<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 - IBEW NO. 702
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN - IBEW NO. 702
Report, Financial Statements and Additional Information
December 31, 1998
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Report, Financial Statements and Additional Information
Index
December 31, 1998
________________________________________________________________________________
Page
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits
with Fund Information at December 31, 1998
and December 31, 1997 2 - 5
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the years ended December 31, 1998
and December 31, 1997 6 - 9
Notes to Financial Statements 10 - 19
Additional Information*:
Line 27a - Schedule of Assets Held for
Investment Purposes at December 31, 1998 Schedule I
Line 27d - Schedule of Reportable
Transactions for the year ended
December 31, 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,
IBEW No. 702
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, IBEW No. 702 at December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended, 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 Pla'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 - IBEW No. 702
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1998
Page 2
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth S&P 500 Retirement AIM
Stock Index Market Equity Equity Preserv. Value
Fund Fund Fund Fund Index Fund Trust Fund
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $8,546,226 $1,044,257 $1,379,710 $6,408,322 $7,285,868 $ 323,867 $1,727,473
Dividends and interest receivable 1,541 275 134 913 872 234 577
Contributions receivable:
Participant 43,790 7,745 7,039 33,972 39,069 2,832 15,597
Employer 4,370 697 601 3,117 3,733 187 1,233
---------- ---------- ---------- ---------- ---------- ---------- ----------
48,160 8,442 7,640 37,089 42,802 3,019 16,830
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $8,595,927 $1,052,974 $1,387,484 $6,446,324 $7,329,542 $ 327,120 $1,744,880
========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
Statement of Net Assets Available for Benefits, with Fund Information(continued)
December 31, 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 $ 269,117 $ 356,484 $ (10,484) $ 483 $ 1,373,224 $28,704,547
Dividends and interest receivable 138 121 7,809 -- -- 12,614
Contributions receivable:
Participant 3,842 4,811 -- -- (18,663) 140,034
Employer 304 445 -- -- -- 14,687
----------- ----------- ----------- ----------- ----------- -----------
4,146 5,256 -- -- (18,663) 154,721
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 273,401 $ 361,861 $ (2,675) $ 483 $ 1,354,561 $28,871,882
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1997
Page 4
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth S&P 500 Retirement AIM
Stock Index Market Equity Equity Preserv. Value
Fund Fund Fund Fund Index Fund Trust Fund
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $8,137,853 $ 904,447 $1,096,019 $4,552,267 $4,907,904 $ 181,950 $ 825,729
Dividends and interest receivable 2,951 374 188 1,425 1,516 13 451
Contributions receivable:
Participant 84,427 11,413 8,828 46,689 49,797 888 11,201
Employer 4,971 670 576 2,827 3,015 54 670
---------- ---------- ---------- ---------- ---------- ---------- ----------
89,398 12,083 9,404 49,516 52,812 942 11,871
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $8,230,202 $ 916,904 $1,105,611 $4,603,208 $4,962,232 $ 182,905 $ 838,051
========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
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 $ 201,649 $ 228,961 $ (320) $ 53,379 $ 1,094,565 $22,184,403
Dividends and interest receivable 146 103 5,503 -- -- 12,670
Contributions receivable:
Participant 5,107 4,960 -- -- (36,531) 186,779
Employer 322 308 -- -- -- 13,413
----------- ----------- ----------- ----------- ----------- -----------
5,429 5,268 -- -- (36,531) 200,192
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 207,224 $ 234,332 $ 5,183 $ 53,379 $ 1,058,034 $22,397,265
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1998
Page 6
________________________________________________________________________________
<TABLE>
<CAPTION>
Ameren
Common Bond Money Growth S&P 500 Retirement AIM
Stock Index Market Equity Equity Preserv. Value
Fund Fund Fund Fund Index Fund Trust Fund
Additions to net assets attributed to:
<S> <C> <C> <C> <C> <C> <C> <C>
Participant contributions $ 879,100 $ 158,776 $ 121,159 $ 750,180 $ 835,077 $ 38,146 $ 284,293
Employee contributions 70,148 11,376 9,427 50,037 57,979 2,562 18,291
Dividends and interest 516,349 4,756 67,481 19,718 23,125 13,446 115,443
Net appreciation (depreciation)
in fair value of investments (36,167) 86,653 -- 1,170,296 1,560,614 -- 294,460
----------- ---------- ---------- ----------- ----------- --------- ---------
Total additions 1,429,430 261,561 198,067 1,990,231 2,476,795 54,154 712,487
----------- ---------- ---------- ----------- ----------- --------- ---------
Deductions from net assets
attributed to:
Distributions 348,053 34,444 37,203 68,054 128,537 6,793 56,909
Administrative expenses 2,034 164 103 804 1,289 55 195
----------- ----------- --------- ----------- ----------- --------- ---------
Total deductions 350,087 34,608 37,306 68,858 129,826 6,848 57,104
----------- ----------- --------- ----------- ----------- --------- ---------
Net transfers between funds and plans (713,618) (90,883) 121,112 (78,257) 20,341 96,909 251,446
----------- ----------- --------- ----------- ----------- --------- ---------
Increase in net assets
available for benefits 365,725 136,070 281,873 1,843,116 2,367,310 144,215 906,829
Net assets available for benefits,
Beginning of year 8,230,202 916,904 1,105,611 4,603,208 4,962,232 182,905 838,051
----------- ----------- --------- ----------- ----------- --------- ---------
End of year $ 8,595,927 $ 1,052,974 $ 1,387,484 $ 6,446,324 $ 7,329,542 $ 327,120 $ 1,744,880
----------- ----------- ----------- ----------- ----------- ----------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
Statement of Changes in Net Assets Available for Benefits,
with Fund Information (continued)
For the Year Ended December 31, 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 $ 85,414 $ 104,845 $ -- $ -- $ -- $ 3,256,990
Employe contributions 5,426 7,151 -- -- -- 232,397
Dividends and interest 32,972 22,123 2,306 -- -- 817,719
Net appreciation (depreciation)
in fair value of investments (28,267) (1,728) -- -- -- 3,045,861
------------ ------------ ------------ ------------ ------------ ------------
Total additions 95,545 132,391 2,306 -- -- 7,352,967
------------ ------------ ------------ ------------ ------------ ------------
Deductions from net assets
attributed to:
Distributions 16,164 9,635 -- -- 35,045 740,837
Administrative expenses 24 53 -- -- -- 4,721
------------ ------------ ------------ ------------ ------------ ------------
Total deductions 16,188 9,688 -- -- 35,045 745,558
------------ ------------ ------------ ------------ ------------ ------------
Net transfers between funds and plans (13,180) 4,826 (10,164) (52,896) 331,572 (132,792)
------------ ------------ ------------ ------------ ----------- -----------
Increase (decrease) in net assets
available for benefits 66,177 127,529 (7,858) (52,896) 296,527 6,474,617
Net assets available for benefits,
Beginning of year 207,224 234,332 5,183 53,379 1,058,034 22,397,265
------------ ------------ ------------ ------------ ------------ ------------
End of year $ 273,401 $ 361,861 $ (2,675) $ 483 $ 1,354,561 $ 28,871,882
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
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 S&P 500 Retirement AIM
Stock Index Market Equity Equity Preserv. Value
Fund Fund Fund Fund Index Fund Trust Fund
Additions to net assets attributed to:
<S> <C> <C> <C> <C> <C> <C> <C>
Participant contributions $ 1,140,575 $ 157,739 $ 125,818 $ 656,834 $ 686,614 $ 13,487 $ 152,186
Employer contributions 43,417 5,872 5,074 24,708 26,363 478 5,817
Dividends and interest 415,322 4,193 48,129 14,193 16,557 6,884 78,928
Net appreciation (depreciation)
in fair value of investments 1,553,870 78,841 -- 1,040,375 1,204,279 -- 38,944
----------- --------- ----------- ----------- ----------- --------- ---------
Total additions 3,153,184 246,645 179,021 1,736,110 1,933,813 20,849 275,875
----------- --------- ----------- ----------- ----------- --------- ---------
Deductions from net assets
attributed to:
Distributions 444,314 21,218 27,186 192,110 225,012 -- 4,720
Administrative expenses 2,168 118 217 880 1,029 2 152
----------- --------- ----------- ----------- ----------- --------- ---------
Total deductions 446,482 21,336 27,403 192,990 226,041 2 4,872
----------- --------- ----------- ----------- ----------- --------- ---------
Net transfers between funds and plans (750,740) 89,483 268,285 287,967 288,159 50,244 172,852
----------- --------- ----------- ----------- ---------- --------- ---------
Increase in net assets
available for benefits 1,955,962 314,792 419,903 1,831,087 1,995,931 71,091 443,855
Net assets available for benefits,
Beginning of year 6,274,240 602,112 685,708 2,772,121 2,966,301 111,814 394,196
----------- --------- ----------- ----------- ----------- --------- ---------
End of year $ 8,230,202 $ 916,904 $ 1,105,611 $ 4,603,208 $ 4,962,232 $ 182,905 $ 838,051
----------- --------- ----------- ----------- ----------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW No. 702
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 $ 74,478 $ 75,440 $ -- $ -- $ -- $ 3,083,171
Employer contributions 2,769 2,674 -- -- -- 117,172
Dividends and interest 26,081 18,573 2,242 -- -- 631,102
Net appreciation (depreciation)
in fair value of investments (9,445) 15,894 -- -- -- 3,922,758
----------- ----------- ----------- ----------- ----------- -----------
Total additions 93,883 112,581 2,242 -- -- 7,754,203
----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Distributions -- -- -- -- 24,747 939,307
Administrative expenses 71 43 40 -- -- 4,720
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 71 43 40 -- 24,747 944,027
----------- ----------- ----------- ----------- ----------- -----------
Net transfers between funds and plans (12,230) (4,697) 844 53,358 313,089 756,614
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets
available for benefits 81,582 107,841 3,046 53,358 288,342 7,566,790
Net assets available for benefits,
Beginning of year 125,642 126,491 2,137 21 769,692 14,830,475
----------- ----------- ----------- ----------- ----------- -----------
End of year $ 207,224 $ 234,332 $ 5,183 $ 53,379 $ 1,058,034 $22,397,265
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 10
________________________________________________________________________________
1. Description 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 Central Illinois Public Service Company (the Company) is an Illinois
corporation which is a wholly-owned subsidiary of Ameren Corporation
(Ameren), a holding company formed upon completion of the merger between
Union Electric Company and CIPSCO Incorporated (the Merger). The Company
adopted the Employee Long-Term Savings Plan - IBEW No. 702 (the Plan) on
January 1, 1990, to provide a systematic means by which certain eligible
employees of the Company 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) serves as trustee
under terms of the Master Trust.
Participation
Each employee of the Company receiving regular salary or wages who is
part of the IBEW Local No. 702 collective bargaining unit and 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. The total number of active participants in the Plan at
December 31, 1998 was approximately 566.
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
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 11
________________________________________________________________________________
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. The Company shall make a
matching contribution equal to 15% of the amount of compensation
reduction contributions, not to exceed 5% of the participant's
compensation while an active participant for such payroll period.
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 Company contributions vest immediately, forfeitures are not
applicable.
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 ownershi 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.
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
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 12
________________________________________________________________________________
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.
Plan Withdrawals/Loans
No withdrawals from a Participant's account are permitted while the
Participant continues to be employed by the Company 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
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 13
________________________________________________________________________________
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 December 31, 1998
or 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
available for benefits during the reporting period. Actual results could
differ from those estimates.
Pending settlements
Pending settlements represent accrued income from sales transactions for
which the trade date is prior to December 31 and the settlement date is
subsequent to December 31.
Payroll withholdings
Payroll withholdings represent accrued contributions and employee loan
repayments that are owed to the Plan as of December 31.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 14
________________________________________________________________________________
Investments
All investments are presented at fair value as of December 31, 1998 and
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 - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 15
________________________________________________________________________________
3. Investments
The following table presents investments of the Plan. Investments that
represent five percent or more of the Plan's net assets available for
benefits at December 31, 1998 and 1997 are separately identified.
<TABLE>
<CAPTION>
December 31,
1998 1997
---- ----
Investments at Fair Value as
Determined by Quoted Market Price
<S> <C> <C>
Ameren Common Stock $ 8,546,226 $ 8,137,853
Common/Collective Trusts:
S&P 500 Equity Index Fund 7,285,868 4,907,904
Govt/Corp Bond Index Fund 1,044,257 904,447
Money Market Fund 1,379,710 1,096,019
Growth Equity Fund 6,408,322 4,552,267
Merrill Lynch Retirement
Preservation Trust 323,867 181,950
----------- -----------
Total Common/Collective Trusts 16,442,024 11,642,587
Mutual Funds:
AIM Value Fund 1,727,473 825,729
Merrill Lynch Global Allocation Fund --
Class A 269,117 201,649
Merrill Lynch Capital Fund -- Class A 356,484 228,961
----------- -----------
Total Mutual Funds 2,353,074 1,256,339
Loans to Participants 1,373,224 1,094,565
----------- -----------
Total Investments $28,714,548 $22,131,344
=========== ===========
</TABLE>
4. Transactions with parties-in-interest
At December 31, 1998, the Plan held Ameren Corporation common stock with
a cost and market value of $6,751,530 and $8,546,226, respectively.
During 1998, the Plan purchased shares at a cost of $2,472,489 and sold
shares valued at $1,844,516, resulting in a net realized gain of
$241,855. The Plan also distributed shares valued at $129,854 to persons
withdrawing from the Plan.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 16
________________________________________________________________________________
At December 31, 1997, the Plan held Ameren Corporation common stock with
a cost and market value of $6,043,801 and $8,137,853, respectively.
During 1997, the Plan purchased shares at a cost of $2,010,372 and sold
shares valued at $1,705,055, resulting in a net realized gain of
$178,459. The Plan also distributed shares valued at $138,959 to persons
withdrawing from the Plan.
The Plan held $323,867 and $181,950 in the Merrill Lynch Retirement
Preservation Trust at December 31, 1998 and 1997, respectively. This Fund
is a collective trust fund with book value approximating market.
At December 31, 1998, the Plan held shares in the Merrill Lynch Equity
Index Trust with a cost and market value of $4,281,895 and $7,285,868,
respectively. During 1998, the Plan purchased shares at a cost of
$1,740,060 and sold shares valued at $924,415, resulting in a net
realized gain of $268,437.
At December 31, 1997, the Plan held shares in the Merrill Lynch Equity
Index Trust with a cost and market value of $3,196,108 and $4,907,904,
respectively. During 1997, the Plan purchased shares at a cost of
$1,021,810 and sold shares valued at $489,105, resulting in a net
realized gain of $154,430.
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, 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 is currently designed
and is being operated in compliance with requirements of the Internal
Revenue Code and that the Plan is 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).
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IBEW NO. 702
Notes to Financial Statements
December 31, 1998
Page 17
________________________________________________________________________________
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 executive and wage and salary groups and
the members of the IUOE No. 148 collective bargaining unit. These
separate Plans are not included in this report and are shown separately
in their own reports. At December 31, 1998 and 1997, the Plan's interest
in the net assets of the master trust was approximately 53% and 19%,
respectively.
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
December 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 I
Employee Long-Term Savings Plan - IBEW No. 702
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
________________________________________________________________________________
<TABLE>
<CAPTION>
December 31, 1998
Identity of Issue/Description
of Investment Cost Fair Value
Common Stock
<S> <C> <C>
<F1>Ameren Corporation, $.01 par $ 6,751,530 $ 8,546,226
Common / Collective Trusts
Barclay's Global Investors Money Market Fund 1,379,709 1,379,710
Barclay's Global Investors Govt/Corp Bond Index 851,878 1,044,257
<F1> Merrill Lynch Retirement Preservation Trust 323,867 323,867
<F1> Merrill Lynch Equity Index Trust 3 4,281,895 7,285,868
Growth Equity Fund 3,769,445 6,408,322
----------- -----------
10,606,794 16,442,024
Mutual Funds
AIM Value Fund 1,418,158 1,727,473
<F1> Merrill Lynch Global Allocation Fund Class A 307,700 269,117
<F1> Merrill Lynch Capital Fund Class A 349,708 356,484
----------- -----------
2,075,566 2,353,074
Participant Loans
<F1> Loans to Participants
(Interest rates ranging from 7% to 9.75%) 1,373,223 1,373,224
----------- -----------
TOTAL INVESTMENTS $20,807,113 $28,714,548
=========== ===========
<FN>
<F1> Represents a party-in-interest
</FN>
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II
Employee Long-Term Savings Plan - IBEW No. 702
Item 27d - Schedule of Reportable Transactions<F1>
For the Year Ended December 31, 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 $2,472,489 $ -- $ -- $ --
<F2>Ameren Common Stock -- 1,844,516 -- --
BGI Money Market Fund 974,684 -- -- --
BGI Money Market Fund -- 691,868 -- --
<F2>Merrill Lynch Equity Index Trust 3 1,740,060 -- -- --
<F2>Merrill Lynch Equity Index Trust 3 -- 924,415 -- --
Growth Equity Fund 1,088,206 -- -- --
Growth Equity Fund -- 404,083 -- --
<F2>Merrill Lynch Ret. Preservation Trust 673,703 -- -- --
<F2>Merrill Lynch Ret. Preservation Trust -- 449,547 -- --
AIM Value Fund 1,351,751 -- -- --
AIM Value Fund -- 744,467 -- --
<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 - IBEW No. 702
Item 27d - Schedule of Reportable Transactions<F1>
For the Year Ended December 31, 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 $2,472,489 $2,472,489 $ --
<F2>Ameren Common Stock 1,602,661 1,844,516 241,855
BGI Money Market Fund 974,684 974,684 --
BGI Money Market Fund 691,868 691,868 --
<F2>Merrill Lynch Equity Index Trust 3 1,740,060 1,740,060 --
<F2>Merrill Lynch Equity Index Trust 3 655,978 924,415 268,437
Growth Equity Fund 1,088,206 1,088,206 --
Growth Equity Fund 267,581 404,083 136,502
<F2>Merrill Lynch Ret. Preservation Trust 673,703 673,703 --
<F2>Merrill Lynch Ret. Preservation Trust 449,547 449,547 --
AIM Value Fund 1,351,751 1,351,751 --
AIM Value Fund 714,434 744,467 30,033
<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 - IBEW No. 702
Item 27d - Schedule of Reportable Transactions<F1>
For the Year Ended December 31, 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> <C> <C> <C>
Loan Fund 794,100 -- - -
Loan Fund -- 519,556 - -
Pending Settlement Fund 1,923,800 -- - -
Pending Settlement Fund -- 1,976,696 - -
<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 - IBEW No. 702
Item 27d - Schedule of Reportable Transactions<F1>
For the Year Ended December 31, 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>
Loan Fund 794,100 794,100 --
Loan Fund 519,556 519,556 --
Pending Settlement Fund 1,923,800 1,923,800 --
Pending Settlement Fund 1,976,696 1,976,696 --
<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 - IBEW NO. 702
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, IBEW No. 702 for the
year ended December 31, 1998, which is included in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 29, 1999
<PAGE>
