley University Associate Board and the
advisory boards of Forest Park Foundation, The Institute of Public Utilities,
the Bradley University College of Engineering and Technology and the Peoria
Zoological Society.
ROBERT O. VIETS
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF CILCORP INC. AND
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF CILCO
Director of CILCO from 1988 to 1991 and since 1995
Mr. Viets was born at Girard, Kansas in 1943. He graduated from Washburn
University in 1965 with a degree in economics and received his law degree from
Washington University School of Law in 1969. He is a certified public accountant
and has had experience with a national accounting firm. Mr. Viets joined CILCO
in 1973 as manager of special studies and was appointed manager of rates and
regulatory affairs in 1976. He was elected assistant vice president, regulatory
and legislative affairs, in 1980; vice president, financial services in 1981;
vice president (finance group) in 1983 and senior vice president of the Company
and CILCORP in 1986. He was elected president and chief executive officer of
CILCORP in 1988 and chairman and chief executive officer of the Company in 1995.
He is also chairman of the board and chief executive officer of QST Enterprises
Inc., and a director of CILCORP, CILCORP Investment Management Inc. and QST
Environmental Inc. Mr. Viets is a director of Consumers Water Company; First of
America Bank-Illinois, N.A. Peoria Regional Advisory Board; RLI Corp.; Lincoln
Office Supply Co., Incorporated; the Peoria Medical Research Corporation and
Methodist Health Services Corporation. He serves as a member of the board of
trustees of Bradley University.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors functions as a Committee of the Whole and has no
committees. During 1997, the Board of Directors held two meetings and otherwise
took action, as needed, by unanimous written consent.
DIRECTORS' COMPENSATION
No fees are paid to directors who are officers of the Company.
4
<PAGE>
INDEPENDENT AUDITORS
Upon the recommendation of its Audit Committee, the Board of Directors of
the Company's parent, CILCORP Inc., has appointed Arthur Andersen LLP,
independent public accountants, to audit the accounts of the Company for 1998.
Arthur Andersen LLP is not expected to be represented at the annual meeting.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation
earned for the years 1997, 1996 and 1995 for the Chief Executive Officer and the
four most highly compensated executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
--------------------- --------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY LTIP PAYOUTS(1) COMPENSTION(2)
- ----------------------------------------- --------- ---------- --------------- ----------------
<S> <C> <C> <C> <C>
R. O. Viets 1997 $ 406,423 $ 61,272 $ 37,817
Chairman and Chief 1996 382,544 64,500 31,894
Executive Officer (3) 1995 327,756 17,819 34,925
J. F. Vergon 1997 207,738 65,616 16,831
President and Chief 1996 194,564 86,542 14,634
Operating Officer 1995 181,661 61,437 15,610
T. S. Romanowski 1997 152,121 127,614 16,461
Vice President 1996 145,449 72,492 13,749
1995 133,584 56,662 14,442
M. J. Bowling 1997 134,385 99,560 5,993
Vice President 1996 123,853 51,318 5,155
1995 103,540 34,057 4,520
S. A. Cisel 1997 131,375 92,513 5,491
Vice President 1996 120,183 47,630 4,718
1995 100,892 28,814 4,097
</TABLE>
- --------
(1) Amounts paid to Mr. Viets and Mr. Vergon were paid pursuant to CILCORP
Inc.'s EVA-Registered Trademark--Based Incentive Compensation Plan and
amounts paid to Messrs. Romanowski, Bowling and Cisel are award balances
accumulated in prior years pursuant to the Company's EVA-Registered
Trademark--Based Incentive Compensation Plan.
5
<PAGE>
(2) Amounts shown in this column for 1997 represent (a) Company contributions
under the Employees' Savings Plan to Mr. Viets $4,734, Mr. Vergon $4,750,
Mr. Romanowski $4,945, Mr. Bowling $3,886 and Mr. Cisel $3,941 and (b)
earnings on deferred compensation to Mr. Viets $33,083, Mr. Vergon $12,081,
Mr. Romanowski $11,516, Mr. Bowling $2,107, and Mr. Cisel $1,550.
(3) Mr. Viets' compensation relates also to his compensation as president and
chief executive officer of CILCORP Inc.
EVA-REGISTERED TRADEMARK--BASED INCENTIVE COMPENSATION PLAN
Incentive compensation is awarded in accordance with CILCORP Inc.'s
EVA-Registered Trademark--Based Incentive Compensation Plan (the "EVA-Registered
Trademark- Plan"). The purpose of the EVA-Registered Trademark- Plan is to
provide an incentive to eligible officers and senior managers and to increase
and maintain shareholder value by rewarding the achievement of these objectives.
EVA-Registered Trademark- is a measure of profitability that is based on the
difference between the return earned on the capital invested in an enterprise
and the cost of that capital. This difference can be either positive or negative
and results in an addition to or a deduction from award balances accumulated
from prior years. Each year, one third of the net balance accumulated is paid to
the participant. That portion of the incentive compensation which has been
deferred is "at risk" since a negative EVA-Registered Trademark- in a subsequent
year may eliminate previously accumulated balances. The calculation of the award
pool is based, in part, on a fixed percentage of the improvement in
EVA-Registered Trademark- from the prior year and, in part, on a fixed
percentage of the average of EVA-Registered Trademark- contributed over a
three-year period. These percentages, which do not change from year to year,
were determined when the EVA-Registered Trademark- Plan was originally
established. They were designed to create an award pool of sufficient size to
achieve the Plan objectives and are used only for that purpose. Annually, at the
outset of each plan year, the Compensation Committee of the CILCORP Board of
Directors determines the portion of the award pool to be allocated to each
participant, including the executive officers, based on the individual's job
responsibilities and the Board's evaluation of the effect which that
individual's performance is expected to have on the size of the award pool. A
portion of the award pool is distributed, at the Committee's discretion, at the
conclusion of each plan year. Discretionary awards are determined on the basis
of the CEO's recommendation and the compensation policies established by the
Committee. Both the non-discretionary and discretionary portions of an award are
added to each participant's account balance, one third of which is paid and the
remainder of which remains at risk in the account balance. Effective January 17,
1997, the Board of Directors of the Company terminated the EVA-Registered
Trademark- Plan for all participants and replaced it with the Central Illinois
Light Company 1997 Incentive Compensation Plan. Award balances accumulated in
prior years were distributed to all terminating participants. Messrs. Viets and
Vergon continue to participate in the CILCORP Inc. EVA-Registered Trademark-
Plan.
6
<PAGE>
CENTRAL ILLINOIS LIGHT COMPANY 1997 INCENTIVE COMPENSATION PLAN
All of the Company's officers, except those participating in the CILCORP
Inc. EVA-Registered Trademark--Based Incentive Compensation Plan, and other
management employees who play key roles in achieving annual financial and
operating objectives participated in the Company's 1997 Incentive Compensation
Plan. The Plan includes a target bonus opportunity at a pre-determined percent
of annual base compensation. 50% of the bonus payout is based upon the
achievement of targeted earnings per share and 50% of the bonus payout is based
upon individual achievement of pre-determined goals established between employee
and supervisor. The minimum threshold for the bonus payout based upon earnings
per share is 80% of the targeted earnings per share, with a maximum payout based
upon 120% of targeted earnings per share.
EXECUTIVE EMPLOYMENT AGREEMENTS
In 1997, the Company, with the approval of the Board of Directors, entered
into an employment agreement with Mr. Vergon. Mr. Viets entered into an
employment agreement with CILCORP Inc. The term of each agreement is for a
period of three years unless a notice of termination or an event of termination
(resignation following a reduction in compensation or change of the officer's
principal place of employment) occurs, in which event the compensation and
benefit payments under the agreement will terminate three years following
termination of employment. During the period following such termination of
employment, each officer is entitled to compensation consisting of annual base
salary, continued participation in certain employee benefit plans, and a single
payment in a sum equal to the officer's last three annual incentive awards and
any balance remaining in the officer's award bank under CILCORP Inc.'s
EVA-Registered Trademark--Based Incentive Compensation Plan. Following
termination, the officer may not compete for a period of one year with the
Company and is obliged to make reasonable efforts to obtain other comparable
employment. The agreements also provide additional payments to the officer in an
amount equal to any excise tax imposed by the Internal Revenue Code. Salary and
benefit payments do not continue in the event the employee is terminated for
cause or as a result of death or disability.
SHAREHOLDER RETURN INCENTIVE COMPENSATION PLAN
The purposes of the Shareholder Return Incentive Compensation Plan are to
promote growth in the value of CILCORP Inc.'s common stock, to attract and
retain executives of outstanding ability, to encourage teamwork among the
executives of CILCORP and its subsidiaries, and to reward performance based on
the successful achievement of pre-established corporate financial goals.
Participants under this Plan are eligible key employees of CILCORP or its
subsidiaries, who, due to the nature and scope
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<PAGE>
of their positions, regularly and directly make or influence policy decisions
which impact the overall long-term results or success of CILCORP. Performance
share grants are made by a committee of the CILCORP Board (comprised of
disinterested directors), which has discretion to establish the performance
periods, the number of performance shares granted and the threshold price above
which performance share grants may be exercised. Performance shares are
exercisable by participants at such times as the market price of CILCORP's
common stock exceeds the threshold price. The number of performance shares
granted determines the number of shares of common stock which may be awarded.
Any exercise of performance shares which would result in an award in excess of
the number of shares of common stock available under the Plan is paid in cash.
Of the executive officers listed in the Summary Compensation Table, only Messrs.
Viets and Vergon received performance share grants under this Plan in 1997 as
set forth in the table below.
LONG TERM INCENTIVE PLANS -- AWARDS IN 1997 (1)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
NUMBER OF SHARES, PERFORMANCE OR OTHER -----------------------------------------------------------------
UNITS OR OTHER PERIOD UNTIL MATURATION
RIGHTS(2) OR PAYOUT(3) THRESHOLD TARGET MAXIMUM
---------------------- ------------------------ -------------------------- ------------------------ -----------
EVA-REGISTERED EVA-REGISTERED EVA-REGISTERED EVA-REGISTERED EVA-REGISTERED
NAME TRADEMARK-(2) SRP(3) TRADEMARK-(4) SRP TRADEMARK-(5) SRP(6) TRADEMARK-(7) SRP(8) TRADEMARK-(9)
- ----------- ----------- --------- ------------- --------- ----------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
R. O. Viets $ 44,400 190,000 -- 1997-1998 $ 40,848 0 $ 55,648 41,304 $ 122,545
J. F.
Vergon $ 22,200 59,000 -- 1997-1998 $ 40,180 0 $ 51,664 12,826 $ 120,541
<CAPTION>
NAME SRP(10)
- ----------- -----------
<S> <C>
R. O. Viets 67,858
J. F.
Vergon 21,071
</TABLE>
- --------
(1) Amounts listed under columns headed "EVA-Registered Trademark-" are dollar
amounts under CILCORP's EVA-Registered Trademark--Based Incentive
Compensation Plan. Columns headed "SRP" pertain to the CILCORP Shareholder
Return Incentive Compensation Plan.
(2) Amounts listed are the net increases accrued during the 1997 plan year to
previously accumulated balances.
(3) Amounts listed are the number of performance shares allocated in 1997.
(4) Each year, one-third of the net balance accumulated in the EVA-Registered
Trademark- Plan is paid to the participant. (See Summary Compensation Table
for amounts paid in 1997.)
(5) Amounts listed are payable if net change in EVA-Registered Trademark- in
1998 is zero.
(6) Represents minimum amount received if market price of Company stock does not
exceed $36 per share.
(7) Amounts listed are payable if net change in EVA-Registered Trademark- in
1998 is the same as in 1997.
(8) Amounts listed are the number of shares of common stock of the Company
received upon exercise of all performance shares if the market price is $46
per share.
(9) Amounts listed are accumulated balances at the beginning of the 1998 plan
year.
8
<PAGE>
(10) Amounts listed are the number of shares of common stock of the Company
received upon exercise of all performance shares if the market price is $56
per share. A market price in excess of $56 per share would result in the
payment of a cash bonus based on the amount of such excess and the number of
performance shares held.
CERTAIN PLANS
BENEFIT REPLACEMENT PLAN. The Board of Directors has established a
Benefit Replacement Plan (the "Benefit Replacement Plan"). The Benefit
Replacement Plan provides for payments to participants from the Company's
general funds to restore the retirement benefit under the Company's
non-contributory Pension Plan for Management, Office and Technical Employees
(the "Pension Plan") when such benefit is restricted by (1) the maximum defined
benefit limitation of Section 415(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), (2) the index compensation limitation of Code Section
401(a)(17), and (3) participation in certain of the Company's deferred
compensation plans. The Benefit Replacement Plan generally covers all Pension
Plan participants affected by these restrictions and provides for payment at the
times and in the forms of the Pension Plan.
PENSION PLAN. Pension benefits are provided through the Pension Plan.
Pension benefits are determined using a formula based on years of service and
highest average rate of monthly earnings for any sixty consecutive month period.
The normal retirement date specified in the Pension Plan is age 65. Retirement
prior to age 62 results in an appropriate reduction in pension benefits.
The following table shows the aggregate annual benefits payable on a
straight life annuity basis upon retirement at normal retirement age under the
Pension Plan and under the Benefit Replacement Plan discussed above. The amounts
shown are not subject to any deduction for Social Security benefits or other
offset amounts other than that for an optional survivorship provision.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$200,000 42,750 57,000 71,250 85,500 99,750
225,000 48,096 64,128 80,160 96,192 112,224
250,000 53,442 71,250 89,064 106,878 124,692
275,000 58,781 78,375 97,969 117,563 137,156
300,000 64,128 85,500 106,878 128,250 149,628
400,000 85,500 114,000 142,500 171,000 199,500
500,000 106,878 142,500 178,128 213,715 249,378
</TABLE>
9
<PAGE>
The sum of annual and long-term compensation shown for the individuals
listed in the above Summary Compensation Table is substantially compensation as
covered by the Pension Plan and the Benefit Replacement Plan. At January 1,
1998, the credited years of service under the Pension Plan for such individuals
are as follows: R. O. Viets -- 24 years, J. F. Vergon -- 26 years, T. S.
Romanowski -- 26 years, M. J. Bowling -- 20 years and S. A. Cisel -- 23 years.
REPORT ON EXECUTIVE COMPENSATION
BACKGROUND AND POLICIES. The compensation of the Company's Chief
Executive Officer is determined by the Board of Directors of the Company's
parent, CILCORP Inc., upon the recommendation of the Compensation Committee of
the CILCORP Inc. Board of Directors. The compensation of all other executive
officers of the Company is determined by the Company's Board of Directors upon
the recommendation of the Chief Executive Officer. The compensation policies
with respect to the executive officers other than the Chief Executive Officer
are as follows:
1. Compensation levels should be established which are internally fair and
equitable, bearing in mind (a) past practices, patterns and relationships,
and (b) the relationship between officer level compensation and the
compensation provided for top level managers throughout the Company.
2. Compensation should be comparable and reasonable in relation to similar
positions in other utility companies of like size, structure and
characteristics.
3. Compensation of the executive officers should be directly related to the
economic value created for shareholders.
4. A compensation program should be designed to attract and retain superior
management.
EXECUTIVE OFFICER COMPENSATION PROGRAM. The Company's current executive
officer compensation program is comprised of two major components: base salary
and incentive compensation. Base salary levels for the Company's executive
officers are determined relative to other utility companies of similar size and
characteristics. In addition, consideration also is given the individual
officer's experience and performance. Salaries of the executive officers are
reviewed each year and may be adjusted based on the individual's contribution to
the Company's performance and on competitive pay levels.
PRESIDENT'S COMPENSATION. Robert O. Viets serves as president and chief
executive officer of CILCORP Inc. in addition to serving as chairman and chief
executive officer of CILCO. His compensation in his capacities as an officer of
both companies is
10
<PAGE>
determined by the Board of Directors of CILCORP upon recommendation of its
Compensation Committee. The Board of Directors of CILCO endorses and adopts the
recommendation and determination for 1997 of the CILCORP Board of Directors and
its Compensation Committee whereby Mr. Viets was awarded a salary of $410,000
commencing April 1, 1997, representing an increase of 3.6% over his prior salary
level.
As stated in the CILCORP Inc. proxy statement dated March 13, 1998 the
Compensation Committee of the CILCORP Board of Directors made the following
report:
"Upon the Committee's recommendation, Mr. Viets was awarded a salary of
$410,000 commencing April 1, 1997, representing an increase of 3.6% over his
prior salary level. The Committee based its decision on studies which
indicated that Mr. Viets' base salary was similar to the base salary
compensation of the Chief Executive Officers at comparable companies. The
Committee considered the achievement of the Company's objectives in the
preceding year, under Mr. Viets' direction, and the development of
additional capabilities within the organization that will prove to be
valuable in deregulated energy markets. The Committee recognized Mr. Viets'
vision and direction in placing the Company in a leadership position within
the utility industry. The Committee's evaluation also focused on management
of the ongoing operations of the Company and its subsidiaries, as well as
communications with all relevant constituencies. Mr. Viets also received an
award of $61,272 pertaining to the Company's 1997 EVA-Registered Trademark-
-Based Incentive Compensation Plan."
CILCO Board of Directors
R. O. Viets, CHAIRMAN
T. S. Romanowski
J. F. Vergon
PROPOSAL 2: AMEND ARTICLES OF INCORPORATION
The Board of Directors has approved, and submits for authorization and
approval of shareholders, a proposal to amend the statement of purpose for which
the Company is formed, as set forth in the Company's Articles of Incorporation,
by deleting the geographic limitation on the transaction of business and adding
the authorization to transact any lawful business for which corporations may be
incorporated ("Amendment"). Article 2 of the Company's Articles of Incorporation
currently provides that the object for which the Company is formed is to
"manufacture or generate and sell and distribute light, heat and power to the
public in the form of gas, electricity, steam, hot water or other agency in the
City of Peoria, County of Peoria, State of Illinois and other cities, towns and
villages in said State." The text of the proposed Amendment of Article 2 is as
follows:
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<PAGE>
"Article 2. The object for which it is formed is to manufacture or generate
and sell and distribute light, heat and power to the public in the form of
gas, electricity, steam, hot water or other agency and for the transaction
of any or all lawful businesses for which corporations may be incorporated
under this Act."
The Board of Directors believes that deletion of the geographic limitation
in the Articles of Incorporation and the authorization to transact any lawful
business allows the Company to compete more effectively in the deregulating
utility industry. Recently adopted Illinois legislation acknowledges and allows
Illinois-domiciled electric utility companies to conduct business without regard
to geographic boundaries.
The affirmative vote of the holders of at least two thirds (2/3) of the
outstanding shares of common and preferred stock of the Company, voting as a
single class, is required for adoption of this Amendment. If this proposed
Amendment is adopted by the shareholders, the Company intends to promptly effect
the Amendment by filing the Amendment with the State of Illinois.
The Board of Directors recommends the shareholders vote "For" the proposed
Amendment of the statement of purpose for which the Company is formed in the
Company's Articles of Incorporation (1) deleting the geographic limitation on
the transaction of business and (2) adding authorization to transact any lawful
business for which corporations may be incorporated.
OTHER MATTERS
The Board has no knowledge of any business to be presented for
consideration at the Annual Meeting other than that discussed above. Should any
other business properly come before the meeting or any adjournment thereof, it
is intended that the shares represented by proxies will be voted with respect
thereto in accordance with the best judgment of the persons named in such
proxies.
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PROPOSALS OF SHAREHOLDERS
Proposals of shareholders to be presented at the April 27, 1999 Annual
Meeting must be received not later than November 27, 1998, for inclusion in the
proxy statement and form of proxy relating to that meeting. Proposals should be
sent to the Secretary, Central Illinois Light Company, 300 Liberty Street,
Peoria, Illinois 61602.
By Order of the Board of Directors,
John G. Sahn
SECRETARY
March 27, 1998
EVA-Registered Trademark- is registered trademark of Stern Stewart & Co.
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CILCO
CENTRAL ILLINOIS LIGHT COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R.O. Viets, J.F. Vergon, and J.G. Sahn,
and each of them, attorneys and proxies with power of substitution to each,
with authority to vote all shares which the undersigned would be entitled to
vote if personally present at the 1998 annual meeting of shareholders of
Central Illinois Light Company, or at any adjournment thereof, upon the
election of directors and the amendment of the Articles of Incorporation as
set forth in the notice of meeting and proxy statement dated March 27, 1998,
and, in their discretion, upon any other matter which may properly come
before the meeting. The shares represented hereby will be voted as directed
on the reverse of this card.
IF NOT OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
PROXY.
PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER SHOULD
SIGN. ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHERS SIGNING IN A
REPRESENTATIVE CAPACITY SHOULD GIVE THEIR FULL TITLES.
TEAR OFF THIS PORTION
DATE: ________________________________, 1998
____________________________________________
SIGNATURE/S
____________________________________________
1. Election of Directors
/ / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
T.S. Romanowski, J.F. Vergon, and R.O. Viets
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
____________________________________________
2. Amendment of Article 2 of the Articles of Incorporation to (1) delete the
geographic limitation on the transaction of business and (2) add
authorization to transact any lawful business for which corporations may
be incorporated?
FOR AGAINST ABSTAIN
/ / / / / /
NO POSTAGE REQUIRED IF RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE
UNITED STATES.
REMOVE PROXY AT PERFORATION AND RETURN IN ENCLOSED BUSINESS REPLY ENVELOPE.
