<PAGE>
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
COMMISSION FILE NUMBER 1-3672
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN
(Effective through October 27, 1998)
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN
Report, Financial Statements and Additional Information
October 27, 1998
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Report, Financial Statements and Additional Information
Index
October 27, 1998
Page
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits
with Fund Information at October 27, 1998 and
December 31, 1997 2 - 5
Statement of Changes in Net Assets Available
for Benefits with Fund Information for the
period January 1, 1998 through October 27, 1998
and the year ended December 31, 1997 6 - 9
Notes to Financial Statements 10 - 19
Additional Information*:
Line 27d - Schedule of Reportable
Transactions for the period ended
October 27, 1998 Schedule II
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
<PAGE>
Report of Independent Accountants
June 25, 1999
To the Board of Directors of
Central Illinois Public Service Company and the
Participants of the Central Illinois Public Service
Company Employee Long-Term Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
with fund information and the related statements of changes in net assets
available for benefits with fund information present fairly, in all material
respects, the net assets available for benefits of the Central Illinois Public
Service Company Employee Long-Term Savings Plan at October 27, 1998 and December
31, 1997, and the changes in net assets available for benefits for the period
from January 1, 1998 to October 27, 1998 and the year ended December 31, 1997,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied in
the 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.
/s/ PricewaterhouseCoopers LLP
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
October 27, 1998
Page 2
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth
Stock Index Market Equity
Fund Fund Fund Fund
Assets
<S> <C> <C> <C> <C>
Investments at fair value $ 14,384,760 $ 4,497,904 $ 7,314,763 $ 21,051,404
------------ ------------ ------------ ------------
Net assets available for benefits 14,384,760 4,497,904 7,314,763 21,051,404
Less: Net assets transferred out (14,384,760) (4,497,904) (7,314,763) (21,051,404)
------------ ------------ ------------ ------------
Net assets available for benefits $ -- $ -- $ -- $ --
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
October 27, 1998
Page 2 - continued
________________________________________________________________________________
<TABLE>
<CAPTION>
S&P 500 Retirement AIM
Equity Preserv. Value
Index Fund Trust Fund
Assets
<S> <C> <C> <C>
Investments at fair value $ 17,802,159 $ 2,796,635 $ 2,224,239
------------ ------------ ------------
Net assets available for benefits 17,802,159 2,796,635 2,224,239
Less: Net assets transferred out (17,802,159) (2,796,635) (2,224,239)
------------ ------------ ------------
Net assets available for benefits $ -- $ -- $ --
============ ============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information(continued)
October 27, 1998
Page 3
________________________________________________________________________________
<TABLE>
<CAPTION>
Global Pending Participant
Allocation Capital Cash Settlement Loan
Fund Fund Fund Fund Fund Total
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $ 660,280 $ 1,784,876 $ (184) $ 2 $ 2,653,559 $ 75,170,397
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits 660,280 1,784,876 (184) 2 2,653,559 75,170,397
Less: Net assets transferred out (660,280) (1,784,876) 184 (2) (2,653,559) (75,170,397)
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ -- $ -- $ -- $ -- $ -- $ --
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1997
Page 4
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth
Stock Index Market Equity
Fund Fund Fund Fund
Assets
<S> <C> <C> <C> <C>
Investments at fair value $17,829,879 $ 3,934,190 $ 5,990,361 $21,488,535
Dividends and interest receivable 4,821 864 1,942 5,280
Contributions receivable (participant) 50,052 14,084 20,134 62,037
----------- ----------- ----------- -----------
Net assets available for benefits $17,884,752 $ 3,949,138 $ 6,012,437 $21,555,852
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1997
Page 4 - continued
________________________________________________________________________________
<TABLE>
<CAPTION>
S&P 500 Retirement AIM
Equity Preserv. Value
Index Fund Trust Fund
Assets
<S> <C> <C> <C>
Investments at fair value $18,158,172 $ 1,130,551 $ 2,225,846
Dividends and interest receivable 3,945 268 800
Contributions receivable (participant) 50,447 1,984 11,813
----------- ----------- -----------
Net assets available for benefits $18,212,564 $ 1,132,803 $ 2,238,459
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information(continued)
December 31, 1997
Page 5
________________________________________________________________________________
<TABLE>
<CAPTION>
Global Pending Participant
Allocation Capital Cash Settlement Loan
Fund Fund Fund Fund Fund Total
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $ 854,281 $ 962,444 $ (832) $ 162,454 $ 2,846,056 $75,581,937
Dividends and interest receivable 274 477 15,028 -- -- 33,699
Contributions receivable (participant) 5,633 4,982 -- -- (80,096) 141,070
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 860,188 $ 967,903 $ 14,196 $ 162,454 $ 2,765,960 $75,756,706
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Period January 1, 1998 through October 27, 1998
Page 6
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth
Stock Index Market Equity
Fund Fund Fund Fund
Additions to net assets attributed to:
<S> <C> <C> <C> <C>
Participant contributions $ 443,816 $ 162,090 $ 217,762 $ 746,834
Dividends and interest 727,744 6,192 302,237 40,653
Net appreciation (depreciation)
in fair value of investments (587,834) 393,280 -- 2,028,871
------------ ------------ ------------ ------------
Total additions 583,726 561,562 519,999 2,816,358
------------ ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 1,601,568 224,263 1,166,154 1,850,465
Administrative expenses 758 138 296 804
------------ ------------ ------------ ------------
Total deductions 1,602,326 224,401 1,166,450 1,851,269
------------ ------------ ------------ ------------
Net transfers between funds and plans (2,481,392) 211,605 1,948,777 (1,469,537)
------------ ------------ ------------ ------------
Increase (decrease) in net assets
available for benefits (3,499,992) 548,766 1,302,326 (504,448)
Net assets available for benefits,
Beginning of year 17,884,752 3,949,138 6,012,437 21,555,852
------------ ------------ ------------ ------------
End of period 14,384,760 4,497,904 7,314,763 21,051,404
Net assets transferred out (14,384,760) (4,497,904) (7,314,763) (21,051,404)
------------ ------------ ------------ ------------
Net assets $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Period January 1, 1998 through October 27, 1998
Page 6 - continued
________________________________________________________________________________
<TABLE>
<CAPTION>
S&P 500 Retirement AIM
Equity Preserv. Value
Index Fund Trust Fund
Additions to net assets attributed to:
<S> <C> <C> <C>
Participant contributions $ 628,489 $ 41,983 $ 153,395
Dividends and interest 30,921 92,031 7,161
Net appreciation (depreciation)
in fair value of investments 1,183,357 -- 64,735
------------ ------------ ------------
Total additions 1,842,767 134,014 225,291
------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 1,620,943 311,471 205,754
Administrative expenses 756 2 252
------------ ------------ ------------
Total deductions 1,621,699 311,473 206,006
------------ ------------ ------------
Net transfers between funds and plans (631,473) 1,841,291 (33,505)
------------ ------------ ------------
Increase (decrease) in net assets
available for benefits (410,405) 1,663,832 (14,220)
Net assets available for benefits,
Beginning of year 18,212,564 1,132,803 2,238,459
------------ ------------ ------------
End of period 17,802,159 2,796,635 2,224,239
Net assets transferred out (17,802,159) (2,796,635) (2,224,239)
------------ ------------ ------------
Net assets $ -- $ -- $ --
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information (continued)
For the Period January 1, 1998 through October 27, 1998
Page 7
________________________________________________________________________________
<TABLE>
<CAPTION>
Global Pending Participant
Allocation Capital Cash Settlement Loan
Fund Fund Fund Fund Fund Total
Additions to net assets attributed to:
<S> <C> <C> <C> <C> <C> <C>
Participant contributions $ 62,665 $ 73,787 $ -- $ -- $ -- $ 2,530,821
Dividends and interest 23,217 56,615 (15,028) -- -- 1,271,743
Net appreciation (depreciation)
in fair value of investments (91,389) (146,703) -- -- -- 2,844,317
------------ ------------ ------------ ------------ ------------ ------------
Total additions (5,507) (16,301) (15,028) -- -- 6,646,881
------------ ------------ ------------ ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 99,764 111,656 -- -- 120,269 7,312,307
Administrative expenses 34 41 -- -- -- 3,081
------------ ------------ ------------ ------------ ------------ ------------
Total deductions 99,798 111,697 -- -- 120,269 7,315,388
------------ ------------ ------------ ------------ ------------ ------------
Net transfers between funds and plans (94,603) 944,971 648 (162,452) 7,868 82,198
------------ ------------ ------------ ------------ ------------ ------------
Increase (decrease) in net assets
available for benefits (199,908) 816,973 (14,380) (162,452) (112,401) (586,309)
Net assets available for benefits,
Beginning of year 860,188 967,903 14,196 162,454 2,765,960 75,756,706
------------ ------------ ------------ ------------ ------------ ------------
End of period 660,280 1,784,876 (184) 2 2,653,559 75,170,397
Net assets transferred out (660,280) (1,784,876) 184 (2) (2,653,559) (75,170,397)
------------ ------------ ------------ ------------ ------------ ------------
Net assets $ -- $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1997
Page 8
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth
Stock Index Market Equity
Fund Fund Fund Fund
Additions to net assets attributed to:
<S> <C> <C> <C> <C>
Participant contributions $ 841,182 $ 292,252 $ 338,328 $ 1,118,422
Dividends and interest 973,022 11,768 359,273 64,200
Net appreciation (depreciation)
in fair value of investments 3,411,908 342,197 -- 4,854,369
------------ ------------ ------------ ------------
Total additions 5,226,112 646,217 697,601 6,036,991
------------ ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 827,615 207,072 534,373 311,941
Administrative expenses 1,944 292 687 1,398
------------ ------------ ------------ ------------
Total deductions 829,559 207,364 535,060 313,339
------------ ------------ ------------ ------------
Net transfers between funds and plans (2,402,343) (305,781) (197,433) 734,724
------------ ------------ ------------ ------------
Increase (decrease) in net assets
available for benefits 1,994,210 133,072 (34,892) 6,458,376
Net assets available for benefits,
Beginning of year 15,890,542 3,816,066 6,047,329 15,097,476
------------ ------------ ------------ ------------
End of year $ 17,884,752 $ 3,949,138 $ 6,012,437 $ 21,555,852
------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1997
Page 8 - continued
________________________________________________________________________________
<TABLE>
<CAPTION>
S&P 500 Retirement AIM
Equity Preserv. Value
Index Fund Trust Fund
Additions to net assets attributed to:
<S> <C> <C> <C>
Participant contributions $ 958,158 $ 35,147 $ 225,422
Dividends and interest 45,398 53,652 234,718
Net appreciation (depreciation)
in fair value of investments 4,393,551 -- 115,975
------------ ------------ ------------
Total additions 5,397,107 88,799 576,115
------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 561,024 125,703 83,101
Administrative expenses 1,291 40 190
------------ ------------ ------------
Total deductions 562,315 125,743 83,291
------------ ------------ ------------
Net transfers between funds and plans (244,078) 285,838 392,638
------------ ------------ ------------
Increase (decrease) in net assets
available for benefits 4,590,714 248,894 885,462
Net assets available for benefits,
Beginning of year 13,621,850 883,909 1,352,997
------------ ------------ ------------
End of year $ 18,212,564 $ 1,132,803 $ 2,238,459
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information (continued)
For the Year Ended December 31, 1997
Page 9
________________________________________________________________________________
<TABLE>
<CAPTION>
Global Pending Participant
Allocation Capital Cash Settlement Loan
Fund Fund Fund Fund Fund Total
Additions to net assets attributed to:
<S> <C> <C> <C> <C> <C> <C>
Participant contributions $ 112,359 $ 74,528 $ -- $ -- $ -- $ 3,995,798
Dividends and interest 109,850 77,917 7,118 -- -- 1,936,916
Net appreciation (depreciation)
in fair value of investments (37,507) 63,245 -- -- -- 13,143,738
------------ ------------ ------------ ------------ ------------ ------------
Total additions 184,702 215,690 7,118 -- -- 19,076,452
------------ ------------ ------------ ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 34,174 20,377 -- -- 29,959 2,735,339
Administrative expenses 61 57 -- -- -- 5,960
------------ ------------ ------------ ------------ ------------ ------------
Total deductions 34,235 20,434 -- -- 29,959 2,741,299
------------ ------------ ------------ ------------ ------------ ------------
Net transfers between funds and plans 217,713 278,503 849 162,454 165,029 (911,887)
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets
available for benefits 368,180 473,759 7,967 162,454 135,070 15,423,266
Net assets available for benefits,
Beginning of year 492,008 494,144 6,229 -- 2,630,890 60,333,440
------------ ------------ ------------ ------------ ------------ ------------
End of year $ 860,188 $ 967,903 $ 14,196 $ 162,454 $ 2,765,960 $ 75,756,706
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 10
________________________________________________________________________________
1. Description of the plan
Plan Merger
Effective December 31, 1997, Central Illinois Public Service Company (the
Company) and Union Electric Company became wholly-owned subsidiaries of
Ameren Corporation (Ameren), a holding company formed upon completion of
the merger between Union Electric Company and CIPSCO Incorporated (the
Merger). Effective October 27, 1998, Central Illinois Public Service
Company merged the Central Illinois Public Service Company Employee
Long-Term Savings Plan (the Plan) with the Union Electric Savings
Investment Plan to form the Ameren Corporation Savings Investment Plan.
During October 1998, the net assets available for plan benefits of the
Plan were transferred into the Ameren Corporation Savings Investment
Plan. The merger did not retroactively or adversely affect the rights of
any participant or beneficiary of the Plan.
General
The following description of the Plan provides only general information.
For a more complete description of the Plan's provisions, a copy of the
Plan document is available upon request from the Plan Administrator.
The Company adopted the Plan on April 1, 1984, to provide a systematic
means by which certain eligible employees of the Company and of Ameren
Services Company, another wholly-owned subsidiary of Ameren, may adopt a
regular savings program and secure federal income tax benefits resulting
from participation in the Plan. The Plan is a defined contribution plan
subject to the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan provides for the investment in certain funds held under the Plan
for each participating employee (the Participant).
A committee (the Committee) consisting of at least three persons
appointed by the Company administers the Plan. The Committee has the
power to adopt rules and regulations as deemed necessary or advisable to
carry out the 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 in this capacity as a member of the Committee.
Merrill Lynch Trust Company of America (the Trustee) served as trustee
under terms of the Master Trust prior to the Plan merger.
Participation
The Plan covers substantially all employees of the Company and certain
employees of Ameren Services Company, who are receiving regular salary or
wages (except employees who are part of the collective bargaining unit)
and are at least 21 years of age. There were no active participants in
the Plan at October 27, 1998 (see Plan Merger in Note 1 of Notes to
Financial Statements). Participation by eligible employees is voluntary.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 11
________________________________________________________________________________
Contributions
The Plan permits a participant to make contributions to the Plan through
payroll reductions from 1% up to 15% of the Participant's compensation
(as defined). In order to insure compliance with applicable
nondiscrimination requirements of the Internal Revenue Code the
Committee, in accordance with the Plan, 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 $10,000
in 1998 and $9,500 in 1997. The Company transfers 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 October
27, 1998, the Plan had no provisions for matching funds from the
Employers. 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.
Vesting
The amounts in a Participant's account are fully vested at all times.
Since the Company does not contribute to the Plan, there are no
forfeitures.
Investment options
Ameren Common Stock Fund - This fund invests in shares of Ameren
Corporation common stock which the trustee purchases in the open market
from time to time. Upon consummation of the Merger, the common
stockholders of CIPSCO received 1.03 shares of Ameren Corporation common
stock, par value $.01 per share, for each share of CIPSCO common stock
and became stockholders of Ameren. All activity in the Common Stock Fund
is reported in these financial statements as Ameren Corporation common
stock activity, regardless of whether the transaction was CIPSCO or
Ameren Corporation common stock.
Bond Index Fund - Funds are invested in the Barclays Global Investors
Government/Corporate Bond Index Fund 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.
Standard & Poor's (S&P) 500 Equity Index Fund - Funds are 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
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 12
________________________________________________________________________________
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.
Money Market Fund - Funds are invested in the Barclays Global Investors
Money Market Fund for Employee Benefit Trusts, 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 participation or variable rate demand
notes and repurchase agreements.
Growth Equity Fund - Funds are invested 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.
Merrill Lynch Retirement Preservation Trust - Funds are invested
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 - Funds are invested 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.
Merrill Lynch Global Allocation Fund - Class A Shares - This fund 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.
Merrill Lynch Capital Fund - This 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.
Participant Loan Fund - This fund consists of amounts loaned to
participants as provided for in the Plan.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 13
________________________________________________________________________________
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 Plan, 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.
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 Participants, but have
not yet been distributed by the Plan, are included in net assets
available for benefits. There were no amounts requested for withdrawal by
Participants, but not yet distributed by the Plan as of October 27, 1998
or December 31, 1997.
Plan termination
The Company has a right to terminate the Plan 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.
2. Summary of significant accounting policies
Basis of accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net assets
during the reporting period. Actual results could differ from those
estimates.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 14
________________________________________________________________________________
Pending settlements
Pending settlements represent accrued income from sales transactions for
which the trade date is prior to October 27 and the settlement date is
subsequent to October 27.
Payroll withholdings
Payroll withholdings represent accrued contributions and employee loan
repayments that are owed to the Plan as of October 27.
Investments
All investments are presented at fair value as of October 27, 1998 and
December 31, 1997. The fair value of the Ameren 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, which approximates market.
Participant loans are valued at cost which approximates fair market
value.
Income
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Gains and losses on security transactions are recorded on the trade date.
Net unrealized appreciation or depreciation for the year is reflected in
Net appreciation (depreciation) of investments on the Statement of
Changes in Net Assets Available for Benefits.
Expenses
In general, expenses to administer the Plan, including fees and expenses
of the Trustee, are paid by the Company, except as provided for in the
Plan. All transaction fees of an investment fund are paid from the assets
of that investment fund.
Benefit payments
Benefit payments are recorded when paid.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 15
________________________________________________________________________________
3. Investments
The following table presents investments of the Plan prior to the
transfer of assets to the Ameren Corporation Savings Investment Plan.
Investments that represent five percent or more of the Plan's net assets
available for benefits at October 27, 1998 and December 31, 1997 are
identified separately.
<TABLE>
<CAPTION>
October 27, December 31,
1998 1997
---- ----
Investments at Fair Value as
Determined by Quoted Market Price
<S> <C> <C>
Ameren Common Stock $14,384,760 $17,829,879
Common/Collective Trusts:
S&P 500 Equity Index Fund 17,802,159 18,158,172
Govt/Corp Bond Index Fund 4,497,904 3,934,190
Money Market Fund 7,314,763 5,990,361
Growth Equity Fund 21,051,404 21,488,535
Merrill Lynch Retirement
Preservation Trust 2,796,635 1,130,551
----------- -----------
Total Common/Collective Trusts 53,462,865 50,701,809
Mutual Funds:
AIM Value Fund 2,224,239 2,225,846
Merrill Lynch Global Allocation Fund --
Class A 660,280 854,281
Merrill Lynch Capital Fund -- Class A 1,784,876 962,444
----------- -----------
Total Mutual Funds 4,669,395 4,042,571
Loans to Participants 2,653,559 2,846,056
----------- -----------
Total Investments $75,170,579 $75,420,315
=========== ===========
</TABLE>
4. Transactions with parties-in-interest
At October 27, 1998, the Plan held Ameren Corporation common stock with a
cost and market value of $10,544,045 and $14,384,760, respectively, prior
to the transfer of assets to the Ameren Corporation Savings Investment
Plan. For the period from January 1, 1998 through October 27, 1998, the
Plan purchased shares at a cost of $3,370,475 and sold shares valued at
$20,214,387, resulting in a net realized gain of $4,991,841. The Plan
also distributed shares valued at $426,362 to persons withdrawing from
the Plan.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 16
________________________________________________________________________________
At December 31, 1997, the Plan held Ameren Corporation common stock with
a cost and market value of $12,147,757 and $17,829,879, respectively.
During 1997, the Plan purchased shares at a cost of $2,971,721 and sold
shares valued at $3,828,079, resulting in a net realized gain of
$603,702. The Plan also distributed shares valued at $411,814 to persons
withdrawing from the Plan.
The Plan held $2,796,635 and $1,130,551 in the Merrill Lynch Retirement
Preservation Trust at October 27, 1998 (prior to the transfer of assets
to the Ameren Corporation Savings Investment Plan) and December 31, 1997,
respectively. This Fund is a collective trust fund with book value
approximating market.
At October 27, 1998, the Plan held shares in the Merrill Lynch Capital
Fund - Class A with a cost and market value of $1,871,920 and $1,784,876,
prior to the transfer of assets to the Ameren Corporation Savings
Investment Plan. For the period from January 1, 1998 through October 27,
1998, the Plan purchased shares at a cost of $1,453,373 and sold shares
valued at $2,269,115, resulting in a net realized loss of $83,761.
At December 31, 1997, the Plan held shares in the Merrill Lynch Capital
Fund - Class A with a cost and market value of $899,503 and $962,444,
respectively. During 1997, the Plan purchased shares at a cost of
$2,393,387 and sold shares valued at $1,983,054, resulting in a net
realized gain of $531,798.
At October 27, 1998, the Plan held shares in the Merrill Lynch Equity
Index Trust with a cost and market value of $11,018,642 and $17,802,159,
prior to the transfer of assets to the Ameren Corporation Savings
Investment Plan. For the period from January 1, 1998 through October 27,
1998, the Plan purchased shares at a cost of $3,098,628 and sold shares
valued at $22,432,441, resulting in a net realized gain of $8,442,561.
At December 31, 1997, the Plan held shares in the Merrill Lynch Index
Trust with a cost and market value of $899,503 and $962,444,
respectively. During 1997, the Plan purchased shares at a cost of
$2,393,387 and sold shares valued at $1,983,054, resulting in a net
realized gain of $531,798.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
5. Federal income tax status
The Plan is intended to qualify as a deferred compensation plan under
sections 401 (a) and 401 (k) of the Internal Revenue Code of 1986.
Qualification of the Plan 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,
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan
Notes to Financial Statements
October 27, 1998
Page 17
________________________________________________________________________________
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 a
favorable determination letter from the Internal Revenue Service dated
July 29, 1996 concerning the qualification of the 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 Plan was designed and was operated in compliance with requirements of
the Internal Revenue Code and that the Plan was tax exempt as of the
financial statement date.
Discussions of the federal income tax consequences of the Plans,
including consequences on distributions of Participant's account, are
contained in the Company's Employee Long-Term Savings Plan Summary Plan
Description and Information Statement (dated June 27, 1995).
6. Participation in Master Trust
The Central Illinois Public Service Company Master Long-Term Savings
Trust (the Master Trust) was established April 1, 1985 to serve as the
funding medium for the Plan and for the other separate Employee Long-Term
Savings Plans which are for the IUOE No. 148 and the IBEW No. 702
collective bargaining units. These separate Plans are not included in
this report and are shown separately in their own reports. At December
31, 1998 the Plan had no interest in the net assets of the master trust.
At December 31, 1997, the Plan's interest in the net assets of the master
trust was approximately 62%.
The master trusts' Statement of Net Assets at December 31, 1998 and 1997,
and Statement of Changes in Net Assets for the Year Ended December 31,
1998 and 1997, are detailed on the following pages.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Master Long-Term Savings Trust
Statement of Net Assets Available for Benefits
Decembr 31, 1998 and 1997
Page 18
________________________________________________________________________________
<TABLE>
<CAPTION>
December 31,
1998 1997
------------- -------------
Investments, at fair value:
<S> <C> <C>
Ameren Common Stock Fund $ 18,123,511 $ 36,805,946
Bond Index Fund 1,783,429 5,452,036
Money Market Fund 4,526,474 9,288,591
Growth Equity Fund 10,347,700 29,244,841
Standard & Poor's (S&P) 500 Equity Index Fund 11,816,384 26,667,330
Merrill Lynch Retirement Preservation Trust 1,924,488 1,739,564
AIM Value Fund 2,138,823 3,307,802
Merrill Lynch Global Allocation Fund 346,163 1,152,945
Merrill Lynch Capital Fund 534,042 1,343,244
Participant Loan Fund 2,586,939 5,167,490
------------- -------------
Total investments 54,127,953 120,169,789
Cash (10,616) (1,513)
Receivables:
Pending Settlement 498 231,825
Payroll withholdings 222,156 447,815
Interest and Dividends 24,532 57,671
------------- -------------
Net assets available for benefits $ 54,364,523 $ 120,905,587
============= =============
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Master Long-Term Savings Trust
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1998 and 1997
Page 19
________________________________________________________________________________
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997
Additions:
<S> <C> <C>
Employee contributions $ 7,238,215 $ 8,442,643
Employer contributions 232,397 117,172
Investment income 3,025,572 3,349,273
Net appreciation of investments 7,803,511 20,848,089
------------- -------------
Total additions 18,299,695 32,757,177
------------- -------------
Deductions:
Distributions 9,659,880 4,570,592
Administrative expenses 10,482 13,200
------------- -------------
Total deductions 9,670,362 4,583,792
------------- -------------
Increase in net assets available for benefits 8,629,333 28,173,385
Net assets available for benefits
Beginning of year 120,905,587 92,732,202
------------- -------------
End of year 129,534,920 120,905,587
Net assets transferred out (75,170,397) --
------------- -------------
Net assets $ 54,364,523 $ 120,905,587
============= =============
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II
Employee Long-Term Savings Plan
Line 27d - Schedule of Reportable Transactions<F1>
For the period from January 1, 1998 through October 27, 1998
Page 1
________________________________________________________________________________
<TABLE>
<CAPTION>
(f) Expense
incurred
(a)Identity of Party/ (c) Purchase (d) Selling (e) Lease with
(b)Description of Investment Price Price Rental transaction
<S> <C> <C> <C> <C>
<F2>Ameren Common Stock $ 3,370,475 $ -- $ -- $ --
<F2>Ameren Common Stock -- 20,214,387 -- --
BGI Bond Index Fund 1,165,060 -- -- --
BGI Bond Index Fund -- 5,492,530 -- --
BGI Money Market Fund 4,535,362 -- -- --
BGI Money Market Fund -- 10,524,850 -- --
<F2>Merrill Lynch Equity Index Trust 3 3,098,628 -- -- --
<F2>Merrill Lynch Equity Index Trust 3 -- 22,432,441 -- --
Growth Equity Fund 1,813,833 -- -- --
Growth Equity Fund -- 24,151,099 -- --
<F2>Merrill Lynch Ret. Preservation Trust 2,717,716 -- -- --
<F2>Merrill Lynch Ret. Preservation Trust -- 3,930,505 -- --
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current value
of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Party-in-interest Transaction
</FN>
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II
Employee Long-Term Savings Plan
Line 27d - Schedule of Reportable Transactions<F1>
For the period from January 1, 1998 through October 27, 1998
Page 1 - continued
________________________________________________________________________________
<TABLE>
<CAPTION>
Current
value of asset
(a)Identity of Party/ (g) Cost of (h) on transaction (i) Net Gain
(b)Description of Investment Asset date or (Loss)
<S> <C> <C> <C>
<F2>Ameren Common Stock $ 3,370,475 $ 3,370,475 $ --
<F2>Ameren Common Stock 15,222,546 20,214,387 4,991,841
BGI Bond Index Fund 1,165,060 1,165,060 --
BGI Bond Index Fund 4,365,045 5,492,530 1,127,485
BGI Money Market Fund 4,535,362 4,535,362 --
BGI Money Market Fund 10,524,850 10,524,850 --
<F2>Merrill Lynch Equity Index Trust 3 3,098,628 3,098,628 --
<F2>Merrill Lynch Equity Index Trust 3 13,989,880 22,432,441 8,442,561
Growth Equity Fund 1,813,833 1,813,833 --
Growth Equity Fund 14,818,597 24,151,099 9,332,502
<F2>Merrill Lynch Ret. Preservation Trust 2,717,716 2,717,716 --
<F2>Merrill Lynch Ret. Preservation Trust 3,930,505 3,930,505 --
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current value
of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Party-in-interest Transaction
</FN>
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II
Employee Long-Term Savings Plan
Line 27d - Schedule of Reportable Transactions<F1>
For the period from January 1, 1998 through October 27, 1998
Page 2
________________________________________________________________________________
<TABLE>
<CAPTION>
(f) Expense
incurred
(a)Identity of Party/ (c) Purchase (d) Selling (e) Lease with
(b)Description of Investment Price Price Rental transaction
<S> <C>
AIM Value Fund 967,489 - - -
AIM Value Fund - 3,228,867 - -
<F2>Merrill Lynch Capital Fund Class A 1,453,373 - - -
<F2>Merrill Lynch Capital Fund Class A - 2,269,115 - -
Loan Fund 708,540 - - -
Loan Fund - 3,550,482 - -
Pending Settlement Fund 7,589,750 - - -
Pending Settlement Fund - 7,752,205 - -
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current value
of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Party-in-interest Transaction
</FN>
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II
Employee Long-Term Savings Plan
Line 27d - Schedule of Reportable Transactions<F1>
For the period from January 1, 1998 through October 27, 1998
Page 2 - continued
________________________________________________________________________________
<TABLE>
<CAPTION>
Current
value of asset
(a)Identity of Party/ (g) Cost of (h) on transaction (i) Net Gain
(b)Description of Investment Asset date or (Loss)
<S> <C> <C> <C>
AIM Value Fund 967,489 967,489 -
AIM Value Fund 3,029,179 3,228,867 199,688
<F2>Merrill Lynch Capital Fund Class A 1,453,373 1,453,373 -
<F2>Merrill Lynch Capital Fund Class A 2,352,876 2,269,115 (83,761)
Loan Fund 708,540 708,540 -
Loan Fund 3,550,482 3,550,482 -
Pending Settlement Fund 7,589,750 7,589,750 -
Pending Settlement Fund 7,752,205 7,752,205 -
<FN>
<F1> Transactions or series of transactions in excess of 5% of the current value
of the Plan's assets as of December 31, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<F2> Party-in-interest Transaction
</FN>
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY
EMPLOYEE LONG-TERM
SAVINGS PLAN
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Jean M. Hannis
Jean M. Hannis
Vice President
June 29, 1999
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
----------- ----------------------------------
23 Consent of Independent Accountants
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-43743) of Central Illinois Public Service Company
of our report dated June 25, 1999 on the financial statements of the Central
Illinois Public Service Company Long-Term Savings Plan for the period from
January 1, 1998 to October 27, 1998, which is included in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 29, 1999
