SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996 or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
REQUIRED)
For the transition period from
to
Commission
File Number
-----------
Central Illinois Public Service Company 1-3672
CIPSCO Incorporated 1-10628
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN,
EMPLOYEE LONG-TERM SAVINGS PLAN-IUOE NO. 148 AND
EMPLOYEE LONG-TERM SAVINGS PLAN-IBEW No. 702
(the "Plans")
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(the "Company")
CIPSCO INCORPORATED
("CIPSCO")
607 East Adams Street
Springfield, Illinois 62739
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
TABLE OF CONTENTS
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Comparative Financial Statements
Allocation of Changes in Net Assets Available for Benefits
Supplemental Schedules
Signature
Exhibit 23 - Consent of Independent Public Accountants
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Central Illinois Public
Service Company:
We have audited the accompanying statements of net assets available for
benefits of the CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM
SAVINGS TRUST (which includes the Central Illinois Public Service Company
Employee Long-Term Savings Plan, the Central Illinois Public Service Company
Employee Long-Term Savings Plan - IUOE No. 148 and the Central Illinois
Public Service Company Employee Long-Term Savings Plan - IBEW No. 702) as of
December 31, 1996 and 1995, and the related statements of changes in net
assets available for benefits for each of the three years in the period
ended December 31, 1996. These financial statements and the schedules
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Central Illinois Public Service Company Master Long-Term Savings Trust as
of December 31, 1996 and 1995, and the changes in net assets available for
benefits for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of allocation of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits of each fund and is not a required part of the basic financial
statements. The supplemental schedule of assets held for investment
purposes and schedule of reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The schedule of
allocation of changes in net assets available for benefits and the
supplemental schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 26, 1997
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
1996 1995
____ ____
Investments, at fair value (Notes 1 and 2):
CIPSCO Common Stock Fund $ 30,963,433 $ 31,056,955
Bond Index Fund 4,927,964 4,803,198
Money Market Fund 8,503,004 7,908,976
Growth Equity Fund 20,277,105 15,145,599
Standard & Poor's (S&P) 500 Equity
Index Fund 19,060,774 15,164,851
Merrill Lynch Retirement Preservation
Trust 1,025,971 531,927
AIM Value Fund 1,918,090 1,062,154
Merrill Lynch Global Allocation Fund 685,570 221,586
Merrill Lynch Capital Fund 756,128 268,093
Participant Loan Fund 4,481,362 3,268,849
___________ ___________
Total investments 92,599,401 79,432,188
Cash (1,087) 623,637
Receivables:
Pending Settlement 21 20,613
Payroll withholdings (Note 2) 120,633 326,716
Interest and Dividends 13,234 5,417
___________ ___________
Total assets 92,732,202 80,408,571
Liabilities - -
___________ ___________
Net assets available for benefits $ 92,732,202 $ 80,408,571
=========== ===========
The accompanying notes to comparative financial statements are an integral
part of these statements.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 7,865,514 $ 7,869,878 $ 7,466,491
Investment income 2,748,912 3,692,908 2,475,524
Realized gains (losses)
on sales of investments
(Note 2) 1,479,136 453,074 (642,631)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 4,238,950 15,421,001 (2,549,497)
___________ ___________ ___________
16,332,512 27,436,861 6,749,887
Deductions:
Distributions (Note 1) 3,985,241 4,556,808 1,078,936
Expenses 23,640 11,224 -
___________ ___________ ___________
Net increase 12,323,631 22,868,829 5,670,951
Net assets available for benefits
Beginning of period 80,408,571 57,539,742 51,868,791
___________ ___________ ___________
End of period $ 92,732,202 $ 80,408,571 $ 57,539,742
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of these statements.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
NOTES TO COMPARATIVE FINANCIAL STATEMENTS
(1) Summary of Plans' Provisions
____________________________
- Description of Plans
The Central Illinois Public Service Company Master Long-Term
Savings Trust (the "Master Trust") as amended and effective on
April 1, 1995, was adopted as the trust to serve as the funding
medium for the Central Illinois Public Service Company Employee
Long-Term Savings Plan (the "Wage and Salary Plan"), the Central
Illinois Public Service Company Employee Long-Term Savings Plan -
IUOE No. 148 (the "IUOE Plan") and the Central Illinois Public
Service Company Employee Long-Term Savings Plan - IBEW No. 702
(the "IBEW Plan") (collectively, the "Plans"). The Plans, defined
contribution plans subject to the Employee Retirement Income
Security Act of 1974 (ERISA), were adopted to provide a systematic
means by which eligible employees of Central Illinois Public
Service Company (an Illinois corporation and a subsidiary of
CIPSCO Incorporated) (CIPS or the "Company") and affiliated
employers adopting a Plan (collectively, the "Employers") can
participate in a regular savings program and secure federal income
tax benefits resulting from participation in the Plans.
Participants should refer to the appropriate Plan documents,
prospectuses or information statements for a description of the
Plan's provisions.
- Plan Administration
A committee (the "Committee"), consisting of at least three
persons appointed by the Company administers each of the Plans. The
Committee has the power to adopt rules and regulations as deemed
necessary or advisable to carry out the applicable Plan in
accordance with its terms. No member of the Committee who is an
employee of the Company may receive any remuneration for services
performed as a member of the Committee. Merrill Lynch Trust
Company of America (the "Trustee") serves as Trustee under terms
of the Master Trust.
In general, expenses to administer the Plans, including fees
and expenses of the Trustee, are paid by the Company, except as
provided for in the Plans. All transaction fees of an investment
fund are paid from the assets of that investment fund.
- Investment Funds
The Plans provide for the following investment funds (the
"Funds"):
The CIPSCO Common Stock Fund invests in shares of CIPSCO
Incorporated common stock which the Trustee purchases in the open
market from time to time.
The Bond Index Fund invests in the Barclays Global Investors
Government/Corporate Bond Index Fund (formerly known as the Wells
Fargo Government/Corporate Bond Index), which is a stratified
sample of bonds comprising the Lehman Brothers Government/Corporate
Bond Index (the "Bond Index"). The Bond Index is comprised
primarily of U.S. Government, U.S. Agency and corporate bonds.
The Standard & Poor's (S&P) 500 Equity Index Fund invested in the
Wells Fargo Bank Equity Index Fund prior to April 3, 1995. From
and after April 3, 1995 the S&P 500 Equity Index Fund has been
invested in the Merrill Lynch Equity Index Trust, a collective
trust fund maintained by Merrill Lynch Trust Company . The
investment objectives of the Merrill Lynch Equity Index Trust are
to approximate the total return of the S&P 500 Composite Stock
Index (the "Equity Index"). The investment strategy has two
components. Ordinarily, over 90% of the assets are held as a
traditional "full replication" Equity Index portfolio comprised of
all, or nearly all, 500 stocks in weightings closely aligned with
those of the Equity Index. The balance of the assets are held in
a liquidity pool of cash equivalents (hedged by ownership of S&P
500 Index Futures) that provide a return very close to the Equity
Index, while allowing low-cost, efficient accommodation of cash
flows in and out of the Merrill Lynch Equity Index Trust.
The Money Market Fund invests in the Barclays Global Investors
Money Market Fund for Employee Benefit Trusts (formerly known as
the Wells Fargo Money Market Fund), which provides for investment
and reinvestment in a variety of money market instruments, including
but not limited to U.S. Government and agency securities, bank
obligations such as certificates of deposit, banker's acceptances
and fixed-time deposits, short-term commercial debt instruments
such as commercial paper, unsecured loan participations or variable
rate demand notes and repurchase agreements. Prior to April 3,
1995, the Money Market Fund invested in Boston Safe Deposit and
Trust Company's Daily Income Fund.
The Growth Equity Fund invests in a separately managed portfolio
consisting primarily of equity securities, or securities
convertible into common stocks. A portion of the portfolio may
be invested in cash equivalents. The portfolio is managed by
Merrill Lynch Asset Management. Prior to April 3, 1995,
Investment Advisors, Inc. managed this Fund.
The Merrill Lynch Retirement Preservation Trust invests primarily
in U.S. government and agency securities, guaranteed investment
contracts issued generally by insurance carriers and banks and
high-quality money market instruments. This Fund is a collective
trust fund maintained by Merrill Lynch Trust Company.
AIM Value Fund - Class A Shares - invests primarily in equity
securities that are judged by the manager to be undervalued. The
AIM Value Fund invests primarily in common stocks, convertible
bonds and convertible preferred stocks, but also may invest in
preferred stocks and other debt securities.
The Merrill Lynch Global Allocation Fund - Class A Shares - varies
the mix of investments in United States and foreign equity, debt
and money market securities based upon the manager's evaluation of
changing market and economic trends.
The Merrill Lynch Capital Fund has a fully managed investment policy
utilizing equity, debt and convertible securities. Consistent with
policy, the Capital Fund's portfolio may, at any given time, be
invested substantially in equity securities (stocks), corporate
bonds, or money market securities. It is the expectation of the
investment manager that, over longer periods, a major portion of
the Capital Fund's portfolio will consist of equity securities of
larger-market capitalization companies.
The Participant Loan Fund consists of amounts loaned to
participants as provided for in the Plans.
- Employee Eligibility
An employee of the Employers receiving regular salary or wages
who has both completed one year of service (defined as a
consecutive twelve-month period beginning with his/her employment
commencement date or anniversary thereof during which he/she has
completed at least 1,000 hours of service) and has attained the
age of 21 is eligible to become a Participant. Eligible
employees who are part of the Local 148 or Local 702 bargaining
units may participate in the IUOE Plan or IBEW Plan,
respectively, and all other eligible employees may participate in
the Wage and Salary Plan.
As of December 31, 1996, there were 2,031 active participants, 95
retired or separated participants and six deceased participants
whose beneficiaries are eligible to receive benefits. As of
December 31, 1995 and 1994 there were 2,084 and 2,620 active
participants and 94 and 38 retired or separated participants,
respectively. Also, at December 31, 1995 there was one deceased
employee whose beneficiaries were eligible to receive benefits.
- Plan Contributions
The Plans permit a Participant to make contributions to the
applicable Plan through payroll reductions from 1% up to 15% of
the Participant's compensation (as defined) from the Employers. In
order to insure compliance with applicable nondiscrimination
requirements of the Internal Revenue Code, the Committee, in
accordance with the Plans, has limited highly compensated
Participant reductions to 10%. The Tax Reform Act of 1986 limited
the maximum annual amount that may be contributed by a Participant
to $9,500 in 1996 and $9,240 in 1995 and 1994. The Employers
transfer to the Master Trust the amount designated by the
Participant where it is placed in a Participant's Account no less
frequently than semi-monthly. As of December 31, 1996, the Plans
had no provisions for matching funds from the Employers. (However,
the IBEW Plan has been amended to provide for Employer matching
contributions with respect to Participant contributions made for
payroll periods with a pay date occurring on or after July 1,
1997.) Contributions are invested in accordance with the
Participant's directions in one or more of the Funds. Employees
may make "qualifying rollover contributions" of amounts received
as a distribution from a prior employer's plan.
The amounts in a Participant's Account are fully vested at all
times.
By contacting the Trustee by means of the Telephone Response
System a Participant may suspend contributions to a Plan, change
the percentage of payroll reductions, or change investment
elections among the Funds for amounts already contributed to or
on deposit in the Participant's Account and/or for future
contributions.
- Plan Withdrawals/Loans
No withdrawals from a Participant's Account are permitted while
the Participant continues to be employed by the Employers except
that, upon compliance with the provisions of the Plan, one
withdrawal may be made each year in limited cases of financial
hardship. In addition, Participants may make withdrawals of their
rollover contributions and earnings thereon.
Upon application of a Participant and payment of a loan
application fee, the Committee may, in compliance with the Plans,
direct the Trustee to make a loan to the Participant from the
Participant's Account upon such terms as the Committee shall
specify. Participants' loans are maintained in the Participant
Loan Fund. As of December 31, 1996 (1995 and 1994), 804 (498
and 372) participants had loans outstanding.
- Participant Distributions
Upon termination of employment for any reason, a Participant will
be entitled to receive the balance in the Participant's Account
less the unpaid amount of any outstanding loan (including accrued
interest). Generally, distributions will be made in a lump sum;
however, in certain circumstances a Participant may also elect to
receive his/her distribution in installments. Certain distributions
may be deferred until a Participant reaches age 70 1/2, dies, or
requests an earlier distribution (whichever occurs first).
Amounts that have been requested for withdrawal by a
Participant, but have not yet been distributed by a Plan, are
included in net assets available for benefits. Amounts requested
for withdrawal by Participants, but not yet distributed by a Plan
as of December 31, 1996 and 1995 are $21,555 and $179,746,
respectively.
- Plan Termination
The Company has a right to terminate the Plans at any time
subject to the provisions of ERISA. Upon termination, the
Trustee will distribute assets remaining in the Trust Fund with
the exception that, except in certain specified situations, no
distributions shall be made until a Participant attains age 59 1/2.
- Plan Revisions
Effective April 1, 1995, Merrill Lynch Trust Company of America
became Trustee and Merrill Lynch, Pierce, Fenner and Smith
Incorporated became recordkeeper for the Plans. The investment
managers for the S&P 500 Equity Index Fund, Money Market Fund and
Growth Equity Fund were changed. Also, effective July 1, 1995,
four new investment options were added to the five funds already
then in place.
(2) Summary of Significant Accounting Policies
__________________________________________
The financial statements of the Master Trust are prepared on the
accrual basis of accounting.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Payroll withholdings represent accrued contributions and employee loan
repayments that are owed to the Plans as of December 31.
All investments are presented at fair value as of December 31, 1996 and
1995. The fair value of the CIPSCO Common Stock Fund was determined
using year-end published market prices. Investments in equity
securities and bonds are valued at net asset market value including
accrued income on the last business day of each year. Investments in
the Money Market Fund and Merrill Lynch Retirement Preservation Trust
are valued at cost plus accrued income.
Realized gains (losses) result from actual sales of investments in
excess of (or below) the value of the assets at the beginning of the
plan year or at the time of purchase during the year. The change in
unrealized appreciation (depreciation) on investments represents the
difference between market value of assets held on the last business day
of each year and the value at the beginning of the plan year or at
time of purchase during the year.
(3) Tax Status of the Plans
_______________________
The Plans are intended to qualify as deferred compensation plans under
sections 401(a) and 401(k) of the Internal Revenue Code of 1986.
Qualification of the Plans means that a Participant will not be
subject to federal income taxes on amounts contributed to the
Participant's Account, or the earnings or appreciation thereon, until
such amounts either are withdrawn by the Participant or are
distributed to the Participant or a beneficiary in the event of the
Participant's death. Payroll reduction contributions to a
Participant's Account reduce the gross income of the Participant for
federal income tax purposes to the extent of the contributions. The
Company received favorable determination letters from the Internal
Revenue Service dated February 5, 1996 concerning the qualification of
the Plans (Executive and Wage and Salary Plan, the IBEW Plan and the
IUOE Plan) under federal income tax regulations. In addition, the
Company also received a favorable determination letter from the
Internal Revenue Service dated December 8, 1986 concerning
qualification of the Master Long-Term Savings Trust under federal
income tax regulations. Management believes that the Plans are
currently designed and are being operated in compliance with
requirements of the Internal Revenue Code and that the trust is tax
exempt as of the financial statement date.
Discussions of the federal income tax consequences of the Plans,
including consequences on distributions of a Participant's Account,
are contained in the Company's Employee Long-Term Savings Plan Summary
Plan Description and Information Statement (dated June 27, 1995).
(4) Investments
___________
The following table presents investments. Investments that represent
five percent or more of the Plans' net assets available for benefits
at year end are identified separately.
December 31,
1996 1995
____ ____
Investments at Fair Value as
Determined by Quoted Market Price
CIPSCO Common Stock $ 30,963,433 $ 31,056,955
Common/Collective Trusts:
S&P 500 Equity Index Fund 19,060,774 15,164,851
Bond Index Fund 4,927,964 4,803,198
Money Market Fund 8,503,004 7,908,976
Growth Equity Fund 20,277,105 15,145,599
Merrill Lynch Retirement
Preservation Trust 1,025,971 531,927
___________ ___________
Total Common/Collective Trusts 53,794,818 43,554,551
___________ ___________
Mutual Funds:
AIM Value Fund 1,918,090 1,062,154
M. L. Global Allocation Fund - Class A 685,570 221,586
M. L. Capital Fund - Class A 756,128 268,093
___________ ___________
Total Mutual Funds 3,359,788 1,551,833
___________ ___________
CIPS 401(k) Loans to
Various Participants 4,481,362 3,268,849
___________ ___________
Total Investments $ 92,599,401 $ 79,432,188
=========== ===========
(5) Supplemental Schedules
______________________
The supplemental "Schedule of Assets Held for Investment Purposes" and
"Schedule of Reportable Transactions" are presented for purposes of
complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The "Schedule of Assets Held for Investment Purposes" is a
detailed listing of investments held at year-end and the "Schedule of
Reportable Transactions" discloses any transaction or series of
transactions in excess of five percent of the current value of plan assets
at the beginning of the year.
(6) Merger Agreement
________________
On August 11, 1995, CIPSCO Incorporated (CIPSCO) entered into an Agreement
and Plan of Merger with Union Electric Company (UE), and Ameren Corporation
(Ameren), a newly-formed jointly-owned entity, pursuant to which among other
things, CIPSCO will be merged with Ameren. Pursuant to the merger agreement,
CIPS, UE and CIPSCO Investment Company will be wholly-owned subsidiaries of
Ameren.
(1 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
CIPSCO Common Stock Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 2,809,240 $ 2,726,890 $ 2,522,171
Loans to participants (1,070,229) (837,713) (207,388)
Investment income 1,805,882 1,547,456 1,213,334
Realized gains (losses)
on sales of investments
(Note 2) 673,400 (178,752) 212,438
Change in unrealized
appreciation (depreciation)
on investments (Note 2) (3,343,333) 9,031,388 (2,332,909)
Net transfers between funds (583,399) 1,433,504 379,590
___________ ___________ ___________
291,561 13,722,773 1,787,236
___________ ___________ ___________
Deductions:
Loan repayments from
participants (489,577) (330,623) (240,033)
Distributions (Note 1) 942,287 1,275,824 556,772
Expenses 6,708 4,593 -
___________ ___________ ___________
459,418 949,794 316,739
___________ ___________ ___________
Net increase (decrease) (167,857) 12,772,979 1,470,497
Net assets available for benefits
Beginning of period 31,203,987 18,431,008 16,960,511
___________ ___________ ___________
End of period $ 31,036,130 $ 31,203,987 $ 18,431,008
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(2 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Bond Index Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 521,884 $ 595,454 $ 694,379
Loans to participants (111,283) (103,329) (82,673)
Investment income 17,355 94,550 323,904
Realized gains (losses)
on sales of investments
(Note 2) 70,434 (76,885) (28,407)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 63,663 823,976 (461,910)
Net transfers between funds (300,673) (923,768) (228,331)
___________ ___________ ___________
261,380 409,998 216,962
___________ ___________ ___________
Deductions:
Loan repayments from
participants (63,481) (54,813) (67,916)
Distributions (Note 1) 213,997 281,384 39,009
Expenses 704 678 -
___________ ___________ ___________
151,220 227,249 (28,907)
___________ ___________ ___________
Net increase (decrease) 110,160 182,749 245,869
Net assets available for benefits
Beginning of period 4,824,902 4,642,153 4,396,284
___________ ___________ ___________
End of period $ 4,935,062 $ 4,824,902 $ 4,642,153
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(3 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
S&P 500 Equity Index Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 1,585,374 $ 1,620,130 $ 1,589,052
Loans to participants (528,171) (396,762) (198,759)
Investment income 59,412 236,872 303,470
Realized gains (losses)
on sales of investments
(Note 2) 380,076 4,231,156 (2,742)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 3,166,166 (272,250) (149,825)
Net transfers between funds (404,532) (667,635) (129,422)
___________ ___________ ___________
4,258,325 4,751,511 1,411,774
___________ ___________ ___________
Deductions:
Loan repayments from
participants (265,044) (185,132) (171,154)
Distributions (Note 1) 665,560 870,268 146,872
Expenses 3,330 2,258 -
___________ ___________ ___________
403,846 687,394 (24,282)
___________ ___________ ___________
Net increase (decrease) 3,854,479 4,064,117 1,436,056
Net assets available for benefits
Beginning of period 15,231,039 11,166,922 9,730,866
___________ ___________ ___________
End of period $ 19,085,518 $ 15,231,039 $ 11,166,922
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(4 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Money Market Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 651,295 $ 884,534 $ 671,714
Loans to participants (291,787) (285,867) (218,359)
Investment income 479,684 676,833 286,755
Net transfers between funds 368,301 250,040 445,083
___________ ___________ ___________
1,207,493 1,525,540 1,185,193
___________ ___________ ___________
Deductions:
Loan repayments from
participants (158,045) (139,505) (126,379)
Distributions (Note 1) 782,749 1,591,543 169,161
Expenses 9,046 1,301 -
___________ ___________ ___________
633,750 1,453,339 42,782
___________ ___________ ___________
Net increase (decrease) 573,743 72,201 1,142,411
Net assets available for benefits
Beginning of period 7,939,806 7,867,605 6,725,194
___________ ___________ ___________
End of period $ 8,513,549 $ 7,939,806 $ 7,867,605
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(5 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Growth Equity Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 1,649,874 $ 1,894,932 $ 1,989,175
Loans to participants (539,966) (503,561) (227,974)
Investment income 73,232 979,543 194,588
Realized gains (losses) on
sales of investments (Note 2) 340,891 (3,523,982) (823,920)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 4,192,889 5,893,790 395,147
Net transfers between funds (408,484) (2,228,247) (466,920)
___________ ___________ ___________
5,308,436 2,512,475 1,060,096
___________ ___________ ___________
Deductions:
Loan repayments from
participants (330,716) (284,955) (198,374)
Distributions (Note 1) 550,601 910,032 159,949
Expenses 3,085 2,338 -
___________ ___________ ___________
222,970 627,415 (38,425)
___________ ___________ ___________
Net increase (decrease) 5,085,466 1,885,060 1,098,521
Net assets available for benefits
Beginning of period 15,217,772 13,332,712 12,234,191
___________ ___________ ___________
End of period $ 20,303,238 $ 15,217,772 $ 13,332,712
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(6 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Merrill Lynch Retirement Preservation Trust
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 47,548 $ 15,860 $ -
Loans to participants (25,245) (33) -
Investment income 40,630 13,084 -
Net transfers between funds 488,971 638,620 -
___________ ___________ ___________
551,904 667,531 -
___________ ___________ ___________
Deductions:
Loan repayments from
participants (5,392) (888) -
Distributions (Note 1) 64,251 134,890 -
Expenses 78 1 -
___________ ___________ ___________
58,937 134,003 -
___________ ___________ ___________
Net increase (decrease) 492,967 533,528 -
Net assets available for benefits
Beginning of period 533,528 - -
___________ ___________ ___________
End of period $ 1,026,495 $ 533,528 $ -
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(7 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
AIM Value Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 343,612 $ 90,158 $ -
Loans to participants (80,956) (5,105) -
Investment income 103,771 62,615 -
Realized gains (losses) on
sales of investments (Note 2) 11,210 1,096 -
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 143,872 (48,660) -
Net transfers between funds 314,599 1,006,386 -
___________ ___________ ___________
836,108 1,106,490 -
___________ ___________ ___________
Deductions:
Loan repayments from
participants (53,121) (8,404) -
Distributions (Note 1) 40,225 41,465 -
Expenses 319 51 -
___________ ___________ ___________
(12,577) 33,112 -
___________ ___________ ___________
Net increase (decrease) 848,685 1,073,378 -
Net assets available for benefits
Beginning of period 1,073,378 - -
___________ ___________ ___________
End of period $ 1,922,063 $ 1,073,378 $ -
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(8 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Merrill Lynch Global Allocation Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 138,373 $ 20,636 $ -
Loans to participants (11,405) (34) -
Investment income 66,419 19,575 -
Realized gains (losses)on
sales of investments (Note 2) 3,832 197 -
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 9,727 (3,327) -
Net transfers between funds 258,799 240,956 -
___________ ___________ ___________
465,745 278,003 -
___________ ___________ ___________
Deductions:
Loan repayments from
participants (12,252) (1,535) -
Distributions (Note 1) 15,108 55,172 -
Expenses 45 1 -
___________ ___________ ___________
2,901 53,638 -
___________ ___________ ___________
Net increase (decrease) 462,844 224,365 -
Net assets available for benefits
Beginning of period 224,365 - -
___________ ___________ ___________
End of period $ 687,209 $ 224,365 $ -
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(9 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Merrill Lynch Capital Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 118,314 $ 21,284 $ -
Loans to participants (28,345) (144) -
Investment income 70,324 22,012 -
Realized gains (losses)on
sales of investments (Note 2) (707) 244 -
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 5,966 (3,916) -
Net transfers between funds 310,049 229,531 -
___________ ___________ ___________
475,601 269,011 -
___________ ___________ ___________
Deductions:
Loan repayments from
participants (16,356) (1,989) -
Distributions (Note 1) 5,341 - -
Expenses 125 3 -
___________ ___________ ___________
(10,890) (1,986) -
___________ ___________ ___________
Net increase (decrease) 486,491 270,997 -
Net assets available for benefits
Beginning of period 270,997 - -
___________ ___________ ___________
End of period $ 757,488 $ 270,997 $ -
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(10 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Cash Fund*
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Investment income $ 7,818 $ (919) $ -
Net transfers between funds 930 - -
___________ ___________ ___________
8,748 (919) -
___________ ___________ ___________
Deductions:
Loan repayments from
participants 1,257 (2,153) -
Distributions (Note 1) 622,404 (622,404) -
Expenses 200 - -
___________ ___________ ___________
623,861 (624,557) -
___________ ___________ ___________
Net increase (decrease) (615,113) 623,638 -
Net assets available for benefits
Beginning of period 623,638 - -
___________ ___________ ___________
End of period $ 8,525 $ 623,638 $ -
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
* Previous to 1995, amounts were reflected in individual funds.
(11 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Pending Settlement Fund*
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Net transfers between funds $ (20,591) $ 20,613 $ -
___________ ___________ ___________
(20,591) 20,613 -
___________ ___________ ___________
Deductions: - - -
___________ ___________ ___________
Net increase (decrease) (20,591) 20,613 -
___________ ___________ ___________
Net assets available for benefits
Beginning of period 20,613 - -
___________ ___________ ___________
End of period $ 22 $ 20,613 $ -
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
* Previous to 1995, amounts were reflected in individual funds.
(12 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Participant Loan Fund
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Loans to participants $ 2,687,387 $ 2,132,548 $ 935,153
Investment income 24,385 41,287 153,473
Net transfers between funds (23,970) - -
___________ ___________ ___________
2,687,802 2,173,835 1,088,626
___________ ___________ ___________
Deductions:
Loan repayments from
participants 1,392,727 1,009,997 803,856
Distributions (Note 1) 82,718 18,634 7,173
___________ ___________ ___________
1,475,445 1,028,631 811,029
___________ ___________ ___________
Net increase (decrease) 1,212,357 1,145,204 277,597
Net assets available for benefits
Beginning of period 3,244,546 2,099,342 1,821,745
___________ ___________ ___________
End of period $ 4,456,903 $ 3,244,546 $ 2,099,342
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
(13 of 13)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
TWELVE MONTHS ENDED DECEMBER 31,
Total of Funds
_____________________________________________
1996 1995 1994
____ ____ ____
Additions:
Employee contributions $ 7,865,514 $ 7,869,878 $ 7,466,491
Investment income 2,748,912 3,692,908 2,475,524
Realized gains (losses) on
sales of investments (Note 2) 1,479,136 453,074 (642,631)
Change in unrealized
appreciation (depreciation)
on investments (Note 2) 4,238,950 15,421,001 (2,549,497)
___________ ___________ ___________
16,332,512 27,436,861 6,749,887
___________ ___________ ___________
Deductions:
Distributions (Note 1) 3,985,241 4,556,808 1,078,936
Expenses 23,640 11,224 -
___________ ___________ ___________
4,008,881 4,568,032 1,078,936
___________ ___________ ___________
Net increase (decrease) 12,323,631 22,868,829 5,670,951
Net assets available for benefits
Beginning of period 80,408,571 57,539,742 51,868,791
___________ ___________ ___________
End of period $ 92,732,202 $ 80,408,571 $ 57,539,742
=========== =========== ===========
The accompanying notes to comparative financial statements are an integral
part of this schedule.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
FORM 5500 - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1996
ORIGINAL
SECURITY DESCRIPTION SHARES COST FAIR VALUE
____________________ _______ ________ __________
Corporate Stock - Common
______________________
*CIPSCO Inc. 860,095 $25,512,499 $30,963,433
_________ _________ _________
TOTAL CORPORATE STOCK - COMMON 860,095 25,512,499 30,963,433
_________ _________ _________
Common/Collective Trusts
_____________________
Barclay's Global investors
Money Market Fund 8,503,004 8,503,004 8,503,004
Barclay's Global investors
Govt/Corp Bond Index 385,211 4,323,141 4,927,964
*Merrill Lynch Retirement
Preservation Trust 1,025,971 1,025,971 1,025,971
*S&P 500 Equity Index Fund 382,754 14,408,618 19,060,774
Growth Equity Fund 1,428,971 14,841,705 20,277,105
_________ _________ _________
TOTAL COMMON/COLLECTIVE
TRUSTS 11,725,911 43,102,439 53,794,818
_________ _________ _________
Mutual Funds
____________
AIM Value Fund 65,801 1,824,156 1,918,090
*Merrill Lynch Global
Allocation Fund Class A 47,118 679,615 685,570
*Merrill Lynch Capital
Fund Class A 24,352 753,872 756,128
_________ _________ _________
TOTAL MUTUAL FUNDS 137,271 3,257,643 3,359,788
_________ _________ _________
Employee Loans
_____________
*CIPS Employee Loans to
Various Participants
(interest rates ranging
from 7% to 11.25%) 4,481,362 4,481,362 4,481,362
--------- --------- ---------
Total Investments $76,353,943 $92,599,401
=========== ===========
* Party-In-Interest Transactions
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
MASTER LONG-TERM SAVINGS TRUST
FORM 5500 - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
COST
SECURITY # OF COST OF PROCEEDS OF ASSETS NET GAIN
DESCRIPTION TRANS PURCHASES FROM SALES DISPOSED OR (LOSS)
__________________ _____ ___________ ___________ __________ _________
*CIPSCO Inc. Common
Stock 803 $ 6,760,061 $ - $ - $ -
*CIPSCO Inc. Common
Stock 860 - 3,614,216 2,940,816 673,400
BGI Money Market
Fund 1,040 3,998,962 - - -
BGI Money Market
Fund 378 - 3,404,933 3,404,933 -
*Merrill Lynch Equity
Index Trust 3 697 2,739,974 - - -
*Merrill Lynch Equity
Index Trust 3 624 - 2,390,294 2,010,217 380,077
Growth Equity Fund 711 2,799,186 - - -
Growth Equity Fund 636 - 2,201,460 1,860,569 340,891
Loan Fund 299 2,687,387 - - -
Loan Fund 214 - 1,474,874 1,474,874 -
Pending Settlement
Fund 376 3,854,373 - - -
Pending Settlement
Fund 388 - 3,874,964 3,874,964 -
*Party-In-Interest Transaction
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Committee has duly caused this Annual Report to be signed by the
undersigned thereunto duly authorized.
CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN,
EMPLOYEE LONG-TERM SAVINGS PLAN
- IUOE NO. 148 AND
EMPLOYEE LONG-TERM SAVINGS PLAN,
- IBEW NO. 702
By /s/ R. C. Porter
_________________________________________
R. C. Porter
Chairman of the Employee Long-Term
Savings Plan Committee, Employee
Long-Term Savings Plan - IUOE
No. 148 Committee and Employee
Long-Term Savings Plan - IBEW
No. 702 Committee
June 26, 1997
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 26, 1997, included in this Form 11-K
for the year ended December 31, 1996, into Central Illinois Public Service
Company's previously filed Registration Statements File Nos. 33-29384, 33-
31475, 33-59674, 33-45506, 33-56063 and 333-18473 and CIPSCO Incorporated's
previously filed Registration Statement File No. 33-32936.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 26, 1997
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