<PAGE> 1
This filing is made pursuant to Rule 424(b)(3) under the Securities Act of 1933
in connection with Registration No. 33-56063.
PROSPECTUS
$50,000,000
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
FIRST MORTGAGE BONDS
MEDIUM-TERM NOTES
(SERIES OF FIRST MORTGAGE BONDS)
CUMULATIVE PREFERRED STOCK
PAR VALUE $100 PER SHARE
Central Illinois Public Service Company (the "Company") may offer from time
to time, in one or more series, not more than $50,000,000 in the aggregate of
the following securities, at prices and on terms to be determined at or prior to
the time or times of sale: (i) First Mortgage Bonds (the "Bonds"), (ii) Medium-
Term Notes, as series of First Mortgage Bonds (the "Notes"), and (iii) shares of
Cumulative Preferred Stock, par value $100 per share (the "New Preferred") (the
Bonds and the Notes are herein collectively called the "Debt Securities", and
the New Preferred and the Debt Securities are herein collectively called the
"Securities").
The specific terms of each issue of the Securities, together with the terms
of the offering of such issue, will be set forth in an accompanying prospectus
supplement and, in the case of the Notes, a pricing supplement (collectively, a
"Prospectus Supplement"). The applicable Prospectus Supplement will set forth
with regard to the particular Securities being offered (the "Offered
Securities"), without limitation, the following: (i) in the case of each series
of the Debt Securities, the designation or designations, aggregate principal
amount, maturity or maturities, rate or rates of interest, times of payment of
interest, any sinking fund or other redemption or purchase terms and any other
special terms of such Debt Securities; and (ii) in the case of each series of
the New Preferred, the designation thereof and the number of shares constituting
such series, dividend payment dates and dividend rate or rates (or method of
determination or calculation thereof), redemption provisions, if any, sinking
fund or purchase fund provisions, if any, and any other special terms of such
New Preferred.
The Securities will be represented either by global securities registered
in the name of a nominee of The Depository Trust Company ("DTC") or such other
depository as is specified in the applicable Prospectus Supplement or pricing
supplement thereto, as depository (the "Depository"), or by securities in
certificated form issued to the registered owners thereof, as set forth in the
applicable Prospectus Supplement. Interests in any global securities will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depository (with respect to its participants' interests) and
by its participants or persons that hold through such participants (with respect
to the interest of persons other than such participants). Except in the
circumstances described herein, certificated securities will not be issued in
exchange for global securities.
For further information relating to the Debt Securities, see "Description
of Debt Securities" and "Book-Entry System" herein and the applicable Prospectus
Supplement. For further information relating to the New Preferred, see
"Description of New Preferred" and "Book-Entry System" herein and the applicable
Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR 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 Company may sell the Securities to or through underwriters, dealers or
agents or directly to one or more purchasers. The applicable Prospectus
Supplement will set forth the names of any underwriters, dealers or agents
involved in the distribution of the Offered Securities, any applicable
commissions, discounts or allowances, the net proceeds to the Company, or the
means of determining the same, from any such sale and any initial public
offering price. See "Plan of Distribution" for possible indemnification
arrangements for underwriters, dealers, agents and purchasers.
------------------------
The date of this Prospectus is May 31, 1995.
<PAGE> 2
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"). Reports, proxy statements and other information
filed by the Company may be inspected and copied, at prescribed rates, at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at its regional offices located at 500 West
Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities. This Prospectus does not contain all of the
information set forth in such Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statement and the exhibits thereto for
further information with respect to the Company and the Securities. The Company
is not required to, and does not, provide annual reports to holders of its debt
securities unless specifically requested by a holder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994 (the "1994 Form 10-K").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
All documents subsequently 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 or offerings made by this Prospectus
shall be deemed to be incorporated in this Prospectus by reference and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated by reference in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any 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, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents that have been or
may be incorporated in this Prospectus by reference, other than certain exhibits
to such documents that have not been specifically incorporated by reference
herein. Requests should be directed to C.D. Nelson, 607 East Adams Street,
Springfield, Illinois 62739, 217/523-3600.
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SELECTED INFORMATION
The following information is qualified in its entirety by the detailed
information and the financial statements and notes appearing elsewhere in this
Prospectus or in the documents incorporated in this Prospectus by reference.
THE OFFERING
<TABLE>
<S> <C>
Securities Offered.... $50,000,000 aggregate amount of
(i) First Mortgage Bonds,
(ii) Medium-Term Notes (series of First Mortgage Bonds), and
(iii) Cumulative Preferred Stock, par value $100 per share
Use of Proceeds....... To redeem, refund, refinance, purchase or pay at maturity certain
currently outstanding securities of the Company and for general
corporate purposes as described under "Use of Proceeds" herein.
</TABLE>
THE COMPANY
<TABLE>
<S> <C>
Business.......................................................... Electric and gas utility
Service area...................................................... Portions of central and
southern Illinois
Estimated Population of Service Area.............................. 820,000
Revenue Sources for 1994.......................................... 83% Electric and 17% Gas
Sources of KWH Generation for 1994................................ More than 99% coal and
less than 1% oil
Estimated 1995-1999 Construction Expenditures..................... $449 million
Estimated Clean Air Act Construction Expenditures (expenditures
through 1999 included in total construction expenditures
above).......................................................... $40 million(1)
</TABLE>
- ---------------
(1) Clean Air Act expenditures may be significantly higher if modifications to
an existing scrubber are found to be necessary or if certain alternative
compliance strategies are pursued based on ongoing studies. See "Managements
Discussion and Analysis of Financial Condition and Results of
Operations -- Central Illinois Public Service Company -- Capital and
Financing Requirements, -- Fuel Strategies and -- Clean Air Act" in the 1994
Form 10-K.
3
<PAGE> 4
CERTAIN FINANCIAL INFORMATION OF THE COMPANY
(Dollars in thousands)
SELECTED INCOME STATEMENT DATA:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, TWELVE
----------------------------------- MONTHS ENDED
1992 1993 1994 APRIL 30,
--------- --------- --------- 1995
------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Operating Revenues........................... $ 729,402 $ 834,556 $ 835,882 $814,852
Income Before Interest Charges............... 107,523 118,111 114,824 114,072
Net Income................................... 72,601 84,011 81,913 81,240
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES AND TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges is computed by dividing earnings by
fixed charges. The ratio of earnings to fixed charges plus preferred stock
dividends is computed by dividing earnings by the sum of fixed charges plus
preferred stock dividend requirements before income taxes. For the purposes of
such computations (i) earnings consist of net income plus fixed charges and
income taxes; (ii) fixed charges consist of interest on long-term debt, net of
amortization of debt discount, premium and expense, interest on provision for
revenue refund and other interest charges; and (iii) preferred stock dividend
requirements before income taxes represent the preferred stock dividends
adjusted to a pre-income tax amount computed at the effective income tax rate
for the applicable period.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, TWELVE
---------------------------------------- MONTHS ENDED
1990 1991 1992 1993 1994 APRIL 30,
---- ---- ---- ---- ---- 1995
------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........ 3.60 3.79 4.12 4.82 4.93 4.86
Ratio of Earnings to Fixed Charges plus
Preferred Stock Dividends............... 2.99 3.16 3.45 4.12 4.22 4.13
</TABLE>
4
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THE COMPANY
The Company was organized in 1902 under the laws of the State of Illinois.
The Company is a public utility operating company engaged in the sale of
electricity and natural gas in portions of central and southern Illinois. The
Company generates, transmits and distributes electricity and, through
interchange agreements with other utility systems, purchases and sells power on
a firm basis, in emergency situations or when economical to do so. The Company
sells natural gas, which it purchases from suppliers and distributes in various
parts of the territory served, and transports natural gas purchased by end-users
directly from suppliers. CIPSCO Incorporated is the owner of all of the
outstanding Common Stock of the Company. The principal executive offices of the
Company are located at 607 East Adams Street, Springfield, Illinois 62739, and
its telephone number is 217/523-3600.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities will be used (i) in connection with the payment at maturity or the
redemption, refunding, refinancing or purchase of certain currently outstanding
first mortgage bonds of the Company (the "Prior Securities") and (ii) for
general corporate purposes (including payment of short-term debt incurred to
finance construction expenditures and for issuance costs). The specific
allocation of the net proceeds of a particular series of Offered Securities and
information relating to the particular Prior Securities, if any, to be paid at
maturity, redeemed, refunded, refinanced or purchased will be described in the
Prospectus Supplement related thereto. Any Prior Securities purchased will be
purchased at a price not in excess of the then-current redemption price
applicable to such securities. In case of the redemption, refunding or purchase
of Prior Securities, proceeds of the Offered Securities may be applied to pay
any redemption premium or purchase price in excess of the principal amount.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued as one or more additional series under,
and secured by, the Indenture of Mortgage or Deed of Trust dated October 1,
1941, as amended and supplemented, and as to be further amended by one or more
supplemental indentures (each a "Supplemental Indenture") to be entered into in
connection with each series of Debt Securities, between the Company and Bank of
America Illinois (formerly Continental Bank, N.A. and formerly Continental
Illinois National Bank and Trust Company of Chicago), Chicago, Illinois (the
"Trustee") and an individual successor Co-Trustee (collectively, the
"Trustees"). Said Indenture of Mortgage or Deed of Trust, as amended and
supplemented, and each Supplemental Indenture, copies of which are filed as
exhibits to the Registration Statement (and are incorporated herein by
reference), are herein called the "Indenture."
The following statements, unless the context otherwise indicates, are brief
summaries of the substance or general effect of certain provisions of the
Indenture. The statements make use of defined terms and are not complete; they
are subject to all the provisions of the Indenture and are qualified in their
entirety by reference to the Indenture.
GENERAL
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the Debt Securities being offered
hereby and thereby (the "Offered Debt Securities"): (1) the designation or
designations and the principal amount or amounts of the Offered Debt Securities;
(2) the date or dates on which the principal of the Offered Debt Securities
shall be payable; (3) the rate or rates (or method of calculation) at which the
Offered Debt Securities shall bear interest, the date or dates from which such
interest shall accrue and the dates on which such interest shall be payable; (4)
the price or prices at which, the period or periods within which and the terms
and conditions upon which the Offered Debt Securities may be redeemed at the
option of the Company or purchased by the Company at the option of the holder;
and (5) the price or prices at which, the period or periods within which and the
terms and conditions upon which the Offered Debt Securities shall be redeemed
pursuant to any mandatory or optional
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<PAGE> 6
sinking or debt retirement fund. The holders of the outstanding first mortgage
bonds do not have the right to tender such first mortgage bonds to the Company
for repurchase upon the Company becoming involved in a highly leveraged or
change in control transaction, and the Company does not currently intend to
afford the holders of the Debt Securities such a right.
Principal of and interest on the Debt Securities will be payable in
Chicago, Illinois, or New York, New York and interest is payable, at the option
of the Company, by check mailed to the registered owners of the Debt Securities.
The Debt Securities may be issued in fully registered form without coupons in
denominations of $1,000 each or any integral multiple thereof or by a global
security registered in the name of the Depository. Transfers and exchanges of
Debt Securities for other registered Debt Securities will be made without charge
other than for any taxes or other government charges. The Company will not be
required (a) to issue, register, transfer or exchange Debt Securities of a
particular series and maturity during a period beginning at the opening of
business on the tenth business day next preceding any selection of Debt
Securities of such series and maturity to be redeemed and ending at the close of
business on the day on which the applicable notice of redemption is given, (b)
to register, transfer or exchange any Debt Securities selected, called or being
called for redemption in whole or in part or (c) to transfer, exchange or
register Debt Securities during the 10 days next preceding an interest payment
date applicable to such Debt Securities.
At April 30, 1995, the Company had outstanding $295,000,000 in principal
amount of first mortgage bonds issued under the Indenture. Debt Securities may
be authenticated against an equivalent principal amount of first mortgage bonds
previously issued under the Indenture ("Prior Bonds") and/or against net
expenditures for bondable property, which aggregated not less than
$1,097,000,000 on April 30, 1995. See "Issuance of Additional Debt Securities"
below. For the five years and four months ended April 30, 1995, gross additions
to the utility properties of the Company aggregated approximately $519,491,000.
Gross retirements for such period were approximately $87,351,000.
DEBT RETIREMENT
Except as expressly set forth in any Prospectus Supplement relating to the
Offered Debt Securities, the Debt Securities will not be entitled to any
covenant providing for the retirement or amortization of Debt Securities
outstanding or for the certification of expenditures for bondable property in
lieu of such retirement. However, with respect to the Company's first mortgage
bonds of Series K and L, the Indenture provides that during each calendar year
the Company will retire, or pay the Trustee cash sufficient to redeem, 1% of the
amount of each such Series then outstanding; or, in lieu thereof, certify to the
Trustee $1,666.67 of net expenditures for bondable property on which the
Indenture is a first mortgage lien, for each $1,000 of such first mortgage bonds
otherwise required to be retired. Unapplied net expenditures for bondable
property and, as to first mortgage bonds of such Series K and L, unapplied
excess retirements of first mortgage bonds of such series, made in prior years
may be used to satisfy the foregoing provisions. Certain retired series of first
mortgage bonds may be applied, to the extent of 100% of the principal amount
thereof, and any net expenditures for bondable property used or applied to
satisfy the debt retirement provisions applicable to said retired series may be
used again, as the basis for authentication of the Company's first mortgage
bonds, the withdrawal of cash or the release of property under the Indenture.
MAINTENANCE AND RENEWAL
The Indenture provides that so long as any first mortgage bonds, including
the Debt Securities, are outstanding, the Company will expend during each
calendar year, and certify to the Trustees, an amount equal to 15% of its
utility operating revenues for such year (after deducting from such revenues the
cost of electricity and gas purchased for resale) for (1) the maintenance and
repair of its mortgaged utility properties, (2) bondable property on which the
Indenture is a first mortgage lien and/or (3) the retirement of the Company's
first mortgage bonds (including any Debt Securities) of any series heretofore or
hereafter issued under the Indenture. In lieu of such requirement, the Company
may pay to the Trustees, in cash, any deficiency in the amount required to be so
expended, after deducting any unapplied excess expenditures previously made for
any of such purposes. Any such cash may be applied to the retirement, through
purchase, payment or redemption, of the Company's first mortgage bonds
(including any Debt Securities)(such retirement by
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<PAGE> 7
redemption to be only if the Debt Securities or such first mortgage bonds are
otherwise redeemable) or be withdrawn by the Company to the extent of 100% of
either gross or net expenditures for bondable property on which the Indenture is
a first mortgage lien.
The Indenture also provides that (i) the Company shall maintain the
mortgaged properties in good repair and working order, (ii) the Trustee may, and
if requested by holders of a majority in principal amount of all outstanding
first mortgage bonds and furnished with the necessary funds therefor shall,
cause such properties to be inspected by an independent engineer (not more often
than at five-year intervals) to determine whether they have been so maintained
and whether any property, not retired on the Company's books, should be so
classified for the purpose of computing net expenditures for bondable property
or otherwise and (iii) the Company shall make good any deficiency in maintenance
disclosed by such engineer's report as rendered or as modified by arbitration.
SECURITY
The Debt Securities will be secured by the lien of the Indenture and will
rank equally with all the Company's first mortgage bonds at any time outstanding
under and secured by the Indenture, except as to differences between series
permitted by the Indenture and not affecting the rank of the lien thereof. In
the opinion of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd., Springfield,
Illinois, counsel for the Company, the Indenture constitutes a first mortgage
lien, subject only to permitted encumbrances and liens, on all or substantially
all the permanent fixed properties (other than excepted property) now owned by
the Company. The Indenture contains provisions subjecting after-acquired
property, other than excepted property, to the lien thereof. Such provisions
might not be effective as to proceeds, products, rents, issues or profits of
property subject to the lien of the Indenture realized, and additional property
acquired, within 90 days prior and subsequent to the filing of a case with
respect to the Company under the United States Bankruptcy Code, state insolvency
laws or other similar laws affecting the enforcement of creditor's rights. The
Indenture excepts or excludes from the lien thereof all cash, securities,
accounts and bills receivable, choses in action and certain judgments not
deposited or pledged with the Trustees, all personal property held for sale,
lease, rental or consumption in the ordinary course of business, the last day of
each term under any lease of property, all gas, oil and other minerals under any
property subject thereto, and certain real estate described therein.
ISSUANCE OF ADDITIONAL DEBT SECURITIES
The Indenture does not fix an overall dollar limitation on the aggregate
principal amount of all first mortgage bonds that may be issued or outstanding
thereunder. First mortgage bonds may be issued from time to time under the
Indenture in a principal amount equal to: (a) 60% of eligible net expenditures
made by the Company for bondable property constructed or acquired by it and on
which the Indenture is a first mortgage lien, subject only to permitted
encumbrances and liens and prepaid liens, (b) the principal amount of previously
authenticated first mortgage bonds which have been retired or for the retirement
of which the Trustee holds the necessary funds, other than certain first
mortgage bonds not usable for the purpose under the terms of the Indenture, and
(c) the amount of money deposited with the Trustee for the purpose, which money
may be applied to the retirement of bonds or may be withdrawn in lieu of the
authentication of an equivalent principal amount of first mortgage bonds under
the Indenture provisions referred to in clauses (a) and (b). Upon the retirement
of certain series of first mortgage bonds, any bonds of such series and any net
expenditures for bondable property used or applied to satisfy the debt
retirement provisions applicable to such series may be used as the basis for the
authentication of additional first mortgage bonds under the Indenture. Net
expenditures for bondable property are determined as provided in the Indenture.
In general, bondable property means any utility plant, property or equipment
owned by the Company on January 1, 1941 or constructed or otherwise acquired by
it on or after that date and used or useful in its utility business. The Company
has disposed of all of its operating water utility properties and now owns and
operates only electric and gas utility properties.
No additional first mortgage bonds may be authenticated under the Indenture
provisions referred to in clauses (a) and (c) above, or authenticated as
provided in clause (b) above, bearing a higher rate of interest than the first
mortgage bonds to be retired (unless such first mortgage bonds to be retired
would mature within
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<PAGE> 8
five years) unless the Company's net earnings (as described below) for a
12-month period ending within 90 days next preceding such authentication were at
least equal to twice the interest for one year on (1) all first mortgage bonds
to be outstanding under the Indenture immediately after such authentication,
other than first mortgage bonds for the retirement of which the Trustees hold
the necessary funds and (2) all other indebtedness then secured by a lien equal
or prior to the Indenture on property of the Company, with certain exceptions.
"Net earnings" of the Company for any period means, presently, the earnings
of the Company, computed in accordance with accepted principles of accounting
and determined by deducting from the Company's total gross earnings and income
for the period, all its operating expenses for the period, including
maintenance, repairs, rentals, insurance, taxes on income and other taxes,
depreciation, retirements, renewals and replacements, but not amortization, all
as provided in the Indenture. The Supplemental Indenture dated December 1, 1973
amended the foregoing definition of "net earnings" to require the deduction, in
computing such net earnings, of all taxes other than income taxes (instead of
all taxes, including income taxes). The definition of "net earnings" as it read
immediately prior to the amendment thereof will remain in effect, and said
definition as amended will not become effective and operative, until all the
first mortgage bonds of Series K and L now outstanding under the Indenture shall
have been retired or all the holders thereof shall have consented to said
amendment, as provided in said Supplemental Indenture dated December 1, 1973.
Holders of first mortgage bonds of Series W, X, Y and Z and Newton Series are
bound, and holders of first mortgage bonds of each subsequent series issued
under the Indenture (including the Debt Securities) will likewise be bound, by
the amended definition of "net earnings" when it becomes effective and
operative.
ACQUISITION OF PROPERTY SUBJECT TO A PRIOR LIEN
The Indenture presently provides that, so long as first mortgage bonds of
Series K and L and Newton Series are outstanding, the Company will not acquire
any property of a value in excess of $1,000,000 which at the time of acquisition
is subject to a lien equal or prior to the Indenture (other than permitted
encumbrances and liens and prepaid liens) unless, at that time, (a) the
principal amount of all outstanding obligations secured by such equal or prior
lien shall not exceed 60% of the fair value of any bondable property so acquired
and (b) the net earnings of such property during a 12-month period ending within
90 days next preceding such acquisition were at least equal to twice the annual
interest charge on such obligations, except any of such obligations for the
retirement of which the necessary funds are deposited under such lien or with
the Trustee. The foregoing covenant will be extended to Offered Debt Securities
only to the extent specified in the accompanying Prospectus Supplement and only
as amended as described below. The Supplemental Indenture dated May 15, 1992
amended the Indenture to provide that upon the effectiveness of such amendment
as described below the dollar amount referred to above shall be the lesser of
(i) $25,000,000 or (ii) 10 percent of utility plant, less accumulated
depreciation, of the Company at the time of acquisition, but in no event less
than $1,000,000. Such amendment will be effective upon the retirement or with
the consent of the holders of all the Company's first mortgage bonds Series K
and L and Newton Series. Holders of first mortgage bonds of Series W, X, Y and Z
are bound, and holders of first mortgage bonds of each subsequent series issued
under the Indenture (including the Debt Securities) will likewise be bound, by
the foregoing amendment when it becomes effective as described.
LIMITATIONS ON COMMON STOCK DIVIDENDS
The Indenture provides in effect that, so long as any first mortgage bonds
of all prior series are outstanding, the Company will not declare or pay any
dividends on its Common Stock (other than in stock), or make any other
distribution on or purchase any of its Common Stock, unless, for the period
beginning January 1, 1941 to the date of such payment, distribution or purchase,
the total amount charged or provided by the Company for maintenance and repairs
and provided for depreciation of properties subject to the lien of the
Indenture, plus the earned surplus (retained earnings) of the Company earned
during such period and remaining after any such payment, distribution or
purchase, shall aggregate not less than 15% of the Company's total utility
operating revenues for the period, after deducting from such revenues the cost
of electricity and gas purchased for exchange or resale. For the period January
1, 1941 to April 30, 1995, the total
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<PAGE> 9
of the amounts so expended and provided by the Company for such maintenance,
repairs and depreciation, plus the undistributed earned surplus accumulated
during the period, aggregated about 23% of such revenues and, exclusive of such
earned surplus, aggregated about 19% of such revenues. First mortgage bonds
(including the Debt Securities) may be issued in the future which are entitled
to the benefits of more stringent or less stringent covenants with respect to
payments of dividends by the Company, or may be entitled to no such covenants.
The foregoing covenant will be extended to Offered Debt Securities only to the
extent specified in the accompanying Prospectus Supplement.
MODIFICATION OF INDENTURE
The terms and provisions of the Indenture may be modified or amended from
time to time by a supplemental indenture executed by the Company and the
Trustees and without the consent of bondholders, for any one or more of the
purposes provided in the Indenture. Such purposes include, among others, (1) any
change or modification of any of the terms or conditions of the Indenture,
provided that such change or modification would not adversely affect the first
mortgage bonds then outstanding and is made effective only with respect to first
mortgage bonds authenticated after the execution of such supplemental indenture
and (2) any other change or modification of such terms or conditions which is
not inconsistent with the terms, and which shall not impair the security, of the
Indenture.
By Supplemental Indenture dated December 1, 1973, the Indenture was
amended, effective upon the retirement or with the consent of the holders of all
of the Company's first mortgage bonds Series K and L, to provide that the
Indenture may be amended in any respect with the consent of the holders of not
less than 66 2/3% in principal amount of all first mortgage bonds of all series
then outstanding that would be affected thereby, except that, without the
consent of the holder of each outstanding first mortgage bond affected thereby,
no such amendment shall, among other things, (i) extend the time or times or
otherwise affect the terms of payment of the principal, interest or premium in
respect of any first mortgage bond, or reduce the principal amount of any first
mortgage bond or any premium thereon or the rate of interest thereon, (ii)
impair the right of any bondholder to institute suit for the enforcement of any
such payment in respect of its first mortgage bonds, (iii) permit the creation
of any lien ranking prior to, or on a parity with, the lien of the Indenture,
other than permitted encumbrances and liens or prepaid liens, (iv) deprive any
nonassenting bondholder of a lien on the mortgaged property for the security of
the bondholder's first mortgage bonds or (v) reduce the percentage in principal
amount of first mortgage bonds, the consent of the holders of which is required
for any such amendment. Holders of first mortgage bonds of Series W, X, Y and Z
and Newton Series are bound, and holders of first mortgage bonds of each
subsequent series issued under the Indenture (including the Debt Securities)
will likewise be bound, by the foregoing amendment when it becomes effective as
described.
The Supplemental Indenture dated May 15, 1992 further amended the Indenture
to provide that the percentage of bondholders necessary to consent to amendments
shall be 51% (instead of 66 2/3% as described above). Such amendment will be
effective upon (i) the effectiveness of the amendment included in the
Supplemental Indenture dated December 1, 1973 described above and (ii) the
retirement or with the consent of the holders of all the Company's first
mortgage bonds Series K and L and Newton Series. Holders of first mortgage bonds
of Series W, X, Y and Z are bound, and holders of first mortgage bonds of
subsequent series issued under the Indenture (including the Debt Securities)
will likewise be bound, by the foregoing amendment when it becomes effective as
described.
OTHER INDENTURE PROVISIONS
Holders of a majority in principal amount of the first mortgage bonds
secured by the Indenture have the right to direct the time, method and place of
conducting proceedings for remedies available to, or exercising any trust or
power of, the Trustees. However, the Trustees may decline to follow such
directions in certain circumstances specified in the Indenture; the Trustees are
not required to exercise powers of entry or sale under the Indenture; and the
Trustees are entitled to be indemnified against expenditures incurred in
connection with taking any directed action or proceeding.
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<PAGE> 10
A "default" or an "event of default" under the Indenture means: (a) failure
to pay the principal of any first mortgage bond when due at maturity or
otherwise; (b) failure to pay first mortgage bond interest within 60 days after
its due date; (c) failure to pay the principal of, or interest on, any prior
lien bond, continued beyond the grace period (if any) specified in the lien
securing such bond; (d) failure of the Company for 90 days after written demand
to comply with any other covenant or condition in the Indenture or in any first
mortgage bond or any prior lien bond or lien; or (e) certain events relating to
bankruptcy, insolvency, assignment or receivership. The Trustees are required to
give notice to bondholders of defaults known to the Trustees, within 90 days
after the occurrence thereof; provided that the Trustees may withhold giving
notice to bondholders of defaults (other than any default in payment of
interest, principal or sinking or purchase fund installment in respect of any
first mortgage bond) if the Trustees determine in good faith that such
withholding is in the interest of the bondholders. Upon default, the Trustees
may, among other remedies, and upon written notice from the holders of a
majority in principal amount of first mortgage bonds then outstanding under the
Indenture shall, declare the principal of all first mortgage bonds to be
immediately due and payable. Upon certain terms and conditions, the declaration
of acceleration may be rescinded and waived.
The Company is required to furnish to the Trustee certificates of officers
and engineers and, in certain cases, of accountants in connection with the
authentication of first mortgage bonds, withdrawal of money, release of property
and other matters, and opinions of counsel as to the lien of the Indenture and
other matters. The Company also is required to furnish to the Trustee, not less
frequently than annually, a certificate as to the Company's compliance with all
the conditions and covenants under the Indenture, including the satisfaction of
the maintenance and renewal, and the debt retirement, provisions of the
Indenture and an opinion of counsel with respect to the lien of the Indenture.
RELATIONSHIP WITH THE TRUSTEE
The Company maintains a general checking account with and may use other
services of Bank of America Illinois, Chicago, Illinois, the Trustee.
10
<PAGE> 11
DESCRIPTION OF NEW PREFERRED
GENERAL
The authorized capital stock of the Company is divided into three classes:
45,000,000 shares of Common Stock without par value ("Common Stock"), of which
25,452,373 shares (all owned by CIPSCO Incorporated) were outstanding at April
30, 1995; 2,600,000 shares of the Cumulative Preferred Stock without par value
("No Par Preferred"), issuable in series, of which no shares were outstanding at
April 30, 1995; and 2,000,000 shares of the Cumulative Preferred Stock, par
value $100 per share ("$100 Par Value Preferred"), issuable in series. At April
30, 1995 nine series totaling 800,000 shares of the $100 Par Value Preferred
were outstanding. When used in this Prospectus, the term "Preferred Stock,"
unless the context indicates otherwise, means all the authorized shares of No
Par Preferred and the $100 Par Value Preferred (including the New Preferred),
whether currently outstanding or hereafter issued.
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the New Preferred being offered
hereby and thereby (the "Offered New Preferred"): (1) the class and series
designation; (2) the number of shares in such series; (3) the dividend payment
dates and the dividend rate or rates or method of determination or calculation
thereof; (4) applicable redemption provisions, if any; (5) sinking fund or
purchase fund provisions, if any; (6) stated value, if any; and (7) any other
special terms applicable thereto. The New Preferred may be issued in
certificated form or in "book-entry form" through the facilities of the
Depository.
Certain of the terms and provisions of the Preferred Stock are set forth in
the Company's Restated Articles of Incorporation (the "Articles"). The other
terms and provisions of each series of New Preferred will be set forth in the
resolution adopted by the Company's Board of Directors (the "Board")
establishing such series of New Preferred. The following statements, unless the
context otherwise indicates, are brief summaries of the substance or general
effect of certain provisions of the Articles. Such statements make use of
defined terms, are not complete, and are intended only to outline such
provisions in general terms. Reference is made to the provisions of the Articles
(a copy of which is filed as an exhibit to this Registration Statement and which
is incorporated herein by reference) and the laws of the State of Illinois.
ISSUANCE IN SERIES
The authorized but unissued shares of Preferred Stock may be issued in one
or more series from time to time upon such terms and in such manner, with such
variations as to dividend rates (which may be fixed or variable), dividend
periods and payment dates, the prices at which, and the terms and conditions on
which, shares may be redeemed or repurchased, and sinking fund provisions, if
any, as may be determined by the Board. Except for such characteristics, as to
which the Board has discretion, all series of the $100 Par Value Preferred rank
equally and are alike in all respects. Except for such characteristics and the
amount payable upon the liquidation, dissolution or winding up of the Company,
the stated value and the terms and conditions, if any, upon which shares may be
converted, as to which the Board has discretion, all series of the No Par
Preferred rank equally and are alike in all respects. The aggregate stated value
of the issued and outstanding No Par Preferred shall not exceed $65,000,000 at
any time.
DIVIDEND RIGHTS
Holders of Preferred Stock are entitled to receive in respect of each share
held, from (and including) the date of issue thereof, cumulative dividends on
the par or stated value thereof at the rate or rates applicable thereto, and no
more, in preference to the Common Stock, payable quarterly or for such other
periods as may be fixed by the Board, when and as declared by the Board out of
any surplus or net profits of the Company legally available for the purpose. No
dividend may be paid on or set apart for any share of Preferred Stock in respect
of a dividend period unless, at the same time, there shall be paid on or set
apart for all shares of such stock then outstanding and having a dividend period
ending on the same date, dividends in such an amount that the holders of all
such shares of such stock shall receive or have set apart for them a uniform
percentage of the full dividend to which they are respectively entitled and
unless all dividends on the Preferred Stock, for
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<PAGE> 12
all preceding dividend periods, have been fully paid or declared and funds set
apart for the payment thereof. Further, no dividend may be paid on or set apart
for any share of Preferred Stock unless all amounts required to be paid and set
aside for any sinking fund for the redemption or purchase of shares of any
series of Preferred Stock outstanding, with respect to all preceding sinking
fund dates, have been paid or set aside in accordance with the terms of such
series of Preferred Stock.
OPTIONAL REDEMPTION AND REPURCHASE PROVISIONS
Subject to restrictions, if any, on redemptions set forth in the applicable
Prospectus Supplement, the New Preferred will be redeemable, at the option of
the Company, in whole at any time or in part from time to time, on not less than
30 days' notice. See the accompanying Prospectus Supplement for a description of
provisions, if any, for mandatory redemption and redemption at the option of the
Company of the Offered New Preferred.
SINKING FUND OR PURCHASE FUND PROVISIONS
No sinking fund redemptions or purchases in respect of the New Preferred
may be made, or funds set aside for such purposes, unless dividends on all
shares of Preferred Stock of any series for all past dividend periods shall have
been paid in full or declared and funds set apart for their payment. See the
accompanying Prospectus Supplement for a description of provisions, if any, for
purchase through a sinking fund or otherwise of the Offered New Preferred.
VOTING RIGHTS
Under Illinois law, each share of Common Stock and each share of Preferred
Stock is entitled to one vote on each matter voted on at all meetings of
stockholders, with the right of cumulative voting in the election of directors
and the right to vote as a class on certain questions. CIPSCO Incorporated owns
100% of the outstanding Common Stock of the Company. The Articles give to
holders of the Preferred Stock certain special voting rights designed to protect
their interests with respect to specified corporate actions, including certain
amendments to the Articles, the issuance of Preferred Stock or parity stock, the
issuance or assumption of certain unsecured indebtedness, and mergers,
consolidations or sales or leases of substantially all of the Company's assets.
See "Restrictions on Certain Corporate Actions."
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution or winding up (voluntary or
involuntary) of the Company, holders of Preferred Stock are entitled to receive
an amount equal to the aggregate par or stated value of their shares and any
unpaid accrued dividends thereon, before any payment or distribution is made to
holders of the Common Stock. Each series of Preferred Stock otherwise ranks on a
parity with each other series as to liquidation rights.
RESTRICTIONS ON CERTAIN CORPORATE ACTIONS
The Articles provide in effect that, so long as any Preferred Stock is
outstanding:
(A) The Company shall not, without a two-thirds vote of each class of
the Preferred Stock (the $100 Par Value Preferred and the No Par Preferred
each voting separately as a class), unless the retirement of such stock is
provided for, (1) amend the Articles to create any prior ranking stock or
security convertible into such stock, or issue any such stock or
convertible security, or (2) change the terms and provisions of the
Preferred Stock so as to affect adversely the holders' rights or
preferences, except that the requisite vote of the shares of only the class
or series (if less than all series) so affected shall be required, or (3)
issue any shares of Preferred Stock or of equal ranking stock, except to
retire or in exchange for an equal amount thereof, unless (a) the gross
income of the Company available for interest for a 12-month period ending
within the 15 months next preceding such issue was at least 1 1/2 times the
sum of (i) one year's interest (adjusted by provision for amortization of
debt discount and expense or of premium, as the case may be) on all the
funded debt and notes of the Company maturing more than 12 months after the
date of issue of such shares that will be outstanding at such date, and
(ii) one year's dividends on the Preferred Stock and all equal or prior
ranking stock to be outstanding
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<PAGE> 13
after the issue of such shares or convertible securities, and (b) the sum
of the Common Stock capital and surplus accounts of the Company shall be
not less than the total amount of the involuntary liquidation preference of
all Preferred Stock and all equal or prior ranking stock to be outstanding
after the issue of such shares or convertible securities; and
(B) The Company shall not, without a majority vote of each class of
the Preferred Stock (the $100 Par Value Preferred and the No Par Preferred
each voting separately as a class), unless the retirement of such stock is
provided for, (1) issue or assume any "unsecured debt securities," except
to refund any secured or unsecured debt of the Company or to retire any
Preferred Stock or equal or prior ranking stock, if immediately after such
issue or assumption the total amount of all its unsecured debt securities
to be outstanding would exceed 20% of the sum of all outstanding secured
debt securities and the capital and surplus of the Company, or (2) merge or
consolidate with any other corporation, or sell or lease substantially all
of its assets, unless the transaction has been approved by all regulatory
bodies having jurisdiction. "Unsecured debt securities" is defined in the
Articles to mean all unsecured notes, debentures or other securities
representing unsecured indebtedness which have a final maturity, determined
as of the date of issuance or assumption, of less than two years.
For purposes of making the calculations referred to in paragraph (A)(3)
above, the "dividend requirement for one year" applicable to any shares of
Preferred Stock or such parity stock or convertible securities proposed to be
issued which will have dividends determined according to an adjustable, floating
or variable rate shall be determined on the basis of the dividend rate to be
applicable to such series of Preferred Stock or such parity stock or convertible
securities on the date of such issuance and the "interest for one year" on
funded indebtedness or notes outstanding and the "dividend requirement for one
year" on any outstanding shares of any series of Preferred Stock or shares of
stock, if any, ranking prior to or on a parity with the Preferred Stock, or
securities convertible into such stock, and having interest or dividends
determined according to an adjustable, floating or variable rate shall be
determined on the basis of the daily weighted average annual interest or
dividend rate applicable to such security (a) during any consecutive
twelve-month period selected by the Company, which period ends within 90 days
prior to the issue of the shares or convertible securities proposed to be issued
or (b) if the security has been outstanding for less than twelve full calendar
months, during such shorter period beginning on the date of issuance of such
security and ending on a date selected by the Company, which date is not more
than 45 days prior to the issue of the shares or convertible securities proposed
to be issued; provided that if such security shall have been issued within 45
days prior to the issue of the shares or convertible securities proposed to be
issued, the interest or dividend rates shall be that applicable on the date of
issuance of such security.
PREEMPTIVE RIGHTS
Holders of the Preferred Stock have no preemptive rights to subscribe for
or purchase any securities issued by the Company.
MISCELLANEOUS
The $100 Par Value Preferred has no conversion rights. There is no
restriction on the repurchase or redemption by the Company of its stock while
there is any arrearage in the payment of dividends or sinking fund installments
in respect of its shares, except in circumstances when the repurchase or
redemption of its shares is otherwise prohibited or restricted by statute or
common law or, as summarized herein, by the Articles or by the Indenture.
The Company reserves the right to increase, decrease or reclassify its
authorized stock of any class or series thereof, and to amend or repeal any
provision in the Articles or any amendment thereto, in the manner prescribed by
law, subject to the conditions and limitations prescribed in the Articles; and
all rights conferred on stockholders in the Articles are subject to this
reservation.
The New Preferred, when issued by the Company upon receipt of the
consideration therefor, will be fully paid and non-assessable.
Except as otherwise provided in a Prospectus Supplement, the Transfer
Agents for the New Preferred will be Illinois Stock Transfer Company, Chicago,
Illinois, and Harris Trust and Savings Bank, Chicago, Illinois; and the
Registrar will be Harris Trust and Savings Bank, Chicago, Illinois.
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<PAGE> 14
BOOK-ENTRY SYSTEM
The Securities, at the option of the Company, may be issued as either
securities in certificated form or global securities. If, as described in the
applicable Prospectus Supplement, the Company elects to use a book-entry system
with respect to any Offered Securities, upon issuance, all Debt Securities
having the same issuance date, maturity date, redemption provisions and interest
rate or rates, and all shares of each series of New Preferred will be
represented by one fully-registered global security (the "Global Security"). The
Global Security will be deposited with, or on behalf of, the Depository, and
registered in the name of the Depository or a nominee of the Depository.
So long as the Depository, or its nominee, is the registered owner of a
Global Security, such Depository or such nominee, as the case may be, will be
considered the owner of such Global Security for all purposes, including any
notices and voting. Except in the circumstances described below, the owners of
beneficial interests in a Global Security will not be entitled to have any
individual Securities registered in their names, will not receive or be entitled
to receive physical delivery of any such Securities and will not be considered
the owners of Debt Securities under the Indenture or of New Preferred, as the
case may be. Accordingly, each person holding a beneficial interest in a Global
Security must rely on the procedures of the Depository and, if such person is
not a Direct Participant (as herein defined), on procedures of the Direct
Participant through which such person holds its interest, to exercise any of the
rights of a registered owner of such Security.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed, the Company will issue
individual securities in certificated form ("Certificated Securities") in
exchange for the Global Security or Global Securities representing the
corresponding book-entry Securities represented by one or more Global Securities
and, in such event, will issue Certificated Securities in exchange for the
Global Securities representing the corresponding book-entry Securities. Further,
in such event, an owner of a beneficial interest in a Global Security
representing book-entry Securities may, on terms acceptable to the Company and
the Depository for such Global Security, receive such book-entry Securities as
Certificated Securities. In any such instance, an owner of a beneficial interest
in a Global Security representing book-entry Securities will be entitled to
physical delivery of individual Certificated Securities equal in principal
amount to, or in the case of New Preferred, equal to the aggregate number of
shares of New Preferred of, such beneficial interest and to have such
Certificated Securities registered in the name of such owner. Certificated Debt
Securities will be issued as registered book-entry Debt Securities in
denominations, of $1,000 unless otherwise specified in a Prospectus Supplement.
Unless otherwise stated in the applicable Prospectus Supplement or pricing
supplement thereto, DTC will act as Depository if the Securities are issued as a
Global Security and the following, which is based solely on information
furnished by DTC, will be applicable:
DTC will act as securities depository for the Global Securities. The Global
Securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully-registered Global Security
certificate will be issued for each issue of the Global Securities, each in the
aggregate principal amount (or aggregate number of shares) of such issue and
will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, 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. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and
14
<PAGE> 15
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
rules applicable to DTC and its Participants are on file with the Commission.
Purchases of Global Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for such purchases of
Global Securities on DTC's records. The ownership interest of each actual
purchaser of each Global Security ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Global Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Global Securities, except in the event that use
of the book-entry system for the Global Securities is discontinued.
To facilitate subsequent transfers, all Global Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Global Securities; DTC's
records reflect only the identity of the Direct Participants to whose accounts
such Global Securities are credited which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
If the Global Securities are redeemable, redemption notices shall be sent
to Cede & Co. If less than all of the Global Securities are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Securities. Under its usual procedures, DTC mails an omnibus proxy to the
Company as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants whose
accounts the Global Securities are credited on the record date (identified in a
listing attached to the omnibus proxy).
Principal and interest payments or dividends on the Global Securities will
be made to DTC. DTC's practice is to credit Direct Participants' accounts on the
date on which interest or a dividend is payable in accordance with the
respective holdings shown on DTC's records, unless DTC has reason to believe
that it will not receive payment on such date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is 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 Participant and not of DTC, the Trustee, or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest on Debt Securities represented by Global
Securities to DTC is the responsibility of the Company and the Trustee; and
payments of dividends or other amounts relating to New Preferred represented by
Global Securities is the responsibility of the Company. Disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the Global Securities at any time by giving reasonable notice to the
Company and, if applicable, the Trustee. Under such circumstances, in the event
that a successor securities depository is not obtained, Securities in
certificated form are required to be printed and delivered. The Company may
decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository). In that event, Securities in certificated
form are required to be printed and delivered.
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<PAGE> 16
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources (including DTC) that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
The underwriters, dealers or agents of any Offered Securities may be Direct
Participants of DTC.
NONE OF THE COMPANY, THE TRUSTEE, OR ANY AGENT FOR PAYMENT ON OR
REGISTRATION OF TRANSFER OR EXCHANGE OF ANY GLOBAL SECURITY WILL HAVE ANY
RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR
PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN SUCH GLOBAL SECURITY OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL
INTERESTS.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters or dealers;
(ii) directly to one or more institutional purchasers; or (iii) through agents.
The Prospectus Supplement with respect to each series of Offered Securities will
set forth the terms of the offering of such Offered Securities, including the
name or names of any underwriters, the purchase price of such Offered Securities
and the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, any initial offering price
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers. Any initial offering price and any discounts, concessions or
commissions allowed or reallowed or paid to dealers may be changed from time to
time.
If underwriters are used in an offering, the Offered Securities 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 Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more of such firms. The specific managing underwriter or underwriters, if
any, will be named in the Prospectus Supplement relating to the particular
Offered Securities together with the members of the underwriting syndicate, if
any. Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase the particular Offered Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all such Offered Securities if any are purchased.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement will set
forth the name of any agent involved in the offer or sale of the Offered
Securities in respect of which the Prospectus Supplement is delivered and any
commissions payable by the Company to such agent. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution of
the Offered Securities may be deemed to be underwriters and any discounts or
commissions received by them on the sale or resale of the Offered Securities may
be deemed to be underwriting discounts and commissions under the Securities Act.
Agents, dealers and underwriters may be entitled, under agreements entered into
with the Company, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and to contribution with respect
to payments which the agents, dealers or underwriters may be required to make in
respect thereof. Agents, dealers and underwriters may engage in transactions
with or perform services for the Company in the ordinary course of business.
Unless otherwise specified in a Prospectus Supplement, the Securities will
not be listed on a national securities exchange. No assurance can be given that
any broker-dealer will make a market in any series of Offered Securities, and,
in any event, no assurance can be given as to the liquidity of the trading
market for any of the Offered Securities. The Prospectus Supplement will state,
if known, whether or not any broker-dealer intends to make a market in the
Offered Securities. If no such determination has been made, the Prospectus
Supplement will so state.
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<PAGE> 17
LEGAL OPINIONS
The validity of the Securities will be passed upon for the Company by
Jones, Day, Reavis & Pogue, 77 West Wacker Drive, Chicago, Illinois 60601-1692.
Certain legal matters will be passed upon for any underwriters, dealers,
purchasers or agents by Gardner, Carton & Douglas, Quaker Tower, 321 North Clark
Street, Chicago, Illinois 60610-4795.
The statements as to matters of law or legal conclusions with respect to
the jurisdiction of certain regulatory commissions expressed under Item 1,
Business -- Regulation in the 1994 Form 10-K have been prepared or reviewed by
Jones, Day, Reavis & Pogue. The statements as to matters of law or legal
conclusions expressed under the caption "Description of Debt
Securities -- Security" in this Prospectus have been prepared or reviewed by
Sorling, Northrup, Hanna, Cullen & Cochran, Ltd. Such statements are made upon
the authority of such counsel, who have given their opinions that such
statements as to such matters are correct.
EXPERTS
The audited financial statements and schedules of the Company, as of
December 31, 1994 and 1993 and for each of the three years in the period ended
December 31, 1994 included in the 1994 Form 10-K and incorporated by reference
in this Prospectus and elsewhere in the Registration Statement, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL CREATE, UNDER ANY CIRCUMSTANCES,
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information................. 2
Incorporation of Certain Information
by Reference........................ 2
Selected Information.................. 3
The Company........................... 5
Use of Proceeds....................... 5
Description of Debt Securities........ 5
Description of New Preferred.......... 11
Book-Entry System..................... 14
Plan of Distribution.................. 16
Legal Opinions........................ 17
Experts............................... 17
</TABLE>
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$50,000,000
CENTRAL ILLINOIS
PUBLIC SERVICE COMPANY
FIRST MORTGAGE BONDS
MEDIUM-TERM NOTES
(SERIES OF FIRST MORTGAGE BONDS)
CUMULATIVE PREFERRED STOCK
PAR VALUE $100 PER SHARE
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PROSPECTUS
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Dated May 31, 1995
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