<PAGE>
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 37-0211380
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
W.A. KOERTNER
VICE PRESIDENT FINANCE AND SECRETARY
607 EAST ADAMS STREET 607 EAST ADAMS STREET
SPRINGFIELD, ILLINOIS 62739 SPRINGFIELD, ILLINOIS 62739
217/523-3600 217/523-3600
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE,
TELEPHONE NUMBER, INCLUDING AREA AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL CODE, OF AGENT FOR SERVICE)
EXECUTIVE OFFICES)
WITH COPY TO: WITH COPY TO:
WILLIAM J. HARMON, ESQ. PETER D. CLARKE, ESQ.
JONES, DAY, REAVIS & POGUE GARDNER, CARTON & DOUGLAS
77 WEST WACKER DRIVE QUAKER TOWER
SUITE 3500 321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601-1692 CHICAGO, ILLINOIS 60610-4795
312/269-4160 312/245-8685
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time, after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C>
First Mortgage Bonds
Medium-Term Notes $170,000,000 $51,516(1)
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</TABLE>
(1) Calculated pursuant to Rule 457(o).
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Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus constituting a part of this Registration Statement also relates to
$30,000,000 of the Registrant's First Mortgage Bonds or Medium-Term Notes such
First Mortgage Bonds and Medium-Term Notes having been registered for sale by
the Registrant in a Registration Statement on Form S-3 (File No. 33-56063).
This Registration Statement also constitutes Post-Effective Amendment No. 1
with respect to such Registration Statement No. 33-56063 and such Post-
Effective Amendment shall hereafter become effective concurrently with the
effectiveness of this Registration Statement in accordance with Section 8(c)
of the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION DATED DECEMBER 20, 1996
$200,000,000
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
FIRST MORTGAGE BONDS
MEDIUM-TERM NOTES
(SERIES OF FIRST MORTGAGE BONDS)
Central Illinois Public Service Company (the "Company") may offer from time
to time, in one or more series, not more than $200,000,000 in aggregate
principal amount 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"), and (ii) Medium-Term Notes, as series of First Mortgage Bonds
(the "Notes") (the Bonds and the Notes are herein collectively called the "Debt
Securities").
The specific terms of each series of the Debt Securities, together with the
terms of the offering of such series, 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 Debt Securities being offered (the
"Offered Securities"), without limitation, 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 terms and
any other special terms of such Offered Securities.
The Debt Securities will be represented either by global securities
registered in the name of a nominee of The Depository Trust Company ("DTC"), 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.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Company may sell the Debt 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.
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THE DATE OF THIS PROSPECTUS IS , 199 .
<PAGE>
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 Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants, like the Company, who file electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov.
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 Debt 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 Debt 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, 1995 (the "1995 Form 10-K").
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
3. The Company's Current Reports on Form 8-K dated May 20, 1996 and June
20, 1996.
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 R.C. Porter, Treasurer,
Central Illinois Public Service Company, 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
Securities Offered.......... $200,000,000 aggregate amount of First Mortgage
Bonds and Medium-Term Notes (series of First
Mortgage Bonds)
Use of Proceeds............. To redeem, refund, refinance, purchase or pay at
maturity certain indebtedness of the Company and
for general corporate purposes as described under
"Use of Proceeds" herein.
THE COMPANY
<TABLE>
<C> <S>
Business......................... Electric and gas utility
Service area..................... Portions of central and southern Illinois
Estimated Population of Service
Area............................ 820,000
Revenue Sources for 1995......... 84% Electric and 16% Gas
Sources of KWH Generation for
1995............................ More than 99% coal and less than 1% oil
Estimated 1996-2000 Construction
Expenditures.................... $510 million
Estimated Clean Air Act
Construction Expenditures
(expenditures through 2000
included in total construction
expenditures above)............. Less than $76 million
</TABLE>
CERTAIN FINANCIAL INFORMATION OF THE COMPANY
(DOLLARS IN THOUSANDS)
SELECTED INCOME STATEMENT DATA:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, TWELVE
-------------------------- MONTHS ENDED
1993 1994 1995 SEPTEMBER 30, 1996
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(UNAUDITED)
<S> <C> <C> <C> <C>
Operating Revenues............... $834,556 $835,882 $833,119 $862,166
Income Before Interest Charges... 118,111 114,824 104,282 106,865
Net Income....................... 84,011 81,913 70,631 70,658
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges is computed by dividing earnings by
fixed charges before income taxes. For the purposes of such computations (i)
earnings consist of net income plus fixed charges and income taxes and (ii)
fixed charges consist of interest on long-term debt, net of amortization of
debt discount, premium and expense, interest on provision for revenue refunds
and other interest charges.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, TWELVE
------------------------ MONTHS ENDED
1991 1992 1993 1994 1995 SEPTEMBER 30, 1996
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(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges.......................... 3.79 4.12 4.82 4.93 4.41 4.17
</TABLE>
3
<PAGE>
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 ("CIPSCO") is
currently the owner of all of the outstanding Common Stock of the Company.
CIPSCO and Union Electric Company ("Union Electric") entered into a Merger
Agreement dated August 11, 1995 (the "Merger Agreement"). As a result of a
series of mergers provided for in the Merger Agreement, the Company and Union
Electric will each become a subsidiary of a new registered holding company
under the Public Utility Holding Company Act of 1935 (the "Holding Company
Act"). The Merger Agreement was approved by shareholders of both parties in
December 1995. Consummation of the mergers and related transactions
contemplated by the Merger Agreement (the "Mergers") is conditioned on, among
other things, receipt of regulatory and governmental approvals, including
approval of the Illinois Commerce Commission, the Missouri Public Service
Commission, the Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission and the Commission under the Holding Company Act. The Company
cannot predict when all necessary approvals will be obtained, but it is
expected that the Mergers will be consummated by the end of 1997. As a
subsidiary of a registered holding company, the approval of the Commission
under the Holding Company Act will be required, subject to limited exceptions,
for the Company to (i) issue securities, (ii) acquire utility assets from a
third person, (iii) acquire the stock of another public utility, (iv) amend
its articles of incorporation, or (v) acquire stock, extend credit, pay
dividends, lend money or invest in any manner in any other businesses. In
addition, certain transactions between the Company and its affiliates would be
required to comply with applicable rules under the Holding Company Act.
Notwithstanding the Mergers, indebtedness of the Company outstanding at the
effectiveness of the Mergers (including any Offered Securities) would remain
outstanding as indebtedness of the Company. Additional information concerning
the Mergers, is included in the periodic and current reports filed by the
Company with the Commission and that are incorporated by reference herein.
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 Debt
Securities will be used (i) in connection with the payment at maturity or the
redemption, refunding, refinancing or purchase of certain outstanding long-
term debt, including without limitation, bank borrowings and first mortgage
bonds of the Company (the "Prior Debt") and (ii) for general corporate
purposes (including payment of short-term debt incurred to finance
construction expenditures, for payments associated with coal supply contract
modifications 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 Debt, if any, to be paid at maturity, redeemed,
refunded, refinanced or purchased will be described in the Prospectus
Supplement related thereto. Any Prior Debt consisting of first mortgage bonds
that is purchased will be purchased at a price not in excess of the then-
current redemption price applicable to such first mortgage bonds. In case of
the redemption, refunding or purchase of Prior Debt consisting of first
mortgage bonds, 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
4
<PAGE>
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 First Trust of Illinois, National Association (successor to Bank
of America Illinois), 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 Offered Securities: (1) the
designation or designations and the principal amount or amounts; (2) the date
or dates on which the principal shall be payable; (3) the rate or rates (or
method of calculation) at which the Offered 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
Securities may be redeemed at the option of the Company; and (5) the price or
prices at which, the period or periods within which and the terms and
conditions upon which the Offered Securities shall be redeemed pursuant to any
mandatory or optional 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 of each series 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 of a particular series and maturity
during the 10 days next preceding an interest payment date applicable to such
Debt Securities.
At September 30, 1996, the Company had outstanding $299,000,000 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 and/or against net expenditures
for bondable property, which aggregated not less than $1,171,500,000 on
September 30, 1996. See "Issuance of Additional Debt Securities" below. For
the five years and nine months ended September 30, 1996, gross additions to
the utility properties of the Company aggregated approximately $590,608,000.
Gross retirements for such period were approximately $99,166,000.
DEBT RETIREMENT
Except as expressly set forth in any Prospectus Supplement relating to the
Offered 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,
Series L, due May 1, 1997 (the "Series L Bonds"), the
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<PAGE>
Indenture provides that during each calendar year the Company will retire, or
pay the Trustee cash sufficient to redeem, 1% of the amount of the Series L
Bonds 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 Series L Bonds otherwise required to be
retired. Unapplied net expenditures for bondable property and unapplied excess
retirements of Series L Bonds made in prior years may be used to satisfy the
foregoing provisions for the Series L Bonds.
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 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
6
<PAGE>
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 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 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 Series L Bonds outstanding under the Indenture shall
have been retired or all the holders thereof shall have consented to said
amendment. Holders of all first mortgage bonds issued or to be issued
subsequent to 1973 (including the Debt Securities) will 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 the Series L Bonds 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
7
<PAGE>
with the consent of the holders of all the Series L Bonds. Holders of all
first mortgage bonds issued or to be issued subsequent to 1992 (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 September 30, 1996, the total 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 22.8% of such revenues and, exclusive of such earned surplus,
aggregated about 19.4% 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 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 May 15, 1992, the Indenture was amended,
effective upon the retirement or with the consent of the holders of all of the
Series L Bonds, to provide that the Indenture may be amended in any respect
with the consent of the holders of not less than 51%, 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 all first mortgage bonds issued
or to be issued subsequent to 1992 (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
8
<PAGE>
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.
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.
BOOK-ENTRY SYSTEM
The Debt 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 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 Debt Securities registered in their names, will not receive or be
entitled to receive physical delivery of any such Debt Securities and will not
be considered the owners of Debt Securities under the Indenture. 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 Debt 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 Debt 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 Debt
Securities. Further, in such event, an
9
<PAGE>
owner of a beneficial interest in a Global Security representing book-entry
Debt Securities may, on terms acceptable to the Company and the Depository for
such Global Security, receive such book-entry Debt Securities as Certificated
Securities. In any such instance, an owner of a beneficial interest in a
Global Security representing book-entry Debt Securities will be entitled to
physical delivery of individual Certificated Securities equal in principal
amount to 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.
The following is based solely on information furnished by DTC:
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 corporation"
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 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.
10
<PAGE>
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.
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, Debt 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, Debt Securities in
certificated form are required to be printed and delivered.
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 Debt 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,
11
<PAGE>
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 Offered
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.
LEGAL OPINIONS
The validity of the Debt 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 1995 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 of the Company, as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995
included in the 1995 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.
12
<PAGE>
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION 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 PROSPEC-
TUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL CREATE, UNDER ANY CIRCUM-
STANCES, ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
Selected Information....................................................... 3
The Company................................................................ 4
Use of Proceeds............................................................ 4
Description of Debt Securities............................................. 4
Book-Entry System.......................................................... 9
Plan of Distribution....................................................... 11
Legal Opinions............................................................. 12
Experts.................................................................... 12
</TABLE>
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$200,000,000
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
FIRST MORTGAGE BONDS
MEDIUM-TERM NOTES
(SERIES OF FIRST MORTGAGE BONDS)
PROSPECTUS
----------------
DATED , 199
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission, registration fee............. $ 51,516*
Illinois Commerce Commission Fee................................. 218,000*
Printing of Registration Statement, Prospectus, Bonds, Notes,
etc. ........................................................... 12,000
Fees of Trustee.................................................. 50,000
Fees of Rating Agencies.......................................... 83,500
Fees of Accountants.............................................. 8,500
Counsel fees..................................................... 50,000
Miscellaneous expenses, including traveling, telephone, copying,
shipping, recording, etc. ...................................... 6,484
--------
Total........................................................ $480,000
========
</TABLE>
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* Actual expenses; all other expenses are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.75 of the Illinois Business Corporation Act provides that the
registrant may, and in some cases must, indemnify each director and each
officer of the registrant against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her by reason of the fact that he or she is or was a
director or officer of the registrant, subject to certain conditions and
limitations.
The registrant's Bylaws provide, in general, for mandatory indemnification
of directors and officers by the registrant to the fullest extent permitted by
law. In addition, certain officers of the Company have entered into
Indemnification Agreements with the Company pursuant to which the Company is
obligated to provide certain indemnification to such officers.
Officers and directors of the registrant are covered by insurance policies
purchased by the registrant under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
1.01 Form of First Mortgage Bond Underwriting Agreement (Exhibit 1.01 in
File No. 33-59674). Incorporated by reference.
1.02 Form of Medium-Term Note Distribution Agreement (Exhibit 1.03 to Form
8-K dated June 9, 1995.) Incorporated by reference.
4.01 Indenture of Mortgage or Deed of Trust dated October 1, 1941 from the
Company to First Trust of Illinois, National Association (formerly
Bank of America Illinois) and an individual co-trustee, as Trustees.
(Exhibit 2.01 in File No. 2-60232.) 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, April 1, 1993 and June 1,
1995, between the Company and the Trustees under the Indenture of
Mortgage or Deed of Trust referred to above (Amended Exhibit 7(b) in
File No. 2-7341; Second Amended Exhibit 7.03 in File No. 2-7795;
Second Amended Exhibit 4.07 in File No. 2-9353; Amended Exhibit 4.05
in File No. 2-9802; Amended Exhibit 4.02 in File No. 2-10944; Amended
Exhibit 2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No. 2-
14656; Amended Exhibit 2.02 in File No. 2-21345; Amended Exhibit 2.02
in File No. 2-22326; Amended Exhibit 2.02 in File No. 2-23569; Amended
Exhibit 2.02 in File No. 2-26284; Amended Exhibit 2.02 in File No. 2-
36388; Amended Exhibit 2.02 in File No. 2-39587; Amended Exhibit 2.02
in File No. 2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit
2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No. 2-50146;
Amended Exhibit 2.02 in File No. 2-52886; Second Amended Exhibit 2.04
in File No. 2-57141; Amended Exhibit 2.04 in File No. 2-57557; Amended
Exhibit 2.06 in File No. 2-62564; Exhibit 2.02(a) in File No. 2-65914
and Exhibit 2.02(a) in File No. 2-66380; Amended Exhibit 4.02 in File
No. 33-3188; Exhibit 4.02 to Form 8-K dated May 15, 1992; Exhibit 4.02
to Form 8-K dated July 1, 1992; Exhibit 4.02 to Form 8-K dated
September 15, 1992; Exhibit 4.02 to Form 8-K dated March 30, 1993;
Exhibit 4.03 to Form 8-K dated June 5, 1995. Incorporated by
reference.
4.02 Form of proposed Supplemental Indenture providing for Bonds and
amending the Indenture in certain respects (Exhibit 4.02 to File No.
33-56063). Incorporated by reference.
4.03 Form of proposed Supplemental Indenture providing for Notes and
amending the Indenture in certain respects (Exhibit 4.03 to Form 8-K
dated June 1, 1995). Incorporated by reference.
5 Opinion of Jones, Day, Reavis & Pogue regarding legality.
12 Computation of Ratios (Exhibit 12 to Form 10-Q for the quarter ended
September 30, 1996). Incorporated by reference.
23.01 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
23.02 Consent of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd.
23.03 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
25 Form T-1 and Form T-2 statements of eligibility of trustees.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions referred
to in Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in that Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 (including the
reasonable belief that the security rating requirement of General Instruction
I.B.2. will be met by the time of sale of any Securities registered hereunder)
and has duly caused this registration statement or amendment thereto, as the
case may be, to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Springfield and State of Illinois.
Dated: December 20, 1996
Central Illinois Public Service
Company
/s/ C. L. Greenwalt
By: _________________________________
C.L. GREENWALT
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement or amendment thereto, as the case may be, has been
signed by the following persons in the capacities and on the date indicated.
Dated: December 20, 1996
SIGNATURE TITLE
/s/ C. L. Greenwalt President and Chief Executive
_____________________________________ Officer and Director (principal
C.L. GREENWALT executive officer)
/s/ W. A. Koertner Vice President Finance and Secretary
_____________________________________ (principal financial officer)
W.A. KOERTNER
/s/ F.J. Kinsinger Controller (principal accounting
_____________________________________ officer)
F.J. KINSINGER
* Director
_____________________________________
JOHN L. HEATH
* Director
_____________________________________
ROBERT W. JACKSON
* Director
_____________________________________
GORDON R. LOHMAN
II-4
<PAGE>
SIGNATURE TITLE
* Director
- -------------------------------------
RICHARD A. LUMPKIN
* Director
- -------------------------------------
HANNE M. MERRIMAN
* Director
- -------------------------------------
THOMAS L. SHADE
* Director
- -------------------------------------
JAMES W. WOGSLAND
* The undersigned by signing his name hereunto has hereby signed this
registration statement or amendment thereto, as the case may be, on behalf
of the above-named officers and/or directors on the date stated above,
pursuant to a power of attorney executed on behalf of each such officer
and/or director and filed as Exhibit 24 to this registration statement.
/s/ W. A. Koertner
- -------------------------------------
W.A. KOERTNER
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS PAGE
------- ------------------------ ----
<C> <S> <C>
1.01 Form of First Mortgage Bond Underwriting Agreement. (Exhibit
1.01 in File No. 33-59674) Incorporated by reference.
1.02 Form of Medium-Term Note Distribution Agreement. (Exhibit 1.03
to Form 8-K dated June 8, 1995.) Incorporated by reference.
3.01 Restated Articles of Incorporation of the Company (Exhibit 3(b)
to the Company's Form 10-Q for the quarter ended March 31,
1994, File No. 1-3672). Incorporated by reference.
4.01 Indenture of Mortgage or Deed of Trust dated October 1, 1941
from the Company to First Trust of Illinois, National
Association (formerly Bank of America Illinois) and an
individual co-trustee, as Trustees. (Exhibit 2.01 in File No.
2-60232.) 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, April 1, 1993, and June 1, 1995, between the Company and
the Trustees under the Indenture of Mortgage or Deed of Trust
referred to above (Amended Exhibit 7(b) in File No. 2-7341;
Second Amended Exhibit 7.03 in File No. 2-7795; Second Amended
Exhibit 4.07 in File No. 2-9353; Amended Exhibit 4.05 in File
No. 2-9802; Amended Exhibit 4.02 in File No. 2-10944; Amended
Exhibit 2.02 in File No. 2-13866; Amended Exhibit 2.02 in File
No. 2-14656; Amended Exhibit 2.02 in File No. 2-21345; Amended
Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in File
No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284; Amended
Exhibit 2.02 in File No. 2-36388; Amended Exhibit 2.02 in File
No. 2-39587; Amended Exhibit 2.02 in File No. 2-41468; Amended
Exhibit 2.02 in File No. 2-43912; Exhibit 2.03 in File No. 2-
60232; Amended Exhibit 2.02 in File No. 2-50146; Amended
Exhibit 2.02 in File No. 2-52886; Second Amended Exhibit 2.04
in File No. 2-57141; Amended Exhibit 2.04 in File No. 2-57557;
Amended Exhibit 2.06 in File No. 2-62564; Exhibit 2.02(a) in
File No. 2-65914 and Exhibit 2.02(a) in File No. 2-66380;
Amended Exhibit 4.02 in File No. 33-3188; Exhibit 4.02 to Form
8-K dated May 15, 1992; Exhibit 4.02 to Form 8-K dated July 1,
1992; Exhibit 4.02 to Form 8-K dated September 15, 1992;
Exhibit 4.02 to Form 8-K dated March 30, 1993; Exhibit 4.03 to
Form 8-K dated June 5, 1995. Incorporated by reference.
4.02 Form of proposed Supplemental Indenture providing for Bonds and
amending the Indenture in certain respects (Exhibit 4.02 to
File No. 33-56063). Incorporated by reference.
4.03 Form of proposed Supplemental Indenture providing for Notes and
amending the Indenture in certain respects (Exhibit 4.03 to
Form 8-K dated June 1, 1995). Incorporated by reference.
*5 Opinion of Jones, Day, Reavis & Pogue regarding legality.
12 Computation of Ratios (Exhibit 12 to Form 10-Q for the Quarter
ended September 30, 1996). Incorporated by reference.
23.01 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
*23.02 Consent of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd.
*23.03 Consent of Arthur Andersen LLP.
*24 Powers of Attorney.
*25 Form T-1 and Form T-2 statements of eligibility of trustees.
</TABLE>
- --------
* Filed herewith
<PAGE>
EXHIBIT 5
JONES, DAY, REAVIS & POGUE
77 WEST WACKER
CHICAGO, ILLINOIS 60601-1692
December 20, 1996
Central Illinois Public Service Company
607 East Adams Street
Springfield, Illinois 62739
Ladies and Gentlemen:
We have examined the Form S-3 Registration Statement, dated December 20,
1996 (the "Registration Statement"), of Central Illinois Public Service
Company (the "Company"), to which this opinion is an exhibit, for the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate amount of $200,000,000 of First Mortgage Bonds of one or more series
(the "Bonds") and Medium-Term Notes of one or more series (the "Notes," such
Bonds and Notes, collectively the "Debt Securities") to be issued pursuant to
the Indenture of Mortgage or Deed of Trust dated October 1, 1941, as
heretofore amended and supplemented (the "Indenture of Mortgage") and as to be
further amended and supplemented by one or more proposed Supplemental
Indentures (collectively, the "New Supplemental Indentures" and each a "New
Supplemental Indenture") to First Trust of Illinois, National Association
(successor to Bank of America Illinois) and an individual co-trustee, as
Trustees. Each New Supplemental Indenture will relate to a series of Debt
Securities and will set forth or provide for the maturity or maturities,
interest rate or rates, payment dates, redemption provisions, if any, and
certain other terms and conditions of such series of Debt Securities. The
Indenture of Mortgage and New Supplemental Indentures are herein referred to
as the "Indenture."
We have also examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. Based on the foregoing, and
subject to the qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Illinois.
2. The Indenture, other than the New Supplemental Indentures, constitutes
a valid and binding instrument of the Company.
3. Subject to the conditions set forth below, each New Supplemental
Indenture, the preliminary form of which is filed as an exhibit to the
Registration Statement, upon the appropriate completion thereof, will be a
valid and binding instrument of the Company and each series of Debt
Securities will be duly authorized, valid and binding obligations of the
Company and will be entitled to the benefits of the Indenture, except as
the United States Bankruptcy Code (the "Code") may affect the validity of
the lien of the Indenture with respect to proceeds, products, rents, issues
or profits of the property subject to the lien of the Indenture realized,
and additional property acquired, within 90 days prior to and subsequent to
the commencement of a case with respect to the Company under the Code,
except as enforcement of the provisions of the Indenture may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally, and except as enforcement of provisions of the
Indenture may be limited by the laws of Illinois affecting the remedies for
the enforcement of the security provided for in the Indenture.
The foregoing opinions are subject to the satisfaction of the following
conditions:
(a) the due adoption by the Board of Directors of the Company, or the
Executive Committee of such Board, of appropriate resolutions
authorizing the execution and delivery of each New Supplemental
Indenture and the execution, authentication, issuance and sale of each
series of Debt Securities;
<PAGE>
Central Illinois Public Service Company
December , 1996
Page 2
(b) the continued effectiveness of the order of the Illinois Commerce
Commission in Dockets No. 96-0409, authorizing, approving or permitting
the issuance and sale of the Debt Securities by the Company on terms
contemplated by the Registration Statement;
(c) the due execution and delivery of each New Supplemental Indenture
by the parties thereto, in substantially the form of the proposed New
Supplemental Indenture attached as Exhibit 4.02 or 4.03 to the
Registration Statement, and the filing thereof for record as required
by law; and
(d) the due execution of each series of Debt Securities by the
Company, and the authentication thereof by the Trustee, in accordance
with the terms of the Indenture; and the issuance and sale of each
series of Debt Securities by the Company against receipt by it of the
agreed consideration therefor and in accordance with such
authorizations of the Board of Directors, or the Executive Committee of
such Board, of the Company and with the order of the Illinois
Commission referred to above.
For purposes of this opinion, we express no opinion with respect to the
requirements of any state securities or "blue sky" laws. Furthermore, we
express no opinion as to the title of the Company to any property or as to the
priority or perfection of the liens or security interests created, or intended
or purported to be created, by the Indenture.
We have prepared or reviewed 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 Company's Annual Report
on Form 10-K, for the year ended December 31, 1995, which is incorporated by
reference in the Preliminary Prospectus dated December 20, 1996, which is a
part of the Registration Statement. We are of the opinion that all such
statements as to such matters are correct and we hereby consent to the use of
such statements in the Registration Statement and to the use of our name in
connection therewith.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus.
Very truly yours,
Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 23.02
SORLING, NORTHRUP, HANNA, CULLEN AND COCHRAN, LTD.
800 ILLINOIS BUILDING
SPRINGFIELD, ILLINOIS 62705
(217) 552-3173
Central Illinois Public Service Company
607 East Adams Street
Springfield, Illinois 62379
Ladies and Gentlemen:
We have prepared or reviewed the statements as to matter of law or legal
conclusions relating to Central Illinois Public Service Company's First
Mortgage Bonds expressed under "Description of Debt Securities--Security" in
the Prospectus which is part of the accompanying Registration Statement. We
are of the opinion that all such statements as to such matters are correct and
we hereby consent to the making of such statements and to the use of our name
in connection therewith.
Sorling, Northrup, Hanna, Cullen and
Cochran, Ltd.
/s/ C. Clark Germann
By: _________________________________
Springfield, Illinois
Date: December 19, 1996
<PAGE>
EXHIBIT 23.03
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1996,
included in Central Illinois Public Service Company's Form 10-K for the year
ended December 31, 1995, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
December 16, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ John L. Heath
-------------------------------------
JOHN L. HEATH
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ Robert W. Jackson
-------------------------------------
ROBERT W. JACKSON
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ Gordon R. Lohman
-------------------------------------
GORDON R. LOHMAN
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ Richard A. Lumpkin
-------------------------------------
RICHARD A. LUMPKIN
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ Hanne M. Merriman
-------------------------------------
HANNE M. MERRIMAN
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ Thomas L. Shade
-------------------------------------
THOMAS L. SHADE
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Central Illinois Public Service Company,
does hereby constitute and appoint C. L. Greenwalt and W. A. Koertner, and
each of them, his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned, in such capacity, any Registration
Statement, or amendment (including post-effective amendments) thereto,
relating to the registration thereunder of not to exceed $200,000,000, in any
combination of Central Illinois Public Service Company Medium-Term Notes, in
one or more series, or First Mortgage Bonds, in one or more series, to be
filed under the Securities Act of 1933, as amended; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or either of them, may do or cause to be done by virtue
of this Power of Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of December,
1996.
/s/ James W. Wogsland
-------------------------------------
JAMES W. WOGSLAND
Subscribed and sworn to
before me this 3rd day
of December, 1996.
/s/ Janet K. Cooper
- -------------------------------------
NOTARY PUBLIC
My commission expires:
March 27, 1999
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(b)(2)
----------------
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
36-4046888
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
400 NORTH MICHIGAN AVENUE, 60611
CHICAGO, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
JOHN W. PORTER
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
400 N. MICHIGAN AVENUE, FLOOR 2S
CHICAGO, ILLINOIS 60611
TELEPHONE (312) 836-6736
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
ILLINOIS 37-0211380
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
607 East Adams Street 62739
Springfield, Illinois (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
FIRST MORTGAGE BONDS
(TITLE OF INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
THE TRUSTEE:
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
<S> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
1
<PAGE>
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE
OFFICER OF THE OBLIGOR.
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER
THE
SECURITIES
ARE VOTING
OR AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
TITLE OF NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
-------- ---------- ---------------------------- ---------------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
2
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
3
<PAGE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF DECEMBER 5, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ---------------------- ------------------ --------
<S> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture. The trustee is not a trustee under another
indenture under which securities are outstanding.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEES, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the Articles of Association of First Trust of Illinois,
National Association as now in effect, incorporated herein by reference to
Exhibit 1 to T-1; Registration No. 33-64175.
2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-
64175.
3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1; Registration
No. 33-64175.
4. A copy of the existing By-Laws of First Trust of Illinois, National
Association as now in effect, incorporated herein by reference to Exhibit 4
to T-1; Registration No. 33-64175.
4
<PAGE>
5. Not applicable by virtue of response to Item 13.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to
T-1; Registration No. 33-64175.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.
8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF
CHICAGO, AND STATE OF ILLINOIS, AS OF THE 5TH DAY OF DECEMBER, 1996.
First Trust of Illinois, National
Association
/s/ John W. Porter
By __________________________________
John W. Porter
Vice President and Secretary
5
<PAGE>
EXHIBIT 7
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
RCON
1. Cash and balances due from depository institutions (from Schedule RC-A): ----
a. Noninterest-bearing balances and currency and coin (1)____________________________0081. . 75,779 1.a
b. Interest-bearing balances (2)_____________________________________________________0071. . 0 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-8, column A)________________________1756. . 0 2.a
b. Available-for-sale securities (from Schedule RC-8, column D)______________________1773. . 3,231 2.b
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold________________________________________________________________0276. . 0 3.a
b. Securities purchased under agreements to resell___________________________________0277. . 0 3.b
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income ----
(from Schedule RC-C)___________________________2122 . . 0 . . . . . . 4.a
b. LESS: Allowance for loan and lease losses______3123 . . 0 . . . . . . 4.b
c. LESS: Allocated transfer risk reserve__________3128 . . 0 . . . . . . 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)_______________________________2125. . 0 4.d
5. Trading assets_______________________________________________________________________3545. . 0 5.
6. Premises and fixed assets (including capitalized leases)_____________________________2145. . 122 6.
7. Other real estate owned (from Schedule RC-M)_________________________________________2150. . 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)_______________________________________________________________________2130. . 0 8.
9. Customers' liability to this bank on acceptances outstanding_________________________2155. . 0 9.
10. Intangible assets (from Schedule RC-M)_______________________________________________2143. . 26,407 10.
11. Other assets (from Schedule RC-F)____________________________________________________2160. . 2,692 11.
12. Total assets (sum of items 1 through 11)_____________________________________________2170. . 108,221 12.
</TABLE>
- ---------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
First Trust of Illinois, N.A. Call Date: 09/30/96 ST-BK: 17-1638 FFIEC 033
400 North Michigan Avenue Page RC-2
Chicago, IL 60611 Vendor ID: D CERT: 34094
10
Transit Number: 09600069
Schedule RC - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
RCON
----
a. In domestic offices (sum of total of columns A and C
from Schedule RC-E) ................................................................. 2200 0 13.a
RCON
----
(1) Noninterest-bearing(1)...........................6631.. 0 13.a.1
(2) Interest-bearing ................................6636.. 0 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs .......................
(1) Noninterest-bearing ............................................................
(2) Interest-bearing ...............................................................
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased ............................................................. 0278 0 14.a
b. Securities sold under agreements to repurchase ...................................... 0279 0 14.b
15. a. Demand notes issued to the U.S. Treasury ............................................ 2840 0 15.a
b. Trading liabilities ................................................................. 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less ....................................... 2332 0 16.a
b. With a remaining maturity of more than one year ..................................... 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized leases .......................... 2910 0 17.
18. Bank's liability on acceptances executed and outstanding ................................ 2920 0 18.
19. Subordinated notes and debentures ....................................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G) .................................................. 2930 1,730 20.
21. Total liabilities (sum of items 13 through 20) .......................................... 2948 1,730 21.
22. Limited-life preferred stock and related surplus ........................................ 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ........................................... 3838 0 23.
24. Common stock ............................................................................ 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock) ................................ 3839 106,712 25.
26. a. Undivided profits and capital reserves .............................................. 3632 (1,221) 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities .............. 8434 0 26.b
27. Cumulative foreign currency translation adjustments .....................................
28. Total equity capital (sum of items 23 through 27) ....................................... 3210 106,491 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22, and 28) ................................................................... 3300 108,221 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most comprehensive
level of auditing work performed for the bank by
independent external auditors as of any date during 1995 ................................ 6724 N/A M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Director's examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-2
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)
----------------
F. SGARAGLINO ###-##-####
(NAME OF TRUSTEE) (SOCIAL SECURITY NUMBER)
400 NORTH MICHIGAN AVENUE 60611
CHICAGO, ILLINOIS (ZIP CODE)
(BUSINESS ADDRESS)
----------------
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
ILLINOIS 37-0211380
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
607 EAST ADAMS STREET 62739
SPRINGFIELD, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
FIRST MORTGAGE BONDS
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 2. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, file a copy of each such indenture
as an exhibit and furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Not applicable by virtue of response to Item 9.
(b) A brief statement of the facts relied upon by the trustee as a basis for
the claim that no conflicting interest within the meaning of section 310(b)(1)
of the Act arises as a result of the trusteeship under such other indenture,
including a statement as to how the indenture securities will rank as compared
with the securities issued under such other indenture.
Not applicable by virtue of response to Item 9.
ITEM 3. CERTAIN RELATIONSHIPS BETWEEN THE TRUSTEE AND THE OBLIGOR OR AN
UNDERWRITER.
If the trustee is a director, officer, partner, employee, appointee or
representative of the obligor or of any underwriter for the obligor, state the
nature of each such connection.
Not applicable by virtue of response to Item 9.
ITEM 4. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the obligor owned
beneficially by the trustee or held by the trustee as collateral security for
obligations in default:
AS OF DECEMBER 13, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER THE
SECURITIES
ARE VOTING AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
OR NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
- -------------- ------------ ---------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 5. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee:
AS OF DECEMBER 13, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
AMOUNT OWNED BENEFICIALLY OR REPRESENTED BY
NAME OF ISSUER AND HELD AS COLLATERAL SECURITY AMOUNT GIVEN
TITLE OF CLASS AMOUNT OUTSTANDING FOR OBLIGATIONS IN DEFAULT IN COL. C
------------------ ------------------ ---------------------------- -----------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item. 9
</TABLE>
1
<PAGE>
ITEM 6. HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR
PRINCIPAL HOLDERS OF VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the
obligor or (2) is an affiliate, other than a subsidiary, of the obligor,
furnish the following information as to the voting securities of such person:
AS OF DECEMBER 13, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS AMOUNT OUTSTANDING FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
------------------ ------------------ ---------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 7. HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50
PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such
person any of which are so owned or held by the trustee:
AS OF DECEMBER 13, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS AMOUNT OUTSTANDING FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
------------------ ------------------ ---------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 8. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information.
AS OF DECEMBER 13, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
---------------------- ------------------ --------
<S> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 9. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been any default with respect to the
securities under this indenture. Explain the nature of any such default.
There is not nor has there been any default with respect to the
securities under this indenture.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities, state whether there has been a default under
any such indenture or series, identify the indenture or series affected, and
explain the nature of any such default.
The trustee is not a trustee under any other indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding. There is not nor has there been
any default with respect to the securities under this indenture.
2
<PAGE>
ITEM 10. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable by virtue of response to Item 9.
ITEM 11. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
None.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, I, F.
SGARAGLINO, HAVE SIGNED THIS STATEMENT OF ELIGIBILITY IN THE CITY OF CHICAGO,
AND STATE OF ILLINOIS, AS OF THE 13TH DAY OF DECEMBER, 1996.
By /s/ F. Sgaraglino
----------------------------------
F. Sgaraglino
3
