SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994 or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
REQUIRED)
For the transition period from
to
Commission
File Number
-----------
Central Illinois Public Service Company 1-3672
CIPSCO Incorporated 1-10628
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN,
EMPLOYEE LONG-TERM SAVINGS PLAN-IUOE NO. 148 AND
EMPLOYEE LONG-TERM SAVINGS PLAN-IBEW No. 702
(the "Plans")
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(the "Company")
CIPSCO INCORPORATED
("CIPSCO")
607 East Adams Street
Springfield, Illinois 62739<PAGE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
TABLE OF CONTENTS
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Comparative Financial Statements 4- 9
Allocation of Changes in Net Assets Available for Benefits 10-16
Supplemental Schedules 17-20
Signature 21
Exhibit I - Consent of Independent Public Accountants 22
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Central Illinois Public
Service Company:
We have audited the accompanying statements of net assets available for
benefits of the CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM
SAVINGS TRUST (which includes the Central Illinois Public Service Company
Employee Long-Term Savings Plan and the Central Illinois Public Service Company
Employee Long-Term Savings Plans, IUOE No. 148 and IBEW No. 702) as of December
31, 1994 and 1993, and the related statements of changes in net assets avail-
able for benefits for each of the three years in the period ended December 31,
1994. These financial statements and the schedules referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Central
Illinois Public Service Company Master Long-Term Savings Trust as of December
31, 1994 and 1993, and the changes in net assets available for benefits for
each of the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of allocation of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits of each
fund and is not a required part of the basic financial statements. The
supplemental schedule of assets held for investment purposes and schedule of
reportable transactions are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule of allocation of changes in net assets available for
benefits and the supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 22, 1995
1<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND 1993
1994 1993
____ ____
Investments, at fair value (Notes 1 and 2):
(Cost $54,381,683 see pages 17-19)
CIPSCO Common Stock Fund $ 18,905,904 $ 17,612,460
Bond Index Fund 4,636,269 4,401,091
Standard & Poor's (S&P's) 500 Equity
Index Fund 11,162,400 9,756,921
Money Market Fund 7,836,933 6,713,613
Growth Equity Fund 13,152,791 12,375,722
Participant Loan Fund 1,899,339 1,574,891
___________ ___________
Total investments 57,593,636 52,434,698
Receivables:
Cash 82,133 -
Securities Sold 70,724 72,633
Payroll withholdings (Note 2) 269,971 76,611
Interest and Dividends 58,371 34,864
___________ ___________
Total assets 58,074,835 52,618,806
___________ ___________
Liabilities:
Securities Purchased 535,093 750,015
___________ ___________
Net assets available for benefits $ 57,539,742 $ 51,868,791
=========== ===========
The accompanying notes to comparative financial statements are an integral part
of these statements.
2<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 7,466,491 $ 6,406,315 $ 5,451,857
Investment income 2,475,524 2,083,025 1,813,565
Realized (losses) on sales
of investments (Note 2) (642,631) (321,431) (219,222)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) (2,549,497) 1,794,518 2,216,231
___________ ___________ ___________
6,749,887 9,962,427 9,262,431
Deductions:
Distributions to former
participants (Note 1) 1,078,936 1,971,614 1,715,376
___________ ___________ ___________
Net increase 5,670,951 7,990,813 7,547,055
Net assets available for benefits
Beginning of period 51,868,791 43,877,978 36,330,923
___________ ___________ ___________
End of period $ 57,539,742 $ 51,868,791 $ 43,877,978
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of these statements.
3<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
NOTES TO COMPARATIVE FINANCIAL STATEMENTS
(1) Summary of Plans' Provisions
____________________________
- Description of Plans
The Central Illinois Public Service Company Master Long-Term Savings
Trust (the "Master Trust") was established April 1, 1985 to serve as
the funding medium for the Central Illinois Public Service Company
Employee Long-Term Savings Plan (the "Executive and Wage and Salary
Plan"), the Central Illinois Public Service Company Employee Long-
Term Savings Plan - IUOE No. 148 (the "IUOE Plan") and the Central
Illinois Public Service Company Employee Long-Term Savings Plan -
IBEW No. 702 (the "IBEW Plan") (collectively, the "Plans"). The
Plans, defined contribution plans subject to the Employee Retirement
Income Security Act of 1974 (ERISA), were adopted to provide a
systematic means by which certain eligible employees of Central
Illinois Public Service Company (an Illinois corporation and a
subsidiary of CIPSCO Incorporated) (CIPS or the "Company") and
affiliated employers adopting a Plan (collectively, the "Employers")
may adopt a regular savings program and to provide federal income tax
benefits resulting from participation in the Plans. Except for
eligibility requirements and Participants' ability to make rollover
contributions under the Executive and Wage and Salary Plan effective
January 1, 1993, the Plans are substantially identical. Participants
should refer to the appropriate plan agreement for a more complete
description of the plans' provisions.
- Plan Administration
The Plans are administered by separate committees (the "Committees"),
which currently consist of five members approved by the Company. The
Committees have the power to adopt rules and regulations as deemed
necessary or advisable to carry out the Plans in accordance with
their terms. No member of the Committees who is an employee of the
Company may receive any remuneration for services in the capacity as
a member of the Committees. The Boston Safe Deposit and Trust
Company, (the "Trustee") served as trustee under the Master Trust
through March 31, 1995. Effective April 1, 1995 Merill Lynch Trust
Company of America became the Trustee of the Master Trust.
4<PAGE>
All expenses to administer the Plans, including the fees and expenses
of the Trustee, are paid by the Company, except as provided for in
the Plans. All transaction fees of an investment fund are paid from
the assets of that investment fund.
- Investment Funds
The Plans provide for the following Investment Funds (the "Funds"):
The CIPSCO Common Stock Fund invests in CIPSCO common stock which it
purchases on the open market from time to time. The Boston Safe
Deposit and Trust Company, as Trustee, handles the purchases and
sales of CIPSCO common stock.
The Bond Index Fund invests in the Wells Fargo Bank Bond Index Fund,
which is a stratified sample of bonds from the Lehman Brothers
Government/Corporate Bond Index (the "Bond Index"). The Bond Index
is comprised primarily of U.S. Treasury, U.S. Agency and corporate
bonds.
The S&P'S 500 Equity Index Fund invests in the Wells Fargo Bank
Equity Index Fund. The objective of this fund is to match returns
of the Standard & Poor's 500 Composite Index with a high degree of
accuracy.
The Money Market Fund invests in the Boston Safe Deposit and Trust
Company's Daily Income Fund, which provides for investment and
reinvestment in short-term marketable, fixed-income obligations.
Investments consist primarily of repurchase agreements backed by U.S.
Government guaranteed collateral, high grade commercial paper,
certificates of deposit, bankers' acceptances and U.S. Treasury and
U.S. Agency short-term obligations.
The Growth Equity Fund invests in a separately managed portfolio
consisting primarily of diversified stocks and cash equivalents
managed by Investment Advisers, Inc.
The Participant Loan Fund consists of amounts loaned to participants
as provided for in the Plans.
- Employee Eligibility
Each employee of the Employers receiving regular salary or wages who
has completed one year of service (defined as a twelve month period
during which an employee has completed at least 1,000 hours of
service) and has attained the age of 21 is eligible to become a
Participant. Eligible employees who are part of the Local 148 or
Local 702 bargaining unit may participate in the IUOE Plan or IBEW
Plan, respectively, and all other eligible employees may participate
in the Executive and Wage and Salary Plan.
5<PAGE>
As of December 31, 1994 (1993 and 1992), each fund had the following
number of participants: CIPSCO Common Stock - 1,718 (1,656 and
1,579), Bond Index - 713 (686 and 621), S&P's 500 Equity Index -
1,278 (1,214 and 1,129), Money Market - 765 (710 and 765), Growth
Equity - 1,316 (1,303 and 1,196).
- Plan Contributions
The Plans permit a Participant to make contributions to the
applicable Plan through payroll reductions from 1% to 15% of the
Participant's compensation (as defined) from the Employers. The Tax
Reform Act of 1986 limited the maximum annual amount that may be
contributed by a Participant to $9,240 in 1994, $8,994 in 1993 and
$8,728 in 1992. The Employers transfer to the Master Trust the
amount designated by the Participant as the payroll reduction from
compensation. The amount so designated is credited to an account
established for the Participant (the "Participant's Account") and is
invested as directed by the Participant in one or more investment
funds. Contributions made are transferred at least semi-monthly to
the trustee. The Plans have no provisions for matching funds from
the Employers. Effective January 1, 1993, employees eligible to
participate in the Executive and Wage and Salary Plan may make
qualifying rollover contributions of amounts received as a
distribution from a prior employer's plan. Such contributions are
also credited to the Participant's Account and invested in accordance
with the Participant's directions.
The amounts in a Participant's Account are fully vested at all times.
By filing written instructions (quarterly) with the respective
Committees in accordance with the Plans, a Participant may suspend
contributions to the Plan, change the percentage of payroll
reductions, or change investment elections among the Funds for
amounts already contributed to or on deposit in the Participant's
Account and/or for future contributions.
- Plan Withdrawals/Loans
No withdrawals from a Participant's Account are permitted while the
Participant continues to be employed by the Employers except that,
upon compliance with the provisions of the Plan, one withdrawal may
be made each year in limited cases of financial hardship. In
addition, Participants in the Executive and Wage and Salary Plan may
make quarterly withdrawals of their rollover contributions and
earnings thereon.
Upon the application of a Participant, the applicable Committee may,
in its discretion and in compliance with the Plan, direct the Trustee
to make a loan to the Participant from the Participant's Account upon
such terms as the Committee shall specify. Participant loans are
maintained in the Participant Loan Fund. As of December 31, 1994
(1993 and 1992), 372 (328 and 311) Participants had loans
outstanding.
6<PAGE>
- Participant Distributions
Upon termination of employment for any reason, a Participant will be
entitled to receive the balance in the Participant's Account less the
unpaid amount of any loan to the Participant (including accrued
interest). Generally, distributions will be made in a lump sum.
Certain qualifying Participants may receive their distribution in
installments. Certain distributions may be deferred until the
Participant reaches age 70 1/2, dies, or requests earlier
distribution (whichever occurs first).
Amounts to be withdrawn by participants, but not yet paid by the Plan
are included in net assets available for benefits. Amounts to be
withdrawn by participants, but not yet paid by the Plan as of
December 31, 1994 and 1993 are as follows:
1994 1993
____ ____
CIPSCO Common Stock Fund $ 61,299 $ 48,906
Bond Index Fund 38,116 15,909
S&P's 500 Equity Index Fund 5,216 21,385
Money Market Fund 141,498 76,143
Growth Equity Fund 13,187 21,312
_______ _______
Total $259,316 $183,655
======= =======
- Plan Termination
Although it has not expressed any intent to do so, the Company has
the right to terminate the Plans subject to the provisions of ERISA.
Participants remain fully vested in their accounts should Plans
terminate.
- Plan Revisions
Effective as of April 1, 1995, Merrill Lynch Trust Company of America
became Trustee and Merrill Lynch, Pierce, Fenner and Smith
Incorporated became recordkeeper for the Plan. The investment
managers for the S&P 500 Equity Index Fund, Money Market Fund and
Growth Equity Fund were also changed. Also, effective July 1,
1995, four new investment options will be added to the five
funds already in place. The Plans will be changed to allow
additional services to Plan participants and greater flexibility in
switching between investment options on a more frequent basis.
(2) Summary of Significant Accounting Policies
__________________________________________
The financial statements of the Master Trust are prepared on the accrual
basis of accounting.
Payroll withholdings represent contributions and employee loan repayments
which are owed to the Plans as of December 31 resulting from accrued
payroll.
7<PAGE>
All investments are presented at fair value at December 31, 1994 and 1993.
The fair value of the CIPSCO Common Stock Fund was determined using the
year-end published market prices. Investments in the Equity Funds and
Bond Index Fund are valued at net asset market value including accrued
income on the last business day of each month. Investments in the Money
Market Fund are valued at cost plus accrued income.
Realized gains (losses) result from actual sales of investments in excess
of or below the value of the assets at the beginning of the plan year or
at time of purchase during the year. The change in unrealized
appreciation (depreciation) on investments represents the difference
between market value as of the valuation date as compared to the value of
the assets at the beginning of the plan year or at time of purchase during
the year; no actual sales have taken place.
(3) Tax Status of the Plans
_______________________
The Plans are intended to qualify as deferred compensation plans under
sections 401(a) and 401(k) of the Internal Revenue Code of 1986.
Qualification of the Plans means that a Participant will not be subject to
federal income taxes on amounts contributed to the Participant's Account,
or the earnings or appreciation thereon, until such amounts either are
withdrawn by the Participant or are distributed to the Participant or a
beneficiary in the event of the Participant's death. Payroll reduction
contributions to a Participant's Account reduce the gross income of the
Participant for federal income tax purposes to the extent of the
contributions. The Company received favorable determination letters from
the Internal Revenue Service dated March 7, 1986 concerning qualification
of the Plans (Executive and Wage and Salary Plan and the IUOE Plan) under
federal income tax regulations. In addition, the Company also received a
favorable determination letter from the Internal Revenue Service dated
December 8, 1986 concerning qualification of the Master Long-Term Savings
Trust under federal income tax regulations. The Company applied for a
determination letter from the Internal Revenue Service concerning
qualification of the IBEW Plan under federal income tax laws and
regulations on March 24, 1995. The Company also applied for new
determination letters on March 24, 1995 for the other Plans due to Plan
amendments required by changes in the law. Management believes that the
Plans are currently designed and being operated in compliance with
requirements of the Internal Revenue Code and that the trust is tax exempt
as of the financial statement date.
Discussions of the federal income tax consequences of the Plans, including
consequences on distribution of a Participant's Account, are contained in
the Company's Employee Long-Term Savings Plan Summary Plan Description and
Information Statement (dated June 21, 1995).
8<PAGE>
(4) Investments
___________
The following table presents investments. Investments that represent 5
percent or more of the plan's net assets available for benefits at year
end are identified separately.
December 31,
1994 1993
____ ____
Investments at Fair Value as
Determined by Quoted Market Price
Common Stocks:
CIPSCO Inc. $ 18,320,796 $ 17,068,802
Other Companies 12,539,748 11,212,041
___________ ___________
Total Corporate Stock - Common 30,860,544 28,280,843
___________ ___________
Common/Collective Trusts:
WFB Equity Index Fund 11,022,384 9,601,582
WFB Govt/Corp Bond Index Fund 4,607,606 4,334,817
The Boston Company Inc. (TBC)
Pooled Employee Funds Daily
Liquidity Fund 9,203,709 8,479,314
Other 90 163,251
___________ ___________
Total Common/Collective Trusts 24,833,789 22,578,964
___________ ___________
401(k) CIPS Employee Loans to
Various Participants 1,899,303 1,574,891
___________ ___________
Total Investments $ 57,593,636 $ 52,434,698
=========== ===========
(5) Supplemental Schedules
______________________
The supplemental "Schedule of Assets Held for Investment Purposes" and
"Schedule of Reportable Transactions" are presented for purposes of
complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The "Schedule of Assets Held for Investment Purposes" is a
detailed listing of investments held at year-end and the "Schedule of
Reportable Transactions" discloses any transaction or series of
transactions in excess of 5% of the current value of plan assets at the
beginning of year.
9<PAGE>
(1 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
CIPSCO Common Stock Fund
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 2,522,171 $ 2,110,858 $ 1,798,226
Loans to employees (207,388) (250,611) (300,224)
Investment income 1,213,334 1,014,955 880,345
Realized gains on sales of
investments (Note 2) 212,438 263,824 100,149
Change in unrealized
appreciation (depreciation)
on investments (Note 2) (2,332,909) (138,783) 875,264
Net transfers between funds 379,590 (620,271) (66,670)
___________ ___________ ___________
1,787,236 2,379,972 3,287,090
___________ ___________ ___________
Deductions:
Loan repayments from employees (240,033) (252,549) (213,332)
Distributions to former
participants (Note 1) 556,772 683,386 708,499
___________ ___________ ___________
316,739 430,837 495,167
___________ ___________ ___________
Net increase 1,470,497 1,949,135 2,791,923
Net assets available for benefits
Beginning of period 16,960,511 15,011,376 12,219,453
___________ ___________ ___________
End of period $ 18,431,008 $ 16,960,511 $ 15,011,376
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
10<PAGE>
(2 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Bond Index Fund
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 694,379 $ 551,033 $ 411,987
Loans to employees (82,673) (69,213) (58,521)
Investment income 323,904 263,520 205,438
Realized (losses) on sales
of investments (Note 2) (28,407) - (4,002)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) (461,910) 114,490 (5,408)
Net transfers between funds (228,331) 267,788 102,826
___________ ___________ ___________
216,962 1,127,618 652,320
___________ ___________ ___________
Deductions:
Loan repayments from employees (67,916) (67,883) (39,319)
Distributions to former
participants (Note 1) 39,009 88,933 55,873
___________ ___________ ___________
(28,907) 21,050 16,554
___________ ___________ ___________
Net increase 245,869 1,106,568 635,766
Net assets available for benefits
Beginning of period 4,396,284 3,289,716 2,653,950
___________ ___________ __________
End of period $ 4,642,153 $ 4,396,284 $ 3,289,716
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
11<PAGE>
(3 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
S&P's 500 Equity Index Fund
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 1,589,052 $ 1,291,848 $ 1,037,871
Loans to employees (198,759) (156,865) (176,014)
Investment income 303,470 244,228 205,103
Realized gains (losses) on
sales of investments
(Note 2) (2,742) - 639
Change in unrealized
appreciation (depreciation)
on investments (Note 2) (149,825) 577,769 321,181
Net transfers between funds (129,422) 316,280 (265,408)
___________ ___________ ___________
1,411,774 2,273,260 1,123,372
___________ ___________ ___________
Deductions:
Loan repayments from employees (171,154) (148,141) (112,100)
Distributions to former
participants (Note 1) 146,872 150,181 129,951
___________ ___________ ___________
(24,282) 2,040 17,851
___________ ___________ ___________
Net increase 1,436,056 2,271,220 1,105,521
Net assets available for benefits
Beginning of period 9,730,866 7,459,646 6,354,125
___________ ___________ __________
End of period $ 11,166,922 $ 9,730,866 $ 7,459,646
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
12<PAGE>
(4 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Money Market Fund
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 671,714 $ 670,408 $ 832,668
Loans to employees (218,359) (100,584) (351,046)
Investment income 286,755 216,905 256,116
Net transfers between funds 445,083 (708,455) 300,860
___________ ___________ ___________
1,185,193 78,274 1,038,598
___________ ___________ ___________
Deductions:
Loan repayments from employees (126,379) (156,950) (124,359)
Distributions to former
participants (Note 1) 169,161 847,362 633,818
___________ ___________ ___________
42,782 690,412 509,459
___________ ___________ ___________
Net increase (decrease) 1,142,411 (612,138) 529,139
Net assets available for benefits
Beginning of period 6,725,194 7,337,332 6,808,193
___________ ___________ __________
End of period $ 7,867,605 $ 6,725,194 $ 7,337,332
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
13<PAGE>
(5 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Growth Equity Fund
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 1,989,175 $ 1,782,168 $ 1,371,105
Loans to employees (227,974) (156,427) (186,995)
Investment income 194,588 187,537 131,254
Realized (losses) on sales
of investments (Note 2) (823,920) (585,255) (316,008)
Change in unrealized
appreciation on investments
(Note 2) 395,147 1,241,042 1,025,194
Net transfers between funds (466,920) 744,658 (71,608)
___________ ___________ ___________
1,060,096 3,213,723 1,952,942
___________ ___________ ___________
Deductions:
Loan repayments from employees (198,374) (190,989) (124,865)
Distributions to former
participants (Note 1) 159,949 179,063 184,051
___________ ___________ ___________
(38,425) (11,926) 59,186
___________ ___________ ___________
Net increase 1,098,521 3,225,649 1,893,756
Net assets available for benefits
Beginning of period 12,234,191 9,008,542 7,114,786
___________ ___________ __________
End of period $ 13,332,712 $ 12,234,191 $ 9,008,542
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
14<PAGE>
(6 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Participant Loan Fund
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Loans to employees $ 935,153 $ 733,700 $ 1,072,800
Investment income 153,473 155,880 135,309
___________ ___________ ___________
1,088,626 889,580 1,208,109
___________ ___________ ___________
Deductions:
Loan repayments from employees 803,856 816,512 613,975
Distributions to former
participants (Note 1) 7,173 22,689 3,184
___________ ___________ ___________
811,029 839,201 617,159
___________ ___________ ___________
Net increase 277,597 50,379 590,950
Net assets available for benefits
Beginning of period 1,821,745 1,771,366 1,180,416
___________ ___________ __________
End of period $ 2,099,342 $ 1,821,745 $ 1,771,366
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
15<PAGE>
(7 of 7)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Total of Funds
__________________________________
1994 1993 1992
____ ____ ____
Additions:
Employee contributions $ 7,466,491 $ 6,406,315 $ 5,451,857
Investment income 2,475,524 2,083,025 1,813,565
Realized (losses) on sales
of investments (Note 2) (642,631) (321,431) (219,222)
Change in unrealized
appreciation on investments
(Note 2) (2,549,497) 1,794,518 2,216,231
___________ ___________ ___________
6,749,887 9,962,427 9,262,431
___________ ___________ ___________
Deductions:
Distributions to former
participants (Note 1) 1,078,936 1,971,614 1,715,376
___________ ___________ ___________
Net increase 5,670,951 7,990,813 7,547,055
Net assets available for benefits
Beginning of period 51,868,791 43,877,978 36,330,923
___________ ___________ ___________
End of period $ 57,539,742 $ 51,868,791 $ 43,877,978
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral part
of this schedule.
16<PAGE>
<TABLE>
Page 1 of 3
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
SECURITY DESCRIPTION SHARES ORIGINAL COST FAIR VALUE
____________________ _____________ _____________ _____________
<S> <C> <C> <C>
Corporate Stock - Common
------------------------
Airtouch Communications Inc. 8,000.0000 $ 197,637.30 $ 233,000.00
Alco Std Corp 2,000.0000 112,705.73 125,500.00
American Greetings Corp Cl A 10,000.0000 235,293.20 270,000.00
Anadarko Pete Corp 3,700.0000 167,240.55 142,450.00
Boise Cascade Corp 5,400.0000 128,261.51 144,450.00
Browning Ferris Inds Inc 9,200.0000 273,153.06 261,050.00
* CIPSCO Inc 678,548.0000 17,919,241.06 18,320,796.00
CUC Intl Inc 6,600.0000 148,863.94 219,450.00
Cardinal Health Inc 3,300.0000 129,700.00 153,037.50
Carnival Corp Cl A 10,000.0000 146,199.00 212,500.00
CISCO Sys Inc 6,300.0000 131,707.93 221,287.50
Colgate Palmolive Co 3,300.0000 200,087.46 209,137.50
Columbia/HCA Healthcare Corp 14,700.0000 578,135.09 536,550.00
Compaq Computer Corp 6,800.0000 248,740.46 268,600.00
Corning Inc 7,900.0000 249,448.45 236,012.50
Daimler Beng AKT-ADR 4,300.0000 192,172.36 211,775.00
Disney, Walt Co. 4,300.0000 184,798.95 197,800.00
Dow Chem Co 6,900.0000 450,955.78 464,025.00
Enron Corp 6,500.0000 141,400.87 198,250.00
Enron Oil & Gas Co 6,300.0000 124,576.35 118,125.00
Federal Natl Mtg Assn 4,000.0000 319,351.50 291,500.00
First Data Corp 4,300.0000 183,008.00 203,712.50
Franklin Res Inc 4,500.0000 165,992.50 160,312.50
Georgia Pac Corp 3,000.0000 185,669.83 214,500.00
Great Lakes Chem Corp 5,500.0000 374,278.15 313,500.00
Home Depot Inc 7,900.0000 342,153.08 363,400.00
*Party-In-Interest Transaction
17<PAGE>
Page 2 of 3
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1994
SECURITY DESCRIPTION SHARES ORIGINAL COST FAIR VALUE
____________________ _____________ _____________ _____________
<S> <C> <C> <C>
Corporate Stock - Common (Continued)
------------------------------------
Huaneng Power Intl Inc Sponsored
Adr Ser N Shs 7,600.0000 $ 152,000.00 $ 112,100.00
Intel Corp 6,500.0000 384,081.22 415,187.50
Lyondell Petrochemical Co 5,000.0000 124,050.00 129,375.00
Marriott Intl Inc 8,500.0000 243,678.68 239,062.50
Mattel Inc 8,000.0000 173,956.00 201,000.00
McDonalds Corp 12,000.0000 287,493.40 351,000.00
Medtronic Inc 3,200.0000 111,896.63 178,000.00
Microsoft Corp 7,600.0000 375,289.99 464,550.00
Minerais Technologies Inc 7,000.0000 133,105.00 204,750.00
Morton Intl Inc Ind 6,600.0000 181,556.42 188,100.00
Motorola Inc 7,300.0000 249,140.98 423,400.00
Mutual Risk Mgmt Ltd 7,500.0000 169,504.20 196,875.00
Nationsbank Corp 3,000.0000 158,450.72 135,375.00
Newell Co 7,800.0000 159,669.43 163,800.00
Nokia Corp ADR 3,600.0000 171,691.24 270,000.00
Norwest Corp 9,000.0000 188,320.89 210,375.00
Philip Moris Cos Inc. 4,500.0000 247,957.14 258,750.00
Scherer R P Corp Del 5,000.0000 143,187.07 226,875.00
Schlumberger Ltd 2,000.0000 122,030.29 100,750.00
Sensormatic Electrs Corp 7,500.0000 121,250.00 270,000.00
Tandy Corp 3,400.0000 158,867.27 170,000.00
18<PAGE>
Page 3 of 3
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
SECURITY DESCRIPTION SHARES ORIGINAL COST FAIR VALUE
____________________ _____________ ______________ ____________
<S> <C> <C> <C>
Corporate Stock - Common (Continued)
------------------------------------
Tele Communications Inc New A 6,100.0000 $ 137,015.30 $ 132,675.00
Unum Corp 4,300.0000 169,301.05 162,325.00
United Healthcare Corp 6,000.0000 258,061.97 270,750.00
U S Healthcare Inc 5,900.0000 236,835.41 243,375.00
Viacom Inc Clas B 7,994.7350 300,078.57 325,785.45
Wal Mart Stores Inc 11,800.0000 254,408.00 250,750.00
Walgreen Co 6,300.0000 251,893.73 274,837.50
_____________ _____________
TOTAL CORPORATE STOCK - COMMON 29,195,542.71 30,860,543.95
Common/Collective Trusts
------------------------
Wells Fargo Bank (WFB)
Equity Index Fund 105,561.0000 9,263,710.49 11,022,383.41
Wells Fargo Money Mkt Fund 90.0000 90.00 90.00
WFB Govt/Corp Bond Index Fund 44,440.0000 4,819,327.87 4,607,606.35
* TBC Inc Pooled Employee Funds 9,203,709.0000 9,203,709.00 9,203,709.00
Daily Liquidity Fund
______________ ____________
TOTAL COMMON/COLLECTIVE TRUSTS 23,286,837.36 24,833,788.76
Employee Loans
--------------
401K CIPS Employee Loans to 1,899,303.0500 - 1,899,303.05
Various Participants
(interest rates ranging from
at 7% to 11.5) _____________ _____________
TOTAL INVESTMENT $52,482,380.07 $57,593,635.76
============= =============
* Party-In-Interest Transaction
</TABLE>
19 <PAGE>
<TABLE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER TRUST
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
COST OF ASSETS
FUND NAME SECURITY DESCRIPTION PURCHASES SALES DISPOSED GAIN/(LOSS)
_________ ____________________ ____________ ____________ ______________ ____________
<S> <C> <C> <C> <C> <C>
CIPSCO Common 5% Limit = $851,850.70
Stock Fund
CIPSCO, Inc. $3,693,581.62 $ - $ - $ -
CIPSCO, Inc. - - - -
TBC, Inc. Pooled Employee Funds 4,278,106.00 - - -
TBC, Inc. Pooled Employee Funds - 4,236,655.00 4,236,655.00 -
____________ ____________ ____________ __________
7,971,687.62 4,236,655.00 4,236,655.00 -
Bond Index 5% Limit = $220,058.52
Fund
Wells Fargo Money Market Fund 1,090,424.00 - - -
Wells Fargo Money Market Fund - 1,156,579.00 1,156,579.00 -
WFB Govt./Corp. BD Index Fund 799,201.84 - - -
WFB Govt./Corp. BD Index Fund - 357,237.79 365,228.39 (7,990.60)
TBC, Inc. Pooled Employee Funds 1,026,381.00 - - -
TBC, Inc. Pooled Employee Funds - 997,792.00 997,792.00 -
Commitment to Purchase WFB
Comingled Fund 295,890.61 - - -
Commitment to Purchase WFB
Comingled Fund - 295,890.61 295,890.61 -
____________ ____________ ____________ __________
3,211,897.45 2,807,499.40 2,815,490.00 (7,990.60)
S&P's 500 5% Limit = $487,855.65
Equity
Index Fund WFB Equity Index Fund 1,331,788.13 - - -
WFB Equity Index Fund - 56,905.39 48,841.73 8,063.66
WFB Money Market Fund 1,289,315.00 - - -
WFB Money Market Fund - 1,388,789.00 1,388,789.00 -
TBC, Inc. Pooled Employee Funds 2,240,741.00 - - -
TBC, Inc. Pooled Employee Funds - 2,156,491.00 2,156,491.00 -
Commitment to Purchase WFB
Comingled Fund 301,984.66 - - -
Commitment to Purchase WFB
Comingled Fund - 301,984.66 301,984.66 -
____________ ____________ ____________ __________
5,163,828.79 3,904,170.05 3,896,106.39 8,063.66
Money Market 5% Limit = $336,594.06
Fund
TBC, Inc. Pooled Employee Funds 1,859,560.00 - - -
TBC, Inc. Pooled Employee Funds - 736,239.00 736,239.00 -
____________ ____________ ____________ __________
1,859,560.00 736,239.00 736,239.00 -
Growth Equity 5% Limit = $614,505.52
Fund
General Elec. Co. 206,583.40 - - -
General Elec. Co. - 416,631.09 432,969.28 (16,338.19)
Itel Corp. 397,074.90 - - -
Itel Corp. - 247,581.89 208,288.70 39,293.19
TBC, Inc. Pooled Employee Funds 7,005,264.08 - - -
TBC, Inc. Pooled Employee Funds - 7,558,515.00 7,558,515.00 -
____________ ____________ ____________ __________
7,608,922.38 8,222,727.98 8,199,772.98 22,955.00
Loan Fund 5% Limit = $78,744.56
Loans to Various Participants - 650,140.15 650,140.15 -
____________ ____________ ____________ __________
- 650,140.15 650,140.15 -
</TABLE>
20<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Committee has duly caused this Annual Report to be signed by the
undersigned thereunto duly authorized.
CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN,
EMPLOYEE LONG-TERM SAVINGS PLAN
- IUOE NO. 148 AND
EMPLOYEE LONG-TERM SAVINGS PLAN,
- IBEW NO. 702
By /s/ C. D. Nelson
__________________________________________
C. D. Nelson
Chairman of the Employee Long-Term
Savings Plan Committee, Employee
Long-Term Savings Plan - IUOE
No. 148 Committee and Employee
Long-Term Savings Plan - IBEW
No. 702 Committee
June 28, 1995
21<PAGE>
Exhibit I
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 22, 1995, included in this Form 11-K
for the year ended December 31, 1994, into Central Illinois Public Service
Company's previously filed Registration Statements File Nos. 33-29384, 33-
31475, 33-59674, 33-45506 and 33-56063 and CIPSCO Incorporated's previously
filed Registration Statement File No. 33-32936.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 22, 1995
22<PAGE>
