SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant ___
Check the appropriate line:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
X Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to 240.14a-11 (c) or 240.14a-12
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Name of Registrant as Specified in Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate line):
X No fee required.
___ Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-
11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ Check line if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
607 East Adams Street
Springfield, Illinois 62739
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Central Illinois Public Service
Company ("CIPS" or the "Company") will be held at Powell Symphony Hall, 718
North Grand Boulevard, St. Louis, Missouri, on Tuesday, April 28, 1998, at
9:00 A.M., for the purpose of considering and voting on the following
matters:
(1) the election of a Board of eight directors; and
(2) the transaction of such other business as may properly come
before the meeting.
See the attached Proxy Statement for further information with respect
to the foregoing.
Only common and preferred shareholders of record at the close of
business on March 6, 1998, are entitled to vote at the meeting. All such
shareholders are urged to be present in person, or represented by proxy, at
the meeting.
By order of the Board of Directors,
W. A. Koertner,
Vice President and Secretary
March 31, 1998
All shareholders, even if they plan to attend the meeting in person,
are urged to vote, date and sign their proxies and return them to the
Company in the enclosed envelope as promptly as possible. The Board of
Directors encourages all shareholders to be represented at the meeting,
whether their shareholdings are small or large.
PROXY STATEMENT FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS
Central Illinois Public Service Company
607 East Adams Street
Springfield, Illinois 62739
217/523-3600
March 31, 1998
INTRODUCTION
General. The purposes of the meeting are set forth in the attached
Notice. The enclosed proxy is solicited by mail on behalf of the Board of
Directors of the Company and the cost of such solicitation will be paid by
the Company. Following the initial solicitation of proxies by mail,
beginning on or about March 31, 1998, certain officers, directors and
employees of the Company may solicit proxies by correspondence, telephone,
telegraph or in person, but without extra compensation. The Company will
pay to banks, brokers, nominees and other fiduciaries their reasonable
charges and expenses incurred in forwarding the proxy soliciting material
to their principals.
Holding Company. The Company became a subsidiary of Ameren
Corporation, following completion of the merger between CIPSCO Incorporated
(formerly the parent holding company of CIPS) and Union Electric Company
("UE") on December 31, 1997.
As information, the CIPS annual meeting will be held in conjunction
with the Ameren Corporation and UE annual meetings.
Voting. The outstanding voting securities of the Company on the
record date of March 6, 1998 consisted of 800,000 shares of Cumulative
Preferred Stock, par value $100 per share, of various series and 25,452,373
shares of Common Stock, without par value.
Only shareholders (both preferred and common) of record at the close
of business on March 6, 1998, are entitled to notice of and to vote at the
meeting. At such meeting, each such shareholder is entitled to one vote,
for each share of stock of the Company (whether common or preferred) held,
on each matter submitted to a vote at the meeting, except that in the
election of directors, each shareholder is entitled to vote cumulatively
and therefore may give one nominee votes equal to the number of directors
to be elected, multiplied by the number of shares held by such shareholder,
or such votes may be distributed among any two or more nominees. The
proxies seek discretionary authority to cast cumulative votes in the
election of directors.
Shareholders may vote in person or by duly authorized proxy. The
giving of a proxy by a shareholder will not affect the shareholder's right
to vote if the shareholder attends the meeting and votes in person. Prior
to the voting of a proxy, such proxy may be revoked by the shareholder by
either (a) delivering written notice of revocation to the Secretary of the
Company, (b) executing a later dated proxy or (c) voting in person at the
meeting. All shares represented by effective proxies on the enclosed form
of proxy, received by the Company, will be voted at the meeting (or any
adjourned session thereof) in accordance with the terms of such proxies.
1
A majority of the outstanding shares entitled to vote constitutes a
quorum for the meeting. If a quorum is present in person or by proxy, the
eight director nominees receiving the greatest number of votes will be
elected as directors. The affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on a matter will be
sufficient to take action on a matter properly before the meeting (unless a
higher vote is required by law).
Broker non-votes will not be considered represented at the meeting on
those matters for which no instructions from the shareholder have been
given to the broker. Accordingly, for a matter which requires the vote of
a percentage of shares represented at the meeting, broker non-votes will
have no effect on the outcome. Abstentions will be counted in determining
the quorum in attendance for all matters and will be included in the total
number of shares represented and voting on a matter.
Holders of depositary shares ("Depositary Shares") representing one-
quarter of one share of 6.625% Cumulative Preferred Stock of the Company
("6.625% Preferred Stock") will receive a form of proxy so that they may
instruct Ameren Services Company, a wholly-owned subsidiary of Ameren
Corporation, as depositary agent, as to the manner of voting such
Depositary Shares. The depositary agent will vote whole shares of 6.625%
Preferred Stock based on those instructions from holders of Depositary
Shares.
Proposals of Shareholders. Under the rules of the Securities and
Exchange Commission, any shareholder proposal intended to be presented at
the 1999 annual meeting of shareholders of the Company must be received by
the Company no later than December 1, 1998, in order to be eligible to be
considered for inclusion in the proxy materials relating to that meeting.
Voting Securities Beneficially Owned by Principal Holders, Directors,
Nominees and Executive Officers. At March 6, 1998, Ameren Corporation
owned 25,452,373 shares of Common Stock of the Company representing 100% of
the outstanding Common Stock of the Company. The directors, nominees and
executive officers of the Company owned beneficially at February 1, 1998,
less than one percent of the outstanding Common Stock of Ameren
Corporation.
ITEM 1. ELECTION OF DIRECTORS
Director Information. Eight directors are to be elected at the
meeting. Barring unforeseen contingencies, and in the absence of contrary
directions, the proxies solicited will be voted for the election of Paul A.
Agathen, Donald E. Brandt, John L. Heath, Robert W. Jackson, Charles W.
Mueller, Gary L. Rainwater, Charles J. Schukai and Thomas L. Shade as
directors of the Company, to hold office until the next annual meeting of
shareholders or until their respective successors are elected and
qualified. With the exception of Mr. Schukai, each of the nominees is a
current member of the Board. Messrs. Heath, Jackson and Shade were elected
directors by the shareholders at the 1997 Annual Meeting. Mr. Rainwater
was elected as a director by the Board of Directors on December 2, 1997.
Messrs. Agathen, Brandt and Mueller were elected directors by the Board of
Directors at a meeting held December 12, 1997. Proxies may also be voted
for a substitute nominee or nominees in the event any one or more of the
above nominees is unable to serve for any reason or is withdrawn from
nomination, a contingency not now anticipated.
Each nominee has been engaged in his present principal occupation for
at least the past five years, except as otherwise indicated below.
2
Information about each nominee for election as director is provided
below:
PAUL A. AGATHEN
Senior Vice President - Energy Supply Services of UE. Mr. Agathen was
employed by UE in 1975 as an attorney. He was named General Attorney of UE
in 1982 and was elected Vice President, Environmental and Safety in 1994.
He was elected to his present position in 1996. Director since 1997. Age:
50.
DONALD E. BRANDT
Senior Vice President - Finance of Ameren Corporation and UE. Mr. Brandt
worked for Price Waterhouse from 1975 until his appointment as Controller
of UE in 1983. He was elected Vice President in 1985; Senior Vice
President in 1988; and was named to his present position at UE in 1993. He
was elected Senior Vice President of Ameren Corporation on December 31,
1997. Mr. Brandt is also a director of Huntco, Inc. and The ARCH Fund,
Inc. Director since 1997. Age: 43.
JOHN L. HEATH
Retired Chairman and President of L. S. Heath & Sons, Inc., candy
manufacturer. Mr. Heath served as Chairman of L. S. Heath & Sons, Inc.
from 1971 until 1988 and as President and Chief Executive Officer from 1971
until 1982. He is a director of Johnson Bank Arizona, N.A., of Phoenix and
Scottsdale, Arizona, SunStreet Food Corporation, and the Phoenix Memorial
Hospital Health Services Network of Phoenix, Arizona. Director of CIPS
since 1977 and CIPSCO since 1990. Age: 62.
ROBERT W. JACKSON
Retired Senior Vice President - Finance and Secretary of CIPS. Mr. Jackson
is a director of Firstbank of Illinois Co. and each of its wholly-owned
subsidiary banks, including the First National Bank of Central Illinois.
Director of CIPS since 1986 and CIPSCO since 1990. Age: 67.
3
CHARLES W. MUELLER
Chairman, President and Chief Executive Officer of Ameren Corporation and
President and Chief Executive Officer of UE. Mr. Mueller began his career
with UE in 1961 as an engineer. He was named Treasurer in 1978 and Vice
President - Finance in 1983. Mr. Mueller was elected Senior Vice President
- - Administrative Services in 1988; President in 1993; and, on January 1,
1994, was also named Chief Executive Officer of UE. He was elected to his
present position at Ameren Corporation on December 31, 1997. Mr. Mueller
is also a director of Angelica Corporation, Ameren and UE. Director since
1997. Age: 59.
GARY L. RAINWATER
President and Chief Executive Officer. Mr. Rainwater was elected Executive
Vice President of CIPS in January 1997 and was named to his present position
in December 1997. Before joining CIPS he worked for UE for 17 years and was
elected a vice president in 1993. Mr. Rainwater is also a director at UE.
Director since 1997. Age: 51.
CHARLES J. SCHUKAI
Senior Vice President - Customer Services of UE. Mr. Schukai joined UE in
1957 as a student engineer. He was named Director, Regional Operations in
1981, Vice President of Regional Operations in 1983, Vice President of
Transmission and Distribution in 1985, and was elected to his present
position in 1988. He is a director of Ameren. Age: 63.
THOMAS L. SHADE
Retired Chairman of the Board and Chief Executive Officer of Moorman
Manufacturing Company. Mr. Shade served as Chairman of the Board and Chief
Executive Officer of Moorman Manufacturing Company during 1992 and 1993.
He was President and Chief Executive Officer of that firm from 1984 to
1992. He also was a director of Moorman Manufacturing Company and Quincy
Soybean Company. Director of CIPS and CIPSCO since 1990. Age: 67.
4
Executive Compensation. The following table contains compensation
information for: (a) the President, (b) Mr. Greenwalt, who retired as
President December 31, 1997, and (c) the four other top executive officers.
The compensation reported is for all services rendered during 1995 through
1997.
Summary Compensation Table
Annual
Compensation
___________________
Name of Individual Principal Positions(s) Year Salary Bonus
__________________ _____________________ ____ ________ ________
G. L. Rainwater (1) President and Chief 1997 $246,000 $ 0
Executive Officer 1996 146,000 32,000
1995 137,000 30,000
C. L. Greenwalt (2) President and Chief 1997 460,000 0
Executive Officer 1996 420,000 147,000
1995 390,000 87,000
W. A. Koertner Vice President, Chief 1997 198,000 0
Financial Officer and 1996 190,000 45,000
Secretary 1995 158,000 23,000
G. W. Moorman Vice President-- 1997 169,000 0
Regional Operations 1996 162,000 35,000
1995 149,000 23,000
J. T. Birkett Vice President-- 1997 162,000 0
Power Generation 1996 150,000 35,000
1995 117,000 16,000
D. R. Patterson Vice President-- 1997 162,000 0
Regional Operations 1996 143,000 33,000
1995 117,000 16,000
_______________
(1) Mr. Rainwater was elected President and Chief Executive Officer
effective December 31, 1997. Mr. Rainwater began his employment with
the Company on January 13, 1997. The salary paid to Mr. Rainwater for
the first pay period in 1997 and the salary and bonus amounts for 1996
and 1995, included above, relate to compensation Mr. Rainwater earned
during his employment with UE.
(2) Mr. Greenwalt retired effective December 31, 1997.
5
Substantially all employees of the Company (including officers)
participate in the Company's Retirement Income Plan (the "Retirement
Plan"), including persons named in the Summary Compensation Table.
Employer contributions to the Retirement Plan are determined actuarially.
For Retirement Plan purposes, compensation is base pay, exclusive of
special payments. Compensation for the persons named in the Summary
Compensation Table is substantially equivalent to the compensation reported
in the table under "Salary." Retirement Plan benefits depend upon years of
service, age at retirement and final average pay. In certain cases,
pension benefits under the Retirement Plan are reduced to comply with
maximum limitations imposed by the Internal Revenue Code (the "Code"). The
Company maintains an unfunded Excess Benefit Plan to provide for the
payment of the difference between the monthly benefit that would have been
paid if such Code limitations were not in effect and the reduced amount
payable as a result of such Code limitations. Amounts attributable to
service credits arising under the Management Continuity Agreements
discussed below are also paid through the Excess Benefit Plan. The
credited years of service under the Retirement Plan and the Excess Benefit
Plan for the above listed persons as of December 31, 1997 are as follows:
Rainwater (began employment with the Company on January 13, 1997), 0
years; Koertner, 19 years; Moorman, 29 years; Patterson, 36 years and
Birkett, 26 years. Assuming retirement at age 65, it is estimated a
participant would be eligible for a maximum annual benefit under the
Retirement Plan, as supplemented by the Excess Benefit Plan, as follows:
Annual Benefit After Specified
Years of Service
Average Annual ____________________________________________________
Earnings 20 25 30 35 40
____________________ ________ ________ ________ ________ ________
$150,000............ 41,022 51,278 61,533 71,789 82,044
200,000............ 56,022 70,028 84,033 98,039 112,044
250,000............ 71,022 88,777 106,533 124,288 142,044
300,000............ 86,022 107,528 129,033 150,539 172,044
400,000............ 116,022 145,027 174,033 203,038 232,044
500,000............ 146,022 182,528 219,033 255,539 292,044
________
Amounts shown in the schedule are computed on a straight life basis; have
been reduced by estimated Social Security benefits; and are not subject to
any other offset amounts. Covered remuneration consists of base wages
only, which is equivalent to amounts reported under "Salary" in the Summary
Compensation Table. As information, Mr. Greenwalt retired with 34 years of
credited service.
6
The Excess Benefit Plan provides that in the event of a change in
control (which has substantially the same meaning as "change in control"
under the Management Continuity Agreements described below) the present
value of benefits owed any participant pursuant to each such Plan will be
paid in a lump sum (i) for a terminated participant already receiving or
entitled to receive benefits, within 30 days after such change in control
and (ii) for any other participant, within 30 days after termination
provided such participant's termination occurs within two years after such
change in control. Any such lump sum will be increased by an amount
necessary to compensate the participant for any excise tax payable under
federal, state or local tax law as a result of the lump sum payment being
made contingent on a change in control. The Excess Benefit Plan was
modified (with the required consent of participants) in 1995 to provide, in
effect, that the business combination among CIPSCO, Ameren Corporation and
Union Electric Company (the "Merger") would not constitute a "change in
control" under the Plan.
In 1995 the Company established an irrevocable trust to provide a
source of funds to assist in meeting its liabilities under the Excess
Benefit Plan. The Company makes contributions to the trust from time to
time in amounts determined in accordance with the provisions of the trust
sufficient to pay when due benefits to participants or their beneficiaries
under the Excess Benefit Plan. Notwithstanding the trust, the Excess
Benefit Plan is not qualified or "funded" and amounts on deposit in the
trust are subject to the claims of the Company's general creditors under
the applicable law.
The Board of Directors adopted the Supplemental Executive Retirement
Plan on April 23, 1997. The Plan is not a qualified plan for purposes of
the Internal Revenue Code. The purpose of the Plan is to provide
retirement benefit payments to Mr. Rainwater in addition to the payments
provided to him under the CIPS Retirement Income Plan and certain other
retirement benefit plans. No contributions have been made to a trust to
fund this Plan. Mr. Rainwater is the only participant of the Plan. No
other employee or former employee of the Company is eligible to receive
benefits under the Plan.
The individuals named in the Summary Compensation Table and one other
executive officer, formerly with the Company and as of December 31, 1997
employed by Ameren Services Company, have each entered into a Management
Continuity Agreement with the Company, which provides that in the event of
a "change in control" of the Company, the Company and/or another subsidiary
of the Company will continue to employ the executive for a period of three
years from the date of the change in control or to the executive's earlier
death or attainment of age 65 (the "Period of Employment"). In the event
of the executive's (i) involuntary termination of employment during the
Period of Employment except by reason of death, disability, attainment of
age 65 or cause (as defined in the Management Continuity Agreement) or (ii)
resignation during the Period of Employment for good reason (as defined in
the Management Continuity Agreement), the executive will be entitled to
payment of severance compensation equal to the present value of the
executive's base pay and incentive pay (determined as provided in the
Management Continuity Agreement) that would have accrued if the executive
remained employed until the end of the Period of Employment. The executive
will also receive continued welfare benefits and service credits until the
end of the Period of Employment, subject to offset for comparable welfare
benefits. The severance compensation will be increased by an amount
necessary to compensate the executive for any excise tax payable under
federal, state or local tax law as a result of the payment and any other
compensation paid by the Company or any of its affiliates being contingent
on a change in control. A "change in control" occurs, in general,
7
if (i) as a result of a merger, consolidation or sale of assets, less than
a majority of the voting power of the Company is held after such event by
the persons who were holders of the voting power of the Company prior to
such event or less than a majority of the voting power of the Company is
held after such event by Ameren Corporation or by the holders of the voting
power of Ameren Corporation prior to such event, (ii) any person (or group)
acquires beneficial ownership of 20 percent or more of the voting power of
the Company or (iii) within any two-year period a majority of the members
of the Board of Directors of the Company cease to be members (other than
changes in members approved by at least two-thirds of the continuing
directors). A "change in control" within the meaning of the Management
Continuity Agreements occurred as a result of the agreement to enter into
the Merger.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview. In 1997 the Compensation Committee of the Board of
Directors of the Company was charged with overall oversight of executive
compensation programs, as well as reviewing the performance and
establishing compensation of executive officers of the Company. The
Committee was responsible for assuring that executive compensation and
benefit plans were implemented and were consistent with the Company's
shareholder interests, corporate goals and compensation philosophy.
The Company's executive officer compensation is designed to attract,
retain, motivate and reward quality and experienced officers to achieve the
Company's objectives. It links executive compensation with corporate
performance by providing the opportunity to earn increased compensation
during periods of superior results, and limits compensation during periods
with lesser results.
The executive officer compensation program consists of a base salary
and an annual incentive. The base salary is determined by a combination of
the individual's performance relative to specific job responsibilities and
market comparisons of salaries for similar jobs in the utility industry.
Particular emphasis is placed on salary data provided by the Edison
Electric Institute (EEI) survey of electric and combination electric and
natural gas utilities. This group of utilities is essentially the same
group as the EEI 100 utility peer group shown on the Performance Graph
below. The philosophy is to pay base salaries and provide for incentive
compensation that are comparable to the medians of such amounts for a
subgroup of utilities included in the EEI survey that were of comparable
size to CIPSCO, the parent of the Company prior to the merger with Union
Electric Company (based on revenues). Salaries for the officers listed in
the Summary Compensation Table were increased in 1997 to track competitive
base salaries in the utility industry and to reflect performance, which is
determined subjectively by the Committee based on individual evaluations.
Incentive compensation was earned based on achievement of the objectives of
the annual Management Incentive Plan (described below).
The Management Incentive Plan. The Management Incentive Plan (MIP),
an annual incentive program instituted in 1992, strongly supported the
Company's primary goal of achieving superior returns on shareholders'
investments. The MIP was intended to provide additional compensation to
the executive officers named in the Summary Compensation Table, along with
three other officers and 26 other employees of the Company. It is the
Committee's responsibility to administer the MIP and in so doing (1) set
the overall corporate financial performance goal and unit or individual
objectives, (2) determine the participants to be included in the MIP, and
(3) determine the amount of each
8
participant's incentive pay to be based on attainment of the overall
corporate goal and the amount to be based on achievement of his or her unit
or individual objectives. Specific award levels are set by the Committee
prior to the beginning of the fiscal year for which they apply. Incentive
awards are payable in cash as soon as feasible following the close of the
year after determination by the Committee of the level of attainment of the
goals.
The overall corporate goal for 1997 was based on attainment of targeted
return on average Common Stock equity of CIPSCO Incorporated. The
Committee has determined that return on Common Stock equity is the measure
of corporate performance that most directly measures management's
performance. Individual unit objectives related to such areas as service
reliability, public and employee safety, proper maintenance of corporate
assets and quantifiable improvement in efficiency and productivity. The
MIP provided for threshold, target and maximum levels of awards based on
performance against the predetermined targets, set annually by the
Committee. With the exception of the President and Chief Executive
Officer, whose incentive pay is tied solely to the overall corporate goal
for return on Common Stock equity, a participant could have received the
portion of his or her incentive pay tied to unit or individual objectives
even though the Company had not attained the overall corporate goal.
Individual unit awards are weighted, according to the participant's
position, to produce awards from about one-fourth to two-fifths of the
total award and corporate performance goals are weighted to make up the
remaining portion. However, for any incentive pay to be earned by any
participant, overall earnings of the Company, on a per share basis, must
equal or exceed the annualized Common Stock dividend rate then in effect.
Accordingly, shareholders would realize an appropriate return on their
investment prior to the payment of any incentive compensation.
For 1997, MIP award levels were designed so that achievement of
threshold performance would have earned approximately one-half of the
target award while maximum performance would have earned approximately 1.7
times the target award. Total incentive pay ranges varied, depending on
the participant's position within the organization, from a minimum of 7
percent of base salary for some participants, assuming threshold corporate
and unit goals were achieved, to a maximum of 46 percent of base salary for
the President and Chief Executive Officer, assuming maximum performance was
achieved. In 1997, MIP participants received no awards since the return on
common equity goal was not met and earnings per share did not exceed the
annual dividend. Beginning in 1998 officers and managers, previously
entitled to incentive compensation through the MIP, become participants in
the Executive Incentive Plan administered by Ameren Corporation.
Compensation of the Chief Executive Officer. The Committee is
responsible for reviewing the Chief Executive Officer's performance and
adjusting his base salary accordingly. In addition, the Committee adjusts
base salary to reflect changes in the prevailing competitive market levels
for chief executive officers in other comparably-sized utilities, as
described above. Mr. Greenwalt's base salary increased in 1997
approximately 9.8 percent in consideration of the Company's continued
strong operating performance (excluding merger expenses and extraordinary
writeoff) as well as advances toward a more competitive cost structure.
During 1997 many actions were completed to allow merger savings to begin in
1998. With respect to competition and deregulation, the Company has
successfully positioned itself and focused efforts toward promoting
principles of reliability, safety and benefits for all parties. The
Committee believes these advances made under the leadership of Mr.
Greenwalt warrant the adjustments in his base salary. Mr. Greenwalt's 1997
base compensation increase also reflects changes in levels of executive
compensation at similar-sized utilities.
9
5 Year Cumulative Total Return
CIPSCO, S&P 500, EEI Index*
*Edison Electric Institute Index of 100 investor-owned electric utilities
Value of $100 invested 12/31/92, including reinvestment of dividends
(Graph to be inserted here.)
All returns have been weighted to reflect the market capitalization of
each utility in the group. A portion of incentive compensation to executive
officers was based on return on CIPSCO Common Stock equity rather than total
return (shown on the graph) for reasons set forth in the Compensation
Committee Report.
Directors' Compensation. No retainer or fees are paid to any director
who is an officer of the Company or an affiliate. During 1997 non-employee
members of the Board of the Company received an annual retainer of $12,000,
and a fee of $850 for each Company Board meeting or Committee meeting
attended. In 1997, the Chairman of the Company's Executive Committee
received an additional annual fee of $2,500 and the Chairman of the
Company's Audit Committee received an additional annual fee of $2,000.
Directors were also reimbursed for their reasonable travel and out-of-
pocket expenses for each Board or Committee meeting attended. During 1997,
the Company's parent, CIPSCO, paid no additional fees for attendance at
Board or committee meetings.
During 1997, non-employee directors of the parent Company CIPSCO
received an annual retainer of $16,000. The annual retainer paid to each
director by CIPSCO, however, was reduced by an amount equal to the
aggregate amount paid to such director by each subsidiary of CIPSCO as an
annual retainer for services as a director of such subsidiary.
Consequently, the aggregate annual retainer for service on the Boards for
1997 was $16,000.
Through December 30, 1997, CIPSCO and the Company each maintained an
unfunded deferred compensation plan under which directors could elect to
defer directors' retainers and fees paid by those Companies. At December
31, 1997, the value associated with the plans was funded into the Ameren
Corporation Deferred Compensation Plan.
10
CIPSCO had established a Director Retirement Plan for directors of
CIPSCO and its subsidiaries, including the Company, who were not or had
never been officers of CIPSCO or any subsidiary, including the Company.
Effective December 31, 1997, the value related to the Retirement Plan
benefit was funded into Ameren Corporation's Deferred Compensation Plan,
and the CIPSCO Plan was terminated for current directors. Payments under
the Plan are still being made for retired directors.
Meetings and Committees of the Board. During 1997, the Board of
Directors held seven meetings. Except for Ms. Merriman, who is not a
nominee this year, each director attended at least 87 percent of the
meetings of the Boards and Board Committees of which they were members.
The Board committees of the Company's parent, Ameren Corporation, perform
committee duties for the Company's Board.
INDEPENDENT PUBLIC ACCOUNTANTS
During 1997, the firm of Arthur Andersen LLP served as independent
public accountants to examine the annual financial statements of CIPS. The
firm has served as the Company's independent public accountants for many
years. A representative of Arthur Andersen LLP will be present at the
annual meeting to make a statement if he or she so desires and to respond
to questions.
OTHER MATTERS
At the date hereof, the Board of Directors of CIPS knows of no
business to come before the meeting other than those matters described
above. However, should any such business properly come before the meeting,
the proxies will be voted in accordance with the judgment of the person or
persons voting the proxies.
Central Illinois Public Service Company
By Order of the Board of Directors,
W. A. Koertner
Vice President and Secretary
11
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
P.O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149 PROXY
____________________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 1998
The undersigned hereby appoints CHARLES W. MUELLER and JAMES C. THOMPSON,
and either of them, each with the power of substitution, as proxy for the
undersigned, to vote all the shares of capital stock of CENTRAL ILLINOIS
PUBLIC SERVICE COMPANY represented hereby at the Annual Meeting of
Stockholders to be held at Powell Symphony Hall, 718 North Grand Boulevard,
St. Louis, Missouri, on April 28, 1998 at 9:00 A.M., and at any adjournment
thereof, upon all matters that may be submitted to a vote of stockholders
including the matters described in the proxy statement furnished herewith,
subject to any directions indicated on the reverse side of this proxy form
and in their discretion on any other matter that may be submitted to a vote
of stockholders.
NOMINEES FOR DIRECTOR - PAUL A. AGATHEN, DONALD E. BRANDT,
JOHN L. HEATH, ROBERT W. JACKSON,
CHARLES W. MUELLER, GARY L. RAINWATER,
CHARLES J. SCHUKAI and THOMAS L. SHADE
Please vote, date and sign on the reverse side hereof and return this proxy
form promptly in the enclosed envelope. If you attend the meeting and wish
to change your vote, you may do so automatically by casting your ballot at
the meeting.
SEE REVERSE SIDE
- THANK YOU FOR YOUR PROMPT ATTENTION -
V FOLD AND DETACH HERE V
X Please mark votes This proxy will be voted as specified below. If no
___ as in this example. direction is made, this proxy will be voted FOR all
nominees listed on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEM 1.
FOR all nominees WITHHOLD AUTHORITY Holders of depositary
(except as listed all nominees shares representing 1/4
below) of a share of 6.625%
ITEM 1 Cumulative Preferred
ELECTION OF ___ ___ Stock direct Ameren
DIRECTORS Services Company, as
depository agent for
FOR ALL EXCEPT: __________________________________ holders of depositary
shares, to appoint
proxies to vote as
indicated herein.
ATTENDANCE CARD
REQUESTED
___
SEE
REVERSE
DATED ____________________ 1998 SIDE
________________________________________
SIGNATURE - Please sign exactly
as name appears hereon.
________________________________________
CAPACITY (OR SIGNATURE IF HELD JOINTLY)
Shares registered in the name of a Custodian
or Guardian must be signed by such.
Executors, administrators, trustees, etc.
should so indicate when signing.
