SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of the Report
(date of earliest event reported):
June 5, 1995
Central Illinois Public Service Company
(Exact name of registrant as specified in charter)
Illinois 1-3672 37-0211380
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
607 East Adams Street, Springfield, Illinois 62739
(Address of principal executive offices)
Registrant's telephone number, including area code: (217) 523-3600
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits:
4.03 Supplemental Indenture providing for Medium-Term Notes, as series of
First Mortgage Bonds.
The above exhibits are filed herewith in connection with the Company's
Registration Statement on Form S-3 (Registration No. 33-56063) which became
effective November 21, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Central Illinois Public Service Company
/s/Craig D. Nelson
Craig D. Nelson
Treasurer
Date: June 6, 1995
EXHIBIT INDEX
Exhibit
No. Description
4.03 Supplemental Indenture providing for Medium-Term Notes, as series of First
Mortgage Bonds.
THIS SUPPLEMENTAL INDENTURE, dated June 1, 1995, made and
entered into by and between CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY, a corporation organized and existing under the laws of the
State of Illinois (hereinafter commonly referred to as the
"Company"), and BANK OF AMERICA ILLINOIS (formerly Continental
Bank, National Association and formerly Continental Illinois
National Bank and Trust Company of Chicago), an Illinois banking
corporation having its office or place of business in the City of
Chicago, Cook County, State of Illinois (hereinafter commonly
referred to as the "Trustee"), and Robert J. Donahue (successor
Co-Trustee), of the City of Chicago, Cook County, State of
Illinois, as Trustees under the Indenture of Mortgage or Deed of
Trust dated October 1, 1941, heretofore executed and delivered by
the Company to Continental Illinois National Bank and Trust Company
of Chicago and Edmond B. Stofft, as Trustees, as amended by the
Supplemental Indentures dated, respectively, September 1, 1947,
January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954,
February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964,
June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971,
September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974,
April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978,
August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992,
July 1, 1992, September 15, 1992 and April 1, 1993, heretofore
executed and delivered by the Company to the Trustees under said
Indenture of Mortgage or Deed of Trust dated October 1, 1941; said
Indenture of Mortgage or Deed of Trust dated October 1, 1941, as
amended by said Supplemental Indentures, being hereinafter
sometimes referred to as the "Indenture"; and said Bank of America
Illinois and Robert J. Donahue, as such Trustees, being hereinafter
sometimes referred to as the "Trustees" or the "Trustees under the
Indenture"; WITNESSETH:
WHEREAS, the Company has determined, by resolutions duly
adopted by its Board of Directors and/or the Executive Committee
thereof, to issue bonds of an additional series under and to be
secured by the Indenture, as hereby amended, to be known and
designated as First Mortgage Bonds, Medium-Term Note Series 1995-1
(hereinafter sometimes referred to as the "bonds of Series 1995-1"
or the "bonds of said Series"), and the bonds of said Series shall
be authorized, authenticated and issued only as registered bonds
without coupons, and to execute and deliver this supplemental
indenture, pursuant to the provisions of Article I, as amended,
Section 6 of Article II and Article XVI of the Indenture, for the
purpose of (1) creating and authorizing not to exceed $20,000,000
aggregate principal amount of bonds of Series 1995-1 and setting
forth the form, terms, provisions and characteristics thereof,
(2) modifying or amending certain provisions of the Indenture in
the particulars and to the extent hereinafter specifically
provided, and (3) specifically describing and conveying to the
Trustees, upon the trusts and for the purposes of the Indenture, as
hereby amended, certain additional properties which the Company has
constructed or otherwise acquired subsequent to January 1, 1993,
except property of the character expressly excepted or excluded
from the lien of the Indenture by the terms thereof, and which are
owned by the Company at the date of the execution hereof and are
subject in any event to the lien and effect of the Indenture; and
WHEREAS, the execution and delivery of the Company of this
supplemental indenture have been duly authorized by the Board of
Directors of the Company and/or the Executive Committee thereof;
and the Company has requested, and hereby requests, the Trustees to
enter into and join with the Company in the execution and delivery
of this supplemental indenture; and
WHEREAS, the bonds of Series 1995-1 are to be authorized,
authenticated and issued only in the form of registered bonds
without coupons, and each of the bonds of Series 1995-1 and the
certificate of the Trustee thereon shall be substantially in the
following form, to wit:
[form of bond]
No. $
Illinois Commerce Commission ID Number 5699
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
First Mortgage Bond, Medium-Term Note Series 1995-1
Original
Issue Dated Maturity
Date Date Date CUSIP
June 9, 1995 June 1, 2005 15366QAA6
Interest
Interest Payment Record
Rate Dates Dates
6.49% June 1 May 15
December 1 November 15
REGISTERED OWNER
PRINCIPAL AMOUNT DOLLARS
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the Registered Owner hereof, Cede & Co., has an
interest herein.
Central Illinois Public Service Company, an Illinois
corporation (hereinafter referred to as the "Company"), for value
received, hereby promises to pay to the Registered Owner specified
above, or registered assigns, the Principal Amount specified above
on the Maturity Date specified above, and to pay to the Registered
Owner interest on said sum from the Dated Date hereof, at the
Interest Rate specified above, payable half-yearly on the Interest
Payment Dates specified above, until said principal sum is paid.
The interest so payable on any Interest Payment Date will be paid,
subject to certain exceptions provided in the Supplemental
Indenture dated June 1, 1995, hereinafter referred to, to the
Registered Owner at the close of business of the Trustee on the
immediately preceding Record Date. Both the principal of and the
interest on this bond shall be payable at the office or agency of
the Company in the City of Chicago, State of Illinois, in any coin
or currency of the United States of America which at the time of
payment is legal tender for public and private debts, or, at the
option of the Registered Owner, in like coin or currency, at the
office or agency of the Company in the Borough of Manhattan, City
of New York, State of New York. At the option of the Company,
interest on this bond may be paid by check mailed on the Interest
Payment Date to the Registered Owner.
EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, THIS GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY, ANOTHER NOMINEE OF THE DEPOSITARY, A SUCCESSOR OF THE
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
This bond is one of the bonds issued and to be issued
from time to time under and in accordance with and all secured by
the indenture of mortgage or deed of trust dated October 1, 1941,
executed and delivered by the Company to Bank of America Illinois
(formerly Continental Bank, National Association and formerly
Continental Illinois National Bank and Trust Company of Chicago and
hereinafter referred to as the "Trustee") and Edmond B. Stofft, as
Trustees, and the various indentures supplemental thereto each
executed and delivered by the Company to the Trustees under said
indenture of mortgage or deed of trust dated October 1, 1941, prior
to the authentication of this bond (said indenture of mortgage or
deed of trust and said supplemental indentures being hereinafter
referred to, collectively, as the "Indenture"); and said Bank of
America Illinois and Robert J. Donahue (successor Co-Trustee) being
now the Trustees under the Indenture. Reference to the Indenture
and to all supplemental indentures, if any, hereafter executed
pursuant to the Indenture is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the
security and the rights of the holders and Registered Owners of
said bonds and of the Trustees and of the Company in respect of
such security. By the terms of the Indenture the bonds to be
secured thereby are issuable in series, which may vary as to date,
amount, date of maturity, rate of interest, redemption provisions,
medium of payment and in other respects as in the Indenture
provided. The bonds of Series 1995-1 are not redeemable prior to
the Maturity Date.
In case of certain events of default specified in the
Indenture, the principal of this bond may be declared or may become
due and payable in the manner and with the effect provided in the
Indenture. No recourse shall be had for the payment of the
principal of or interest on this bond, or for any claim based
hereon, or otherwise in respect hereof or of the Indenture or any
indenture supplemental thereto, to or against any incorporator,
stockholder, officer or director, past, present or future, of the
Company, or of any predecessor or successor corporation, either
directly or through the Company, or such predecessor or successor
corporation, under any constitution or statute or rule of law, or
by the enforcement of any assessment, penalty, or otherwise, all
such liability of incorporators, stockholders, directors and
officers being waived and released by the Registered Owner hereof
by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture. This bond is transferable
by the Registered Owner hereof, in person or by attorney duly
authorized, at the principal office or place of business of the
Trustee under the Indenture, upon the surrender and cancellation of
this bond and the payment of any stamp tax or other governmental
charge, and upon any such transfer a new registered bond or bonds
without coupons, of the same series and for the same aggregate
principal amount, will be issued to the transferee in exchange
herefore; provided, that the Company shall not be required to
register, transfer or exchange bonds of this series for a period of
ten days next preceding an Interest Payment Date with respect to
said bonds.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the
Indenture of the Trustee's Certificate endorsed hereon.
<PAGE>
IN WITNESS WHEREOF, Central Illinois Public Service
Company has caused this bond to be executed in its name by the
manual or facsimile signature of its President or one of its
Vice-Presidents, and its corporate seal or a facsimile thereof to
be affixed or imprinted hereon and attested by the manual or
facsimile signature of its Secretary or one of its Assistant
Secretaries.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By
President
ATTEST:
By
Secretary
This bond is one of the bonds of the series designated
therein, described in the within mentioned Indenture.
BANK OF AMERICA ILLINOIS,
as Trustee
By
Authorized Officer
[end of form of bond]
NOW, THEREFORE, in consideration of the premises and of
the sum of One Dollar ($1.00) duly paid by the Trustees to the
Company, and of other good and valuable considerations, the receipt
whereof is hereby acknowledged, and for the purpose of further
assuring to the Trustees under the Indenture their title to, or
lien upon, the property hereinafter described, under and pursuant
to the terms of the Indenture, as hereby amended, and for the
purpose of further securing the due and punctual payment of the
principal of and interest and the premium, if any, on all bonds
which have been heretofore or shall be hereafter issued under the
Indenture and indentures supplemental thereto and which shall be at
any time outstanding thereunder and secured thereby, and for the
purpose of securing the faithful performance and observance of all
the covenants and conditions set forth in the Indenture and/or in
any indenture supplemental thereto, the Company has given, granted,
bargained, sold, transferred, assigned, pledged, mortgaged,
warranted the title to and conveyed, and by these presents does
give, grant, bargain, sell, transfer, assign, pledge, mortgage,
warrant the title to and convey unto BANK OF AMERICA ILLINOIS and
ROBERT J. DONAHUE, as Trustees under the Indenture as therein
provided, and their successors in the trusts thereby created, and
to their assigns, all the right, title and interest of the Company
in and to any and all premises, plants, property, leases and
leaseholds, franchises, permits, rights and powers, of every kind
and description, real and personal, which have been acquired by the
Company through construction, purchase, consolidation or merger, or
otherwise, subsequent to January 1, 1993, and which are owned by
the Company at the date of the execution hereof, together with the
rents, issues, products and profits therefrom, excepting, however,
and there is hereby expressly reserved and excluded from the lien
and effect of the Indenture and of this supplemental indenture, all
right, title and interest of the Company, now owned, in and to
(a) all cash, bonds, shares of stock, obligations and other
securities not deposited with the Trustee or Trustees under the
Indenture, and (b) all accounts and bills receivable, judgments
(other than for the recovery of real property or establishing a
lien or charge thereon or right therein) and choses in action not
specifically assigned to and pledged with the Trustee or Trustees
under the Indenture, and (c) all personal property acquired or
manufactured by the Company for sale, lease, rental or consumption
in the ordinary course of business, and (d) the last day of each of
the demised terms created by any lease of property leased to the
Company and under each and every renewal of any such lease, the
last day of each and every such demised term being hereby expressly
reserved to and by the Company, and (e) all gas, oil and other
minerals now or hereafter existing upon, within or under any real
estate of the Company subject to, or hereby subjected to, the lien
of the Indenture.
Without in any way limiting or restricting the generality
of the foregoing description or the foregoing exceptions and
reservations, the Company hereby expressly gives, grants, bargains,
sells, transfers, assigns, pledges, mortgages, warrants the title
to and conveys unto said BANK OF AMERICA ILLINOIS and ROBERT J.
DONAHUE, as Trustees under the Indenture, and unto their successor
or successors in trust, and their assigns, under the trusts and for
the purposes of the Indenture, as hereby amended, the properties
described in Schedule A to this supplemental indenture, which is
incorporated herein by reference with the same force and effect as
if set forth at length herein, and which properties have been
acquired by the Company, through construction, purchase,
consolidation or merger, or otherwise, subsequent to January 1,
1993 (except as otherwise indicated in said Schedule A), and which
are owned by the Company at the date of the execution hereof
together with the tenements, hereditaments and appurtenances
thereunto belonging or appertaining, TO HAVE AND TO HOLD all said
property, rights and interests forever, BUT IN TRUST, NEVERTHELESS,
upon the trusts, for the purposes and subject to all the terms,
conditions, provisions and restrictions of the Indenture, as hereby
amended.
<PAGE>
And upon the considerations and for the purposes
aforesaid, and in order to provide, pursuant to the terms of the
Indenture, for the issuance under the Indenture, as hereby amended,
of bonds of Series 1995-1 and to fix the terms, provisions and
characteristics of the bonds of said Series, and to modify or amend
the Indenture in the particulars and to the extent hereinafter in
this supplemental indenture specifically provided, the Company
hereby covenants and agrees with the Trustees as follows:
ARTICLE I
SECTION 1. A series of bonds issuable under the
Indenture, as hereby amended, to be known and designated as "First
Mortgage Bonds, Medium-Term Note Series 1995-1" (hereinafter in
this Article sometimes referred to as the "bonds of Series 1995-1"
or the "bonds of said Series"), and which shall be executed,
authenticated and issued only in the form of registered bonds
without coupons, is hereby created and authorized. The bonds of
Series 1995-1 and the Trustee's Certificate to be endorsed thereon
shall be substantially in the form thereof hereinbefore recited.
If so directed by the Company, the bonds of Series 1995-1 shall be
issued as a single global security for each maturity thereof and
registered in the name of The Depository Trust Company or its
nominee or successor under a "book-entry-only" system pursuant to
a letter of representation between the Company and the Trustee and
said depository. Each bond of said Series shall be dated as of the
Interest Payment Date thereof to which interest was paid next
preceding the date of issue, unless (a) issued on an Interest
Payment Date thereof to which interest was paid, in which event it
shall be dated as of the date of issue, or (b) issued prior to the
occurrence of the first Interest Payment Date thereof to which
interest was paid, in which event it shall be dated the Original
Issue Date; and all bonds of said Series shall be due and payable
on the Maturity Date hereinabove specified in the form of bond;
shall bear interest from the date thereof at the Interest Rate per
annum specified in the form of bond payable half-yearly on the
Interest Payment Dates specified in the form of bond to the
Registered Owner as specified on the registry books of the Trustee
at the close of business of the Trustee on the applicable Record
Date as provided in Section 2 of this Article I; and shall be
payable, as to both principal and interest, at the office or agency
of the Company in the City of Chicago, State of Illinois, in any
coin or currency of the United States of America which at the time
of payment is legal tender for public and private debts, or, at the
option of the Registered Owner, in like coin or currency, at the
office or agency of the Company in the Borough of Manhattan, City
of New York, State of New York. At the option of the Company,
interest on the bonds of Series 1995-1 may be paid by check mailed
on the Interest Payment Date to the Registered Owner. So long as
any "book-entry-only" system is in effect, the bonds of said Series
shall be paid as provided in the letter of representation referred
to above.
SECTION 2. Anything contained in Section 14 of Article I
of the Indenture, or elsewhere in the Indenture, to the contrary
notwithstanding, only the person in whose name any of the bonds of
said Series is registered (the "Registered Owner") at the close of
business on any Record Date, as hereinafter defined, with respect
to any Interest Payment Date shall be entitled to receive the
interest payable on such Interest Payment Date notwithstanding the
cancellation of such bonds upon any transfer or exchange subsequent
to the Record Date and prior to such Interest Payment Date;
provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such Interest Payment
Date, such defaulted interest shall be paid to the persons in whose
names outstanding bonds of said Series are registered on the Record
Date to be established by the Trustee for payment of such defaulted
interest.
The term "Record Date" as used herein with respect to any
Interest Payment Date (other than an Interest Payment Date for the
payment of defaulted interest) shall mean the applicable Record
Date specified in the form of bond next preceding such Interest
Payment Date, or, if such Record Date shall be a legal holiday or
a day on which banking institutions in the City of Chicago,
Illinois, are authorized by law to close, then the next preceding
day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
SECTION 3. The bonds of Series 1995-1 may not be redeemed
prior to the Maturity Date. The Company shall not be required to
register, transfer or exchange bonds of said Series for a period of
ten (10) days next preceding an Interest Payment Date with respect
to bonds of said Series.
SECTION 4. The bonds of said Series shall, from time to
time, be executed on behalf of the Company and sealed with the
corporate seal of the Company, all in the manner provided or
permitted by Section 6 of Article I of the Indenture, as follows:
<PAGE>
(a) bonds of Series 1995-1 executed on behalf of the
Company by its President or a Vice-President and/or by its
Secretary or an Assistant Secretary may be so executed by the
facsimile signature of such President or Vice-President and/or
of such Secretary or Assistant Secretary, as the case may be,
of the Company, or of any person or persons who shall have been
such officer or officers, as the case may be, of the Company on
or subsequent to the date of this supplemental indenture,
notwithstanding that he or they may have ceased to be such
officer or officers of the Company at the time of the actual
execution, authentication, issue or delivery of any of such
bonds, and any such facsimile signature or signatures of any
such officer or officers on any such bonds shall constitute
execution of such bonds on behalf of the Company by such
officer or officers of the Company for the purposes of the
Indenture, as hereby amended, and shall be valid and effective
for all purposes, provided that all bonds shall always be
executed on behalf of the Company by the signature, manual or
facsimile, of its President or a Vice-President and of its
Secretary or an Assistant Secretary, and provided, further,
that none of such bonds shall be executed on behalf of the
Company by the same officer or person acting in more than one
capacity; and
(b) such corporate seal of the Company may be a
facsimile, and any bonds of said Series on which such facsimile
seal shall be affixed, impressed, imprinted or reproduced shall
be deemed to be sealed with the corporate seal of the Company
for the purposes of the Indenture, as hereby amended, and such
facsimile seal shall be valid and effective for all purposes.
SECTION 5.
(a) Except as provided in subsections (c) and (g) below,
the holder of all of the bonds of Series 1995-1 shall be the
Depository Trust Company ("DTC") and the bonds of said
Series shall be registered in the name of Cede & Co., as
nominee for DTC.
(b) The bonds of Series 1995-1 shall be initially issued
in the form of a separate single authenticated fully registered
certificate in the name of Cede & Co. and in the principal
amount of the bonds of Series 1995-1 (a "Global Bond"). Upon
initial issuance, the ownership of such bonds of said Series
shall be registered in the bond register kept by the Trustee in
the name of Cede & Co., as nominee of DTC. So long as the
bonds of said Series are evidenced by a Global Bond, the
Trustee and the Company may treat DTC (or its nominee) as the
sole and exclusive holder of the bonds of Series 1995-1
registered in its name for the purposes of payment of the
principal of and interest on the bonds of said Series, and of
giving any notice permitted or required to be given to holders
under the Indenture and neither the Trustee nor the Company
shall be affected by any notice to the contrary. Neither the
Trustee nor the Company shall have any responsibility or
obligation to any of DTC's participants (each, a
"Participant"), any person claiming a beneficial ownership in
the bonds of Series 1995-1 under or through DTC or any
Participant (each, a "Beneficial Owner"), or any other person
which is not shown on the bond register maintained by the
Trustee as being a holder, with respect to the accuracy of any
records maintained by DTC or any Participant, the payment of
DTC or any Participant of any amount in respect of the
principal of, or interest on the bonds of said Series; any
notice which is permitted or required to be given to holders
under the Indenture of bonds of Series 1995-1; or any consent
given or other action taken by DTC as bondholder. The Trustee
shall pay all principal of, and interest on the bonds of Series
1995-1 registered in the name of Cede & Co. only to or "upon
the order of" DTC (as that term is used in the Uniform
Commercial Code as adopted in Illinois and New York), and all
such payments shall be valid and effective to fully satisfy and
discharge the Company's obligations with respect to the
principal of and interest on such bonds of said Series to the
extent of the sum or sums so paid. Except as otherwise
provided in Section 5(c) and (g) below, no person other than
DTC shall receive authenticated bond certificates evidencing
the obligation of the Company to make payments of principal of
and interest on the bonds of said Series. Upon delivery by DTC
to the Trustee of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co.,
and subject to the provision of the Indenture with respect to
transfers of bonds, the word "Cede & Co." in this Supplemental
Indenture shall refer to such new nominee of DTC.
(c) Any Global Bond shall be exchangeable for bonds of
Series 1995-1 in certificated form registered in the names of
Participants and/or Beneficial Owners if, but only if, (i) DTC
notifies the Company that it is unwilling or unable to continue
as Depository for bonds of said Series or at any time ceases to
be a clearing agency registered as such under the Securities
Exchange Act of 1934, as amended, (ii) the Company instructs
the Trustee that such Global Bond shall be exchangeable or
(iii) there shall have occurred and be continuing an event of
default or an event that with notice or passage of time, or
both, would constitute an event of default. In any such event,
the Trustee shall issue, transfer and exchange bond
certificates as requested by DTC in appropriate amounts
pursuant to Article I of the Indenture and Section 1 of this
Supplemental Indenture. The Company shall pay all costs in
connection with the production, execution and delivery of such
bond certificates. If bond certificates are issued, the
provisions of the Indenture shall apply to, among other things,
the transfer and exchange of such certificates and the method
of payment and principal of and interest on such certificates.
(d) Notwithstanding any other provision of this
Supplemental Indenture to the contrary, so long as any bonds of
Series 1995-1 are evidenced by a Global Bond, registered in the
name of Cede & Co., as nominee of DTC, all payments with
respect to the principal of and interest on the bonds of said
Series and all notices with respect to the bonds of said Series
shall be made and given, respectively, to DTC as provided in
the representation letter relating to the bonds of said Series
among DTC, the Trustee and the Company. The Trustee is hereby
authorized and directed to comply with all terms of the
representation letter.
(e) In connection with any notice or other communication
to be provided pursuant to the Indenture for the bonds of
Series 1995-1 by the Company or the Trustee with respect to any
consent or other action to be taken by the holders of the bonds
of said Series, the Company or the Trustee, as the case may be,
shall seek to establish a record date to the extent permitted
by the Indenture for such consent or other action and give DTC
notice of such record date not less than fifteen (15) calendar
days in advance of such record date to the extent possible.
Such notice to DTC shall be given only when DTC is the sole
holder.
(f) NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE
BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY
RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT
BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL
OWNER IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS
OF SERIES 1995-1; (3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF
ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR
PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO
HOLDERS; OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC
AS A HOLDER.
SO LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE
BONDS OF SERIES 1995-1 AS NOMINEE OF DTC, REFERENCES HEREIN TO
THE BONDS OF SAID SERIES OR REGISTERED HOLDERS OF THE BONDS OF
SAID SERIES SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE
BENEFICIAL OWNERS OF THE BONDS OF SAID SERIES NOR DTC
PARTICIPANTS.
(g) No Global Bond may be transferred except as a whole by
DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or by DTC or any such nominee to a
successor of DTC or a nominee of such successor.
<PAGE>
(h) Upon the termination of the services of DTC with
respect to the bonds of Series 1995-1 pursuant to subsection
(c) of this Section 5 after which no substitute book-entry
depository is appointed, the bonds of said Series shall be
registered in whatever name or names holders transferring or
exchanging bonds of said Series shall designate in accordance
with the provisions of the Indenture.
ARTICLE II
SECTION 1. Sections 10 and 16 of Article III of the
Indenture are, and each of them is, hereby amended by striking out
the words "Series I, J, K, L, Newton, W, X, Y and Z" wherever the
same occur in each of said sections, and by inserting, in lieu
thereof, the words "Series L, Newton, Series W through Series Z and
Series 1995-1" and the Company hereby covenants and agrees to
observe and comply with the provisions of said sections as hereby
amended.
ARTICLE III
SECTION 1. The provisions of this supplemental indenture
shall become and be effective from and after the execution hereof,
and the Indenture, as hereby amended, shall remain in full force
and effect.
SECTION 2. Each reference in the Indenture, or in this
supplemental indenture, to any article, section, term or provision
of the Indenture shall mean and be deemed to refer to such article,
section, term or provision of the Indenture, as hereby amended,
except where the context otherwise indicates.
SECTION 3. All the covenants, provisions, stipulations
and agreements in this supplemental indenture contained are and
shall be for the sole and exclusive benefit of the parties hereto,
their successors and assigns, and of the holders and Registered
Owners from time to time of the bonds and of the coupons issued and
outstanding from time to time under and secured by the Indenture,
as hereby amended.
This supplemental indenture has been executed in a number
of identical counterparts, each of which so executed shall be
deemed to be an original.
<PAGE>
At the time of the execution of this supplemental
indenture, the aggregate principal amount of all indebtedness of
the Company outstanding, or to be presently outstanding, under and
secured by the Indenture, as hereby amended, is $300,000,000,
evidenced by First Mortgage Bonds of the series listed below,
issued by the Company under said Indenture and now outstanding or
to be presently issued by it under said Indenture, as follows:
Principal
Series Interest Rate Maturity Date Amount
L 5-7/8 May 1, 1997 15,000,000
Newton Series 6-5/8 August 1, 2009 1,000,000
W 7-1/8 May 15, 1999 50,000,000
W 8-1/2 May 15, 2022 33,000,000
X 6-1/8 July 1, 1997 43,000,000
X 7-1/2 July 1, 2007 50,000,000
Y 6-3/4 September 15, 2002 23,000,000
Z 6 April 1, 2000 25,000,000
Z 6-3/8 April 1, 2003 40,000,000
1995-1 (a) June 1, 2025 20,000,000(b)
TOTAL........ $300,000,000
(a) At the Interest Rate specified in the form of bond.
(b) To be presently issued by the Company under said Indenture.
<PAGE>
IN WITNESS WHEREOF, said Central Illinois Public Service
Company has caused this instrument to be executed in its corporate
name by its President or a Vice-President and its corporate seal or
a facsimile thereof to be hereunto affixed and to be attested by
its Secretary or an Assistant Secretary, and said Bank of America
Illinois, for the purpose of entering into and joining with the
Company in the execution of this supplemental indenture, has caused
this instrument to be executed in its corporate name by one of its
Vice-Presidents and its corporate seal to be hereunto affixed and
to be attested by one of its Trust Officers, and said Robert J.
Donahue, for the purpose of entering into and joining with the
Company in the execution of this supplemental indenture, has signed
and sealed this instrument; all as of the day and year first above
written.
CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY
By /s/Robert W.Jackson
Robert W. Jackson
Senior Vice President-Finance
(CORPORATE SEAL)
ATTEST:
/s/ Robert C. Porter
Robert C. Porter
Assistant Secretary
BANK OF AMERICA ILLINOIS
By /s/ E. D. Butler
E. D. Butler
Vice President
(CORPORATE SEAL)
ATTEST:
/s/ John W. Porter
John W. Porter
Vice President
(SEAL)
/s/ Robert J. Donahue
Robert J. Donahue
<PAGE>
STATE OF ILLINOIS )
) ss
COUNTY OF MORGAN )
I, Diana L. McClelland, a Notary Public in and for said
County in the State aforesaid, do hereby certify that Robert W.
Jackson, Senior Vice President - Finance of CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY, a corporation organized and existing under the
laws of the State of Illinois, and Robert C. Porter, Assistant
Secretary of said corporation, who are both personally known to me
to be the same persons whose names are subscribed to the foregoing
instrument as such officers, respectively, of said corporation, and
who are both personally known to me to be such officers, appeared
before me this day in person and severally acknowledged that they
signed, sealed and delivered said instrument as their free and
voluntary act as such officers, and as the free and voluntary act
of said corporation, for the uses and purposes therein set forth.
Given under my hand and official seal this lst day of
June, 1995.
/s/ Diana L. McClelland
Notary Public
(NOTARIAL SEAL)
<PAGE>
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, V. Washington, a Notary Public in and for said County
in the State aforesaid, do hereby certify that:
(a) E.D. Butler, a Vice President of BANK OF AMERICA
ILLINOIS, an Illinois banking corporation and John W. Porter,
Vice President of said bank, who are both personally known to
me to be the same persons whose names are subscribed to the
foregoing instrument as such officers, respectively, of said
bank, and who are both personally known to me to be such
officers, appeared before me this day in person and severally
acknowledged that they signed, sealed and delivered said
instrument as their free and voluntary act as such officers,
and as the free and voluntary act of said bank, for the uses
and purposes therein set forth; and
(b) Robert J. Donahue, personally known to me to be the
same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he signed, sealed and delivered said
instrument as his free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and official seal this 31st day of
May, 1995.
V. Washington
Notary Public
(NOTARIAL SEAL)
<PAGE>
Schedule A
TO THE SUPPLEMENTAL INDENTURE DATED JUNE 1, 1995
OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO
BANK OF AMERICA ILLINOIS AND
ROBERT J. DONAHUE AS TRUSTEES
The properties of the Company acquired through construction,
purchase, consolidation or merger or otherwise subsequent to January 1, 1993
and prior to March 1, 1995 referred to on page 8 of the foregoing
Supplemental Indenture, located in the counties of Adams, Brown, Champaign,
Christian, Clark, Coles, Crawford, Effingham, Franklin, Fulton, Greene,
Hancock, Jackson, Livingston, Logan, Mason, Menard, McDonough, Pope, Pulaski,
Richland, Sangamon, Vermilion, White and Williamson in the State of Illinois,
are described as follows:
First. The following described single circuit electric transmission
lines of the Company, on single wood poles or H-frame tubular steel
structures, located in the State of Illinois:
From To
Location County Location County KV
East West Frankfort Franklin North Norris City White 345*
West Macomb McDonough Northeast Macomb McDonough 138
Rantoul Champaign Rising Champaign 138
Forrest Junction Livingston Forrest Junction
Substation Livingston 69
* H-Frame Tubular Steel
Second. The following described electric substations of the Company:
(a) located in, or in the vicinity of, the following
communities, and
(b) serving the customers of the Company named below, all located
in the State of Illinois:
(a)
Location
_________________________________
Community County KVA
Niota Hancock 13,300
Carbondale Jackson 10,500
Hamilton Hancock 14,000
Mattoon Coles 74,700
Mt. Sterling Brown 10,500
Effingham Effingham 10,500
Hillview Greene 3,000
Rossville Vermilion 12,500
(b)
Location
___________________________
Serving Community County KVA
_______ _________ ________ ______
Amoco Pipeline Niota Hancock 7,500
J.M. Huber, Inc. Quincy Adams 11,200
Magic Chef Herrin Williamson 10,500
Marathon Pipeline Martinsville Clark 5,250
Third. The following described gas distribution mains of the Company
located in the State of Illinois:
Location Approximate
____________________________________ length in
Community County feet
Golconda Pope 11,720
Marion Williamson 62,819
West Frankfort Franklin 2,960
Murphysboro Jackson 27,750
Carbondale Jackson 24,370
Herrin Williamson 6,491
Havana Mason 4,075
St. David Fulton 6,380
Petersburg Menard 10,600
Quincy Adams 11,329
Berlin Sangamon 10,000
Effingham Effingham 4,900
Mattoon Coles 18,137
Charleston Coles 51,324
Fourth. The following described real estate situated in Adams County,
Illinois:
Item 1. Lots Five (5), Six (6), and Seven (7) and the South
Nineteen and seventy-five hundredths (19.75) feet of Lots Two (2),
Three (3), and Four (4), all in Block Five (5) of Samuel P.
Church's Addition to the City of Quincy; AND
The West One Hundred (100) feet of the entire Twenty (20) foot wide
alley lying immediately South of Lot Seven (7) of Block Five (5) of
Samuel P. Church's Addition to the City of Quincy;
all situated in the County of Adams, in the State of Illinois.
Fifth. The following described real estate situated in Christian
County, Illinois:
Item 1. Part of the Northwest Quarter (NW 1/4) of Section 8,
Township 11 North, Range 1 East of the Third Principal Meridian,
more particularly described as follows: Commencing at the
southeast corner of the NW 1/4 of said Section 8, thence North 90
00' 00" West along the south line of the NW 1/4 of said Section 8,
a distance of 1529.97 feet for the true point of beginning. From
said point of beginning, thence continuing North 90 00' 00" West
along the south line of the NW 1/4 of said Section 8, a distance of
100 feet to a point in the easterly right of way line of Illinois
Route 29; thence North 44 01' 17" West along said easterly right
of way line, a distance of 182.18 feet; thence South 90 00' 00"
East, parallel with the south line of the NW 1/4 of said Section 8,
a distance of 226.60 feet; thence South 0 00' 00" East 131.00 feet
to the true point of beginning.
Item 2. Lots 2, 3 and 4 in Block 19 in Corzine and Conner's
Addition to Assumption, except that part lying within the following
described tract: Beginning at the intersection of the west right
of way line of U.S. Route 51 and the South line of Second South
Street in Assumption, thence running northwesterly 152.50 feet to
an iron pin; thence southwesterly 110 feet to an iron pin; thence
southeasterly 173.03 feet to a point on the west right of way line
of U.S. Route 51; thence north 111.90 feet to the place of
beginning, situated on part of the NE 1/4 of Section 1, T. 12 N.,
R. 1 East of 3rd P.M. (being a resubdivision of Block 19 in the
Original Town of Assumption), according to the plat of Corzine and
Conner's Addition recorded April 8, 1908 in Plat Book 1 page 72.
Sixth. The following described real estate situated in Crawford
County, Illinois:
Item 1. A parcel of land lying within the Northwest Quarter (NW
1/4) of the Southwest Quarter (SW 1/4) of Section 33, Township 7
North, Range 12 West of the Second Principal Meridian, Crawford
County, Illinois, more particularly described as follows:
Commencing at a stone 164 feet south and 38.80 feet east of the
Northwest Corner of the Northwest Quarter (NW 1/4) of the Southwest
Quarter (SW 1/4) of Section 33, and thence measure southwardly
along the east boundary line of the public street 935 feet; thence
southwardly along the east line of the public street 196 feet;
thence eastwardly along the north right-of-way line of the Illinois
Central Railroad 97 feet to a brass rod with cap (found), and being
the POINT OF BEGINNING, (Reference is made to page 111, of deed
record book 203 of the Crawford County Records);
thence from said POINT OF BEGINNING, North 00 degrees 00 minutes 00
seconds West along a line parallel with the east right-of-way line
of a public street 15.00 feet to a brass rod with cap (found);
thence South 88 degrees 38 minutes 45 seconds East along a line
parallel with the north right-of-way line of the Illinois Central
Railroad 33.00 feet to a brass rod with cap (found);
thence North 00 degrees 00 minutes 00 seconds West along a line
parallel with the east right-of-way line of a public street 181.00
feet to a brass rod with cap (found);
thence South 88 degrees 38 minutes 45 seconds East along a line
parallel with the north right-of-way line of the Illinois Central
Railroad, 14.00 feet to a brass rod with cap (set);
thence South 00 degrees 00 minutes East (assumed bearing) along a
line parallel with the east right-of-way line of a public street
183.00 feet to a brass rod with cap (set) being 7.70 feet as
measured perpendicularly northwest of the north rail of an existing
spur line of the Illinois Central Railroad;
thence South 75 degrees 48 minutes 01 seconds West 48.47 feet to
the POINT OF BEGINNING, situated in Crawford County, Illinois.
Seventh. The following described real estate situated in Greene County,
Illinois:
Item 1. Part of the West Half of the Northwest Quarter of the
Northeast Quarter of Section 27 Township 12 North, Range 13 West of
the Third Principal Meridian, Greene County, Illinois, more
particularly described as follows:
Commencing at a stone (found) at the Northwest corner of the
Northeast Quarter of said Section 27; thence North 90 00' 00" East
601.50 feet along the North line of the Northeast Quarter of said
Section 27; thence South 0 03' 05" East 198.21 feet to an iron
rod, said point being the Point of Beginning; thence continuing
South 0 03' 05" East 125.00 feet to an iron rod with cap; thence
North 88 55' 42" West 125 feet along a line 125.00 feet normal
distance southerly of and parallel with the centerline of the
existing road to an iron rod with cap; thence North 0 03' 05" West
125 feet to an iron rod on the centerline of the existing road;
thence South 88 55' 42" East 125.00 feet along the centerline of
the existing road to the Point of Beginning, subject to any
existing roadway or easements of record.
Item 2. The North 305 feet of the East 80 feet of Lot "A" in
Bate's Addition to the Town, now City, of White Hall, according to
the recorded plat thereof; situated in said City of White Hall, in
the County of Greene, in the State of Illinois.
Eighth. The following described real estate situated in Hancock
County, Illinois:
Item 1. A part of the Northwest Quarter (NW 1/4) of Section 13,
Township 7 North, Range 8 West, Fourth Principal Meridian, Hancock
County, Illinois, more particularly described as follows:
Commencing at an iron marker at the Southwest corner of the
Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of
said Section 13 for a point of beginning and from said point run
North 0 57' 00" East along the West line of said Section, 430.00
feet to a CIPS survey marker; thence South 87 54' 53" East, 400.00
feet to a CIPS survey marker; thence South 00 57' 00" West, 430.00
feet; thence North 87 54' 53" West, 400.00 feet to the point of
beginning and containing 3.95 acres more or less.
Ninth. The following described real estate situated in Logan County,
Illinois:
Item 1. Part of the S.E. 1/4 of Section 29 in T. 18 N., R. 4 W.,
of the 3rd P.M., in Logan County, Illinois, said part being further
described as follows:
Commencing at an iron pipe at the S.E. corner of said Section 29;
thence S. 89 47' 58" W., 118.60 feet along the south line of said
Section 29 to a P.K. Nail at the point of beginning; thence
continuing S. 89 47' 58" W., 140.00 feet along said south line to
a P.K. Nail; thence N. 0 00' 00" W., 70.00 feet parallel with the
east line of said S.E. 1/4 to an iron pin; thence N. 89 47' 58"
E., 140.00 feet parallel with the south line of the S.E. 1/4 of
said Section to an iron pin; thence S. 0 00' 00" E., 70.00 feet
parallel with the East Line of said S.E. 1/4 to the point of
beginning, containing 0.225 acres more or less.
Tenth. The following described real estate situated in Pulaski County,
Illinois:
Item 1. Part of the South Half of the Northeast Quarter of Section
22, Township 15 South, Range 1 East of the Third Principal
Meridian, Pulaski County, Illinois, described as follows:
Beginning at the southwest corner of the Southeast Quarter of the
Northeast Quarter of said Section 22; thence South 88 52' 20" East
along the South line of the said Southeast Quarter of the Northeast
Quarter a distance of 32.17 feet to the westerly right-of-way line
of the Public Road; thence North 13 50' 51" West along the said
right-of-way line a distance of 656.22 feet to the easterly right-
of-way line of Illinois Route 37; thence South 29 01' 12" West
along the said Route 37 right-of-way line a distance of 717.26 feet
to the South line of the Southwest Quarter of the Northeast Quarter
of said Section 22; thence South 88 52' 20" East a distance of
472.94 feet to the point of beginning, the tract containing 3.675
acres more or less; Excepting therefrom all that part of the
Southeast Quarter of the Northeast Quarter of Section 22, Township
15 South, Range 1 East of the Third Principal Meridian, which lies
West and South of the Public Road that runs through said Quarter-
Quarter Section, all situated in Pulaski County, Illinois. AND
All that part of the Southeast Quarter (SE 1/4) of the Northeast
Quarter (NE 1/4) of Section 22, Township 15 South, Range 1 East of
the Third Principal Meridian, which lies West and South of the
Public Road that runs Through said Quarter (1/4), Quarter (1/4)
Section.
Eleventh. The following described real estate situated in Richland
County, Illinois:
Item 1. That part of the Southwest Quarter (SW 1/4) of Section
Twenty-seven (Sec. 27), Township Four North (T.4.N.), Range Ten
East (R.10.E.) of the Third Principal Meridian (3rd P.M.), Richland
County, Illinois, bounded and described as follows:
COMMENCING at the Southwest corner of said Section 27, THENCE
Easterly along the South boundary line of said Section 27, a
distance of 1865.1 feet to the Western boundary line of the right
of way of the Cincinnati, Hamilton & Dayton Railroad Company;
THENCE Northerly along the Western boundary line of said Railroad
right of way, 1062.26 feet to a concrete monument (found), at the
Southeast Corner of a previously described tract (reference: deed
Record Book 113, Page 533), and being the POINT OF BEGINNING, which
said point of beginning being 49.5 feet West of the Westerly
boundary line of the Illinois Central Railroad Company's right of
way; THENCE South 87 44' 00" West, 200.00 feet to a concrete
monument (found) at the Southwest Corner of a previously described
tract; THENCE South 00 55' 30" East along a line parallel to the
Western boundary line of said railroad right of way, 50.00 feet to
a brass rod w/cap (set); THENCE North 87 44' 00" East, 200 feet to
a brass rod w/cap (set); THENCE North 00 55' 30" West along the
Western boundary line of said railroad right of way, 50.00 feet to
the POINT OF BEGINNING, containing 0.23 acres of land, more or
less.
Executed in 100 Counterparts, No. .
SUPPLEMENTAL INDENTURE
DATED JUNE 1, 1995
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
TO
BANK OF AMERICA ILLINOIS
(FORMERLY CONTINENTAL BANK, NATIONAL ASSOCIATION
AND FORMERLY CONTINENTAL ILLINOIS NATIONAL
BANK AND TRUST COMPANY OF CHICAGO)
and ROBERT J. DONAHUE
AS TRUSTEES
(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED
OCTOBER 1, 1941, EXECUTED BY CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY TO CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY
OF CHICAGO AND EDMOND B. STOFFT, AS TRUSTEES)
(PROVIDING FOR FIRST MORTGAGE BONDS,
MEDIUM-TERM NOTE SERIES 1995-1 DUE JUNE 1, 2005)
This instrument was prepared by William J. Harmon, of
Jones, Day, Reavis & Pogue, 77 West Wacker Drive, Suite 3500,
Chicago, Illinois 60601-1692
