<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 - IUOE NO. 148
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN - IUOE NO. 148
Report, Financial Statements and Additional Information
December 31, 1998
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
Report, Financial Statements and Additional Information
Index
December 31, 1998
________________________________________________________________________________
Note: 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 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 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,
IUOE No. 148
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, IUOE No. 148 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 Pla'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 - IUOE No. 148
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 $9,577,285 $ 739,172 $3,146,764 $3,939,378 $4,530,516 $1,600,621 $ 411,350
Dividends and interest receivable 1,989 151 1,059 783 1,471 49 126
Contributions receivable (participant) 30,837 2,869 12,475 16,602 20,806 4,094 3,416
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $9,610,111 $ 742,192 $3,160,298 $3,956,763 $4,552,793 $1,604,764 $ 414,892
========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $ 77,046 $ 177,558 $ (132) $ 15 $ 1,213,715 $25,413,288
Dividends and interest receivable 15 57 6,218 -- -- 11,918
Contributions receivable (participant) 873 1,196 -- -- (25,733) 67,435
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 77,934 $ 178,811 $ 6,086 $ 15 $ 1,187,982 $25,492,641
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $10,838,214 $ 613,399 $ 2,202,211 $ 3,204,039 $ 3,601,254 $ 427,063 $ 256,227
Dividends and interest receivable 3,705 225 1,336 1,217 1,372 29 158
Contributions receivable (participant) 52,481 3,418 15,560 19,682 19,704 1,503 3,067
----------- --------- ----------- ----------- ----------- --------- -----------
Net assets available for benefits $10,894,400 $ 617,042 $ 2,219,107 $ 3,224,938 $ 3,622,330 $ 428,595 $ 259,452
=========== ========= =========== =========== =========== ========= ===========
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $ 97,015 $ 151,839 $ (361) $ 15,992 $ 1,226,869 $22,633,761
Dividends and interest receivable 28 20 3,212 -- -- 11,302
Contributions receivable (participant) 1,326 1,199 -- -- (11,387) 106,553
----------- ----------- --------- --------- ----------- -----------
Net assets available for benefits $ 98,369 $ 153,058 $ 2,851 $ 15,992 $ 1,215,482 $22,751,616
=========== =========== ========= ========= =========== ===========
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $ 545,099 $ 48,110 $ 147,574 $ 248,123 $ 300,461 $ 52,747 $ 62,589
Dividends and interest 641,140 2,616 154,358 14,028 24,129 40,879 27,742
Net appreciation (depreciation)
in fair value of investments (57,301) 63,614 -- 770,702 1,095,170 -- 78,317
----------- --------- ----------- ----------- ----------- ----------- ---------
Total additions 1,128,938 114,340 301,932 1,032,853 1,419,760 93,626 168,648
----------- --------- ----------- ----------- ----------- ----------- ---------
Deductions from net assets
attributed to:
Distributions 742,892 104,821 448,245 89,173 120,300 -- 32,252
Administrative expenses 1,007 95 408 373 590 79 53
----------- --------- ----------- ----------- ----------- ----------- ---------
Total deductions 743,899 104,916 448,653 89,546 120,890 79 32,305
----------- --------- ----------- ----------- ----------- ----------- ---------
Net transfers between funds and plans (1,669,328) 115,726 1,087,912 (211,482) (368,407) 1,082,622 19,097
----------- --------- ---------- ----------- ----------- ----------- ---------
Increase (decrease) in net assets
available for benefits (1,284,289) 125,150 941,191 731,825 930,463 1,176,169 155,440
Net assets available for benefits,
Beginning of year 10,894,400 617,042 2,219,107 3,224,938 3,622,330 428,595 259,452
----------- --------- ----------- ----------- ----------- ----------- ---------
End of year $ 9,610,111 $ 742,192 $ 3,160,298 $ 3,956,763 $ 4,552,793 $ 1,604,764 $ 414,892
----------- --------- ----------- ----------- ----------- ------------ ---------
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $ 22,950 $ 22,751 $ -- $ -- $ -- $ 1,450,404
Dividends and interest 11,265 16,947 3,006 -- -- 936,110
Net appreciation (depreciation)
in fair value of investments (17,892) (19,277) -- -- -- 1,913,333
----------- ----------- ----------- ----------- ----------- -----------
Total additions 16,323 20,421 3,006 -- -- 4,299,847
----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Distributions -- 25,602 -- -- 43,451 1,606,736
Administrative expenses 7 28 40 -- -- 2,680
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 7 25,630 40 -- 43,451 1,609,416
----------- ----------- ----------- ----------- ----------- -----------
Net transfers between funds and plans (36,751) 30,962 269 (15,977) 15,951 50,594
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits (20,435) 25,753 3,235 (15,977) (27,500) 2,741,025
Net assets available for benefits,
Beginning of year 98,369 153,058 2,851 15,992 1,215,482 22,751,616
----------- ----------- ----------- ----------- ----------- -----------
End of year $ 77,934 $ 178,811 $ 6,086 $ 15 $ 1,187,982 $25,492,641
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $ 612,314 $ 45,158 $ 157,924 $ 225,238 $ 224,264 $ 22,694 $ 37,516
Dividends and interest 557,371 2,855 122,993 14,781 16,449 13,735 26,081
Net appreciation (depreciation)
in fair value of investments 2,026,641 55,909 -- 792,982 877,507 -- 17,517
------------ --------- ----------- ----------- ----------- --------- ---------
Total additions 3,196,326 103,922 280,917 1,033,001 1,118,220 36,429 81,114
------------ --------- ----------- ----------- ----------- --------- ---------
Deductions from net assets
attributed to:
Distributions 703,206 476 107,518 36,849 45,862 -- --
Administrative expenses 1,131 59 498 419 370 2 27
------------ --------- ----------- ----------- ----------- --------- ---------
Total deductions 704,337 535 108,016 37,268 46,232 2 27
------------ --------- ----------- ----------- ----------- --------- ---------
Net transfers between funds and plans (451,268) (2,134) 263,857 (204,152) 55,123 361,567 4,808
------------ --------- ----------- ----------- ----------- --------- ---------
Increase in net assets
available for benefits 2,040,721 101,253 436,758 791,581 1,127,111 397,994 85,895
Net assets available for benefits,
Beginning of year 8,853,679 515,789 1,782,349 2,433,357 2,495,219 30,601 173,557
------------ --------- ----------- ----------- ----------- --------- ---------
End of year $ 10,894,400 $ 617,042 $ 2,219,107 $ 3,224,938 $ 3,622,330 $ 428,595 $ 259,452
------------ --------- ----------- ----------- ----------- --------- ---------
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
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 $ 20,536 $ 18,030 $ -- $ -- $ -- $ 1,363,674
Dividends and interest 12,194 12,829 1,149 -- 818 781,255
Net appreciation (depreciation)
in fair value of investments (3,572) 14,609 -- -- -- 3,781,593
----------- ----------- ----------- ----------- ----------- -----------
Total additions 29,158 45,468 1,149 -- 818 5,926,522
----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Distributions -- -- -- -- 2,036 895,947
Administrative expenses 1 13 -- -- -- 2,520
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 1 13 -- -- 2,036 898,467
----------- ----------- ----------- ----------- ----------- -----------
Net transfers between funds and plans 844 (28,535) 1,126 15,992 138,045 155,273
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets
available for benefits 30,001 16,920 2,275 15,992 136,827 5,183,328
Net assets available for benefits,
Beginning of year 68,368 136,138 576 -- 1,078,655 17,568,288
----------- ----------- ----------- ----------- ----------- -----------
End of year $ 98,369 $ 153,058 $ 2,851 $ 15,992 $ 1,215,482 $22,751,616
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an intergral part of these financial statements.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
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 - IUOE No. 148 (the Plan) on
April 1, 1985, 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 IUOE Local No. 148 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 307.
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
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 1998
Page 11
________________________________________________________________________________
by the Participant where it is placed in a Participant's account no less
frequently than semi-monthly. As of December 31,1998, the Plan had no
provisions for matching funds from the Company. Contributions are
invested in accordance with the Participant's directions in one or more
of the Funds. Employees may make "qualifying rollover ontributions" 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 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,
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 1998
Page 12
________________________________________________________________________________
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 - IUOE NO. 148
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
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.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 1998
Page 14
________________________________________________________________________________
Payroll withholdings
Payroll withholdings represent accrued contributions and employee loan
repayments that are owed to the Plan as of December 31.
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 - IUOE NO. 148
Notes to Financial Statements
December 31, 1998
Page 15
________________________________________________________________________________
3. Investments
The following table presents investments. Investments that represent five
percent or more of the Plan's net assets available for benefits at year
end are identified separately.
<TABLE>
<CAPTION>
December 31,
1998 1997
---- ----
Investments at Fair Value as
Determined by Quoted Market Price
<S> <C> <C>
Ameren Common Stock $9,577,285 $10,838,214
Common/Collective Trusts:
S&P 500 Equity Index Fund 4,530,516 3,601,254
Govt/Corp Bond Index Fund 739,172 613,399
Money Market Fund 3,146,764 2,202,211
Growth Equity Fund 3,939,378 3,204,039
Merrill Lynch Retirement
Preservation Trust 1,600,621 427,063
----------- -----------
Total Common/Collective Trusts 13,956,451 10,047,966
Mutual Funds:
AIM Value Fund 411,350 256,227
Merrill Lynch Global Allocation Fund --
Class A 77,046 97,015
Merrill Lynch Capital Fund -- Class A 177,558 151,839
----------- -----------
Total Mutual Funds 665,954 505,081
Loans to Participants 1,213,715 1,226,869
----------- -----------
Total Investments $25,413,405 $22,618,130
=========== ===========
</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 $7,071,906 and $9,577,285, respectively.
During 1998, the Plan purchased shares at a cost of $3,706,148 and sold
shares valued at $4,404,357, resulting in a net realized gain of
$767,017. The Plan also distributed shares valued at $530,768 to persons
withdrawing from the Plan.
At December 31, 1997, the Plan held Ameren Corporation common stock with
a cost and market value of $7,373,531 and $10,838,214, respectively.
During 1997, the Plan purchased shares at a cost of $1,941,804 and sold
shares valued at $1,578,324, resulting
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 1998
Page 16
________________________________________________________________________________
in a net realized gain of $215,497. The Plan also distributed shares
valued at $411,573 to persons withdrawing from the Plan.
The Plan held $1,600,621 and $427,063 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 $2,383,417 and $4,530,516,
respectively. During 1998, the Plan purchased shares at a cost of
$1,254,996 and sold shares valued at $1,426,916, resulting in a net
realized gain of $268,192.
At December 31, 1997, the Plan held shares in the Merrill Lynch Equity
Index Trust with a cost and market value of $2,281,133 and $3,601,254,
respectively. During 1997, the Plan purchased shares at a cost of
$656,860 and sold shares valued at $468,679, resulting in a net realized
gain of $150,143.
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 August 20, 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 - IUOE NO. 148
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 IBEW No. 702 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 47% 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 - IUOE No. 148
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 $ 7,071,906 $ 9,577,285
Common / Collective Trusts
Barclay's Global Investors Money Market Fund 3,146,764 3,146,764
Barclay's Global Investors Govt/Corp Bond Index 593,732 739,172
<F1> Merrill Lynch Retirement Preservation Trust 1,600,621 1,600,621
<F1> Merrill Lynch Equity Index Trust 3 2,383,417 4,530,516
Growth Equity Fund 2,098,239 3,939,378
----------- -----------
9,822,773 13,956,451
Mutual Funds
AIM Value Fund 327,310 411,350
<F1> Merrill Lynch Global Allocation Fund Class A 87,928 77,046
<F1> Merrill Lynch Capital Fund Class A 169,834 177,558
----------- -----------
585,072 665,954
Participant Loans
<F1> Loans to Participants
(Interest rates ranging from 7% to 11.25%) 1,213,715 1,213,715
----------- -----------
TOTAL INVESTMENTS $18,693,466 $25,413,405
=========== ===========
<FN>
<F1>Represents a party-in-interest
</FN>
</TABLE>
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II
Employee Long-Term Savings Plan - IUOE No. 148
Line 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1998
________________________________________________________________________________
<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 $3,706,148 $ -- $ -- $ --
<F2>Ameren Common Stock -- 4,404,357 -- --
BGI Money Market Fund 2,598,061 -- -- --
BGI Money Market Fund -- 1,653,507 -- --
<F2>Merrill Lynch Equity Index Trust 3 1,254,996 -- -- --
<F2>Merrill Lynch Equity Index Trust 3 -- 1,426,916 -- --
<F2>Merrill Lynch Ret. Preservation Trust 2,371,345 -- -- --
<F2>Merrill Lynch Ret. Preservation Trust -- 1,197,787 -- --
Pending Settlement Fund 4,898,724 -- -- --
Pending Settlement Fund -- 4,914,701 -- --
<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 - IUOE No. 148
Line 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1998 - 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 $3,706,148 $3,706,148 $ --
<F2>Ameren Common Stock 3,637,340 4,404,357 767,017
BGI Money Market Fund 2,598,061 2,598,061 --
BGI Money Market Fund 1,653,507 1,653,507 --
<F2>Merrill Lynch Equity Index Trust 3 1,254,996 1,254,996 --
<F2>Merrill Lynch Equity Index Trust 3 1,158,724 1,426,916 268,192
<F2>Merrill Lynch Ret. Preservation Trust 2,371,345 2,371,345 --
<F2>Merrill Lynch Ret. Preservation Trust 1,197,787 1,197,787 --
Pending Settlement Fund 4,898,724 4,898,724 --
Pending Settlement Fund 4,914,701 4,914,701 --
<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
SERVICECOMPANY
EMPLOYEE LONG-TERM
SAVINGS PLAN - IUOE NO. 148
AMERENSERVICES 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, IUOE No. 148 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>
