<PAGE> 1
This filing is made pursuant to Rule 424(b)(5)
under the Securities Act of 1933 in connection
with Registration No. 33-56063
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 31, 1995)
$50,000,000
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
FIRST MORTGAGE BONDS, MEDIUM-TERM NOTE SERIES
DUE FROM ONE YEAR TO 40 YEARS FROM DATE OF ISSUE
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Central Illinois Public Service Company (the "Company") may from time to
time offer one or more series of First Mortgage Bonds, Medium-Term Note Series
(the "Notes") in an aggregate principal amount of up to $50,000,000. The Notes
will be offered at varying maturities from one year to 40 years from their dates
of issuance. The issue price, fixed interest rate to maturity, maturity date,
and redemption or purchase provisions, if any, for each Note will be established
at the time of issuance of such Note and will be set forth in a pricing
supplement (the "Pricing Supplement") to this Prospectus Supplement applicable
to such Note. Other terms and provisions are set forth under "Description of
Debt Securities" in the Prospectus and "Description of First Mortgage Bonds,
Medium -- Term Note Series" herein.
Unless otherwise specified in the applicable Pricing Supplement, each Note
will be represented by a global security registered in the name of a nominee of
The Depository Trust Company or another depository (a "Book-Entry Note").
Interests in Book-Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by such depository and its
participants. See "Book-Entry System" in the Prospectus.
The Notes will be issued in denominations of $100,000 or any larger amount
that is an integral multiple of $1,000.
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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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS,
THIS PROSPECTUS SUPPLEMENT OR ANY PRICING SUPPLEMENT HERETO.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO AGENTS' PROCEEDS TO THE
PUBLIC(1) COMMISSION(2) COMPANY(2)(3)
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<S> <C> <C> <C>
Per Note......................... 100.00% .150%-.750% 99.85%-99.25%
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Total............................ $50,000,000 $75,000-$375,000 $49,925,000-$49,625,000
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</TABLE>
(1) The Notes will be sold at 100% of their principal amount except as may be
provided in a Pricing Supplement hereto.
(2) The Company will pay a commission to one or more of the Agents identified
below or an Agent identified in a Pricing Supplement, each as an Agent
(collectively, the "Agents"), in the form of a discount, ranging from .150%
to .750%, depending upon the maturity of the Note, of the principal amount
of any Note sold through such Agent. The Company may also sell the Notes to
any Agent for its own account or for resale to one or more investors or
other purchasers at varying prices relating to prevailing market prices at
the time of resale, as determined by such Agent. Unless otherwise specified
in the applicable Pricing Supplement, any Note sold to an Agent as principal
will be purchased by such Agent at a price equal to 100% of the principal
amount thereof, less a discount equal to the commission applicable to an
agency sale of a Note of identical maturity (which will be the commission
set forth above in circumstances in which no other discount is agreed to),
and may be resold by such Agent. In connection with the purchase of Notes by
any Agent as underwriter, such Agent may use a selling group and may reallow
a portion of the discount or commission payable to such Agent to other
dealers or purchasers. See "Plan of Distribution of Notes" herein.
(3) Before deducting other expenses payable by the Company estimated to be
$310,000, including reimbursement of certain of the Agents' expenses. The
Company has agreed to indemnify each Agent against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Agents may be required to make in
respect thereof.
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The Notes are being offered on a continual basis by the Company through the
Agents, each of which has agreed to use its reasonable best efforts to solicit
purchases of the Notes. In addition, the Notes may be sold to any Agent, as
principal, for resale to investors or dealers. The Notes will not be listed on
any securities exchange, and there can be no assurance that the Notes will be
sold or that there will be a secondary market for any of the Notes. The Company
reserves the right to withdraw, cancel or modify the offer made hereby without
notice. The Company or the Agent who solicits any offer may reject such offer in
whole or in part. See "Plan of Distribution of Notes" herein.
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SMITH BARNEY INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
MORGAN STANLEY & CO.
INCORPORATED
The date of this Prospectus Supplement is June 1, 1995.
<PAGE> 2
DESCRIPTION OF FIRST MORTGAGE BONDS, MEDIUM-TERM NOTE SERIES
The information herein concerning the Notes should be read in conjunction
with the statements under "Description of Debt Securities" in the accompanying
Prospectus. The Notes will be one or more series of first mortgage bonds as
described in the Prospectus. Capitalized words not defined herein are used or
defined in the Prospectus. The following description will apply to the Notes
unless otherwise specified in the applicable Pricing Supplement.
GENERAL
The Notes are to be issued as one or more series of first mortgage bonds
under the Company's 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 providing the terms and provisions of the series of
Notes ("Indenture"), from the Company to Bank of America Illinois and an
individual successor co-trustee, as Trustees. The Notes are limited to an
aggregate principal amount of $50,000,000.
The Notes will be offered on a continual basis and will mature from one
year to 40 years from the date of issue, as selected by the purchaser and agreed
to by the Company. Each Note will bear interest at a fixed rate specified in the
applicable Pricing Supplement.
The Notes will be issued in denominations of $100,000 or any larger amount
that is an integral multiple of $1,000. See "Book-Entry Notes" herein.
The Pricing Supplement relating to each Note will describe the following
terms: (1) the designation and principal amount; (2) the price (expressed as a
percentage of the aggregate principal amount thereof) at which such Note will be
issued (the "Issue Price"); (3) the date on which such Note will be issued (the
"Original Issue Date"); (4) the date on which such Note will mature (the
"Maturity Date"); (5) the rate per annum at which such Note will bear interest;
(6) provisions, if any, relating to the optional redemption of such Note or
purchase of such Note by the Company at the option of the holder prior to the
Maturity Date; and (7) any other terms of such Note not inconsistent with the
provisions of the Indenture.
Each Note will bear interest from its Original Issue Date at the rate per
annum stated on the face thereof until the principal amount thereof is paid or
made available for payment. Interest on each Note will be payable semiannually
on the interest payment dates specified in the Pricing Supplement and at
maturity or, to the extent of the principal amount redeemed or purchased, upon
earlier redemption or purchase. Each payment of interest in respect of an
Interest Payment Date will include interest accrued to but excluding such
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
BOOK-ENTRY NOTES
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will be issued in whole or in part in the form of one or more global securities
(each a "Global Security") that will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York or such other depository as is
specified in the Pricing Supplement (the "Depository"), and registered in the
name of a nominee of the Depository ("Book-Entry Notes").
Upon issuance, all Book-Entry Notes having the same Original Issue Date,
Maturity Date, redemption and purchase provisions and interest rate will be
represented by one or more Global Securities. Except in certain circumstances,
Book-Entry Notes will not be exchangeable for notes in certificated form and
will not otherwise be issuable in certificated form. See "Book-Entry System" in
the accompanying Prospectus.
REDEMPTION AT THE OPTION OF THE COMPANY
The Pricing Supplement relating to each Note will indicate whether and in
what circumstances such Note will be subject to optional redemption by the
Company prior to its Maturity Date and the redemption prices applicable thereto.
S-2
<PAGE> 3
PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER
The Notes will be subject to purchase by the Company at the option of the
holders thereof in accordance with the terms of the Notes on the optional
purchase date or dates, if any, as agreed upon by the Company and the purchasers
at the time of sale and specified in the applicable Pricing Supplement (the
"Optional Purchase Dates"). If no Optional Purchase Date is specified with
respect to a Note, the Company will not be obligated to purchase such Note at
the option of the holder thereof prior to its Maturity Date. On any Optional
Purchase Date with respect to a Note, such Note will be subject to purchase by
the Company in whole or in part in increments of $1,000 (or the minimum
denomination specified in the applicable Pricing Supplement) provided that any
remaining principal amount of such Note will be an authorized denomination of
such Note. Unless otherwise specified in the applicable Pricing Supplement, the
purchase price for any Note to be purchased means an amount equal to the sum of
(i) 100% of the unpaid principal amount or the portion thereof to be repaid plus
(ii) accrued but unpaid interest on the principal amount purchased to the date
of purchase. For any Note to be purchased by the Company, such Note must be
received, together with the form thereon entitled "Option to Elect Purchase"
duly completed, by the Trustee at its office (or such other address of which the
Company shall from time to time notify the holders) not more than 45 or less
than 30 days prior to the date of purchase. Exercise of such purchase option by
the holder will be irrevocable.
While Book-Entry Notes are represented by Global Securities held by or on
behalf of the Depository, and registered in the name of the Depository or the
Depository's nominee, the option for purchase by the Company may be exercised by
the applicable Participant that has an account with the Depository, on behalf of
the Beneficial Owners of the Global Security or Securities representing such
Book-Entry Notes, by delivering a written notice substantially similar to the
above mentioned form to the Trustee at its office (or such other address of
which the Company shall from time to time notify the holders), not more than 45
or less than 30 days prior to the date of repayment. Notices of elections from
Participants on behalf of Beneficial Owners of the Global Security or Securities
representing such Book-Entry Notes to exercise their option to have such
Book-Entry Notes purchased by the Company must be received by the Trustee, not
later than 5:00 p.m., New York City time, on the last day for giving such
notice. In order to ensure that a notice is received by the Trustee on a
particular day, the Beneficial Owner of the Global Security or Securities
representing such Book-Entry Notes must so direct the applicable Participant
before such Participant's deadline for accepting instructions for that day.
Different firms may have different deadlines for accepting instructions from
their customers. Accordingly, Beneficial Owners of the Global Security or
Securities representing Book-Entry Notes should consult the Participants through
which they own their interest therein for the respective deadlines for such
Participants. All notices shall be executed by a duly authorized officer of such
Participant (with signature guaranteed) and shall be irrevocable. In addition,
Beneficial Owners of the Global Security or Securities representing Book-Entry
Notes shall effect delivery at the time such notices of election are given to
the Depository by causing the applicable Participant to transfer such Beneficial
Owner's interest in the Global Security or Securities representing such
Book-Entry Notes, on the Depository's records, to the Trustee. See "Book-Entry
System" in the Prospectus.
If applicable, the Company will comply with the requirements of Rule 14e-1
under the Securities Exchange Act of 1934, as amended, and any other securities
laws or regulation in connection with any such purchase.
Any Notes purchased, redeemed or otherwise acquired by the Company will be
delivered to the Trustee for cancellation in accordance with the terms of the
Indenture.
OTHER PROVISIONS
Unless otherwise set forth in the Pricing Supplement for any Notes, the
Notes (i) will not be entitled to any sinking fund or debt retirement provision;
(ii) will be entitled to the covenant restricting the payment of dividends on
the Company's common stock described under the caption "Description of Debt
Securities -- Limitation on Common Stock Dividends" in the Prospectus and (iii)
will be entitled to the covenant described under "Description of Debt Securities
- -- Acquisition of Property Subject to a Prior Lien" in the Prospectus, as
presently in effect and as that covenant has been amended or described in the
Prospectus.
S-3
<PAGE> 4
USE OF PROCEEDS
The use of proceeds of the sale of the Notes will be specified in the
Pricing Supplement.
PLAN OF DISTRIBUTION OF NOTES
The Notes are being offered on a continual basis by the Company through
Smith Barney Inc., First Chicago Capital Markets, Inc., Morgan Stanley & Co.
Incorporated and any other agent (each, an "Agent" and collectively, the
"Agents") that agrees to become a party to the Distribution Agreement dated June
1, 1995 among the Company and the Agents, each of which has agreed to use its
reasonable best efforts to solicit purchases of the Notes. The Notes will be
issued at 100% of the principal amount thereof unless otherwise specified in the
applicable Pricing Supplement. The Company will pay each Agent a commission, in
the form of a discount, of .150% to .750% of the principal amount of each Note,
depending on its maturity, sold through such Agent. The Company may also sell
Notes to an Agent acting as principal or to a group of underwriters named in the
applicable Pricing Supplement for whom such Agent will act as representative,
unless otherwise specified in the applicable Pricing Supplement, at a discount
equal to the commission applicable to an agency sale of a Note of identical
maturity. Such Notes may be resold by each Agent or such underwriters for resale
to one or more investors or other purchasers at varying prices related to
prevailing market prices at the time of such resale, as determined by such
Agent. Such Notes may also be resold by an Agent or such underwriters to certain
securities dealers at the public offering price set forth in the applicable
Pricing Supplement less the applicable concession, expressed as a percentage of
the principal amount of the Notes. Unless otherwise specified in the applicable
Pricing Supplement, such concession allowed to any dealer will not be in excess
of 66 2/3% of the discount to be received by the Agent from the Company. In
connection with the purchase of Notes by any Agent as underwriter, such Agent
may use a selling group and may reallow any portion of the discount or
commission payable to such Agent to other dealers or purchasers. The offering
price and other selling terms for such resales may from time to time be varied
by such Agent. The Company also has agreed to reimburse the Agent for certain
expenses.
The Company will have the sole right to accept offers to purchase Notes in
whole or in part. Each Agent will have the right, in its discretion reasonably
exercised, to reject any offer to purchase Notes received by it in whole or in
part. The Company reserves the right to withdraw, cancel or modify the offer
made hereby without notice.
The Notes will not have an established trading market when issued. The
Notes will not be listed on any securities exchange. Each Agent may make a
market in the Notes, but such Agent is not obligated to do so and may
discontinue any market-making at any time without notice. There can be no
assurance as to the existence or liquidity of any secondary market for any
Notes, or that the Notes will be sold.
The Agents and affiliates thereof engage in transactions with and perform
services for the Company and its affiliates in the ordinary course of business.
The Company has agreed to indemnify each Agent against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Act"), or to contribute to payments such Agent may be required to make in
respect thereof. Each Agent may be deemed to be an "underwriter" within the
meaning of the Act with respect to Notes sold through it.
S-4
<PAGE> 5
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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 SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT OR THE 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 SUPPLEMENT AND THE 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 SUPPLEMENT OR THE 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
PROSPECTUS SUPPLEMENT
<TABLE>
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PAGE
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Description of First Mortgage Bonds,
Medium-Term Note Series............. S-2
Plan of Distribution of Notes......... S-4
PROSPECTUS
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 NOTE SERIES
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PROSPECTUS SUPPLEMENT
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SMITH BARNEY INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
MORGAN STANLEY & CO.
INCORPORATED
Dated June 1, 1995
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