UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
( ) Transition report pursuant to Section 13 or 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
(Exact name of registrant as specified in its charter)
Illinois 37-0211380
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
607 East Adams Street, Springfield, Illinois 62739
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (217) 523-3600
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act:
Title Of Class
Cumulative Preferred Stock, par value $100 per share
Depositary Shares, each representing one-fourth of a share
of 6.625% Cumulative Preferred Stock, par value $100 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ( X ). No ( ).
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X).
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ( ). No (X).
As of June 28, 2002, Ameren Corporation held all 25,452,373 outstanding
shares of common stock, without par value, of Central Illinois Public Service
Company. The aggregate market value of the voting preferred stock held by
non-affiliates of Central Illinois Public Service Company at June 28, 2002,
determined by trader derived valuations based on current market conditions on a
spread basis (excluding preferred stock for which prices are not publicly
available) was $28,200,000.
Shares of Common Stock without par value, outstanding as of March 21, 2003:
25,452,373 shares (all owned by Ameren Corporation).
Documents incorporated by references.
Portions of the registrant's definitive proxy statement for the 2003 annual
meeting are incorporated by reference into Part III.
EXPLANATORY NOTE
All documents identified as being filed with our Form 10-K for the fiscal
year ended December 31, 2002 were filed except Exhibit 12.2 Statement of
Computations of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements which is being filed with this amendment to Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
(C) Exhibits.
Exhibit No. Description
----------- -----------
3.1(i) Restated Articles of Incorporation of Central Illinois
Public Service Company d/b/a AmerenCIPS (AmerenCIPS) (March
31, 1994 Form 10-Q, Exhibit 3(b)).
3.2(ii) By-Laws of AmerenCIPS as amended effective January 21, 2003
(2002 Form 10-K, Exhibit 3.2(ii)).
4.1 Indenture of Mortgage or Deed of Trust dated October 1,
1941, from AmerenCIPS to Continental Illinois National Bank
and Trust Company of Chicago and Edmond B. Stofft, as
Trustees (U.S. Bank Trust National Association and Patrick
J. Crowley are successor Trustees) (Exhibit 2.01 in File No.
2-60232).
4.2 Supplemental Indentures dated, respectively September 1,
1947, January 1, 1949, February 1, 1952, September 1, 1952,
June 1, 1954, February 1, 1958, January 1, 1959, May 1,
1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970,
April 1, 1971, September 1, 1971, May 1, 1972, December 1,
1973, March 1, 1974, April 1, 1975, October 1, 1976,
November 1, 1976, October 1, 1978, August 1, 1979, February
1, 1980, February 1, 1986, May 15, 1992, July 1, 1992,
September 15, 1992, April 1, 1993, June 1, 1995, March 15,
1997, June 1, 1997, December 1, 1998 and June 1, 2001
between AmerenCIPS and the Trustees under the Indenture of
Mortgage or Deed of Trust referred to above as Exhibit 4.1
(Amended Exhibit 7(b) in File No. 2-7341; Second Amended
Exhibit 7.03 in File No. 2-7795; Second Amended Exhibit 4.07
in File No. 2-9353; Amended Exhibit 4.05 in file No. 2-9802;
Amended Exhibit 4.02 in File No. 2-10944; Amended Exhibit
2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No.
2-14656; Amended Exhibit 2.02 in File No.2-21345; Amended
Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in
File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284;
Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit
2.02 in File No. 2-39587; Amended Exhibit 2.02 in File No.
2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit
2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No.
2-50146; Amended Exhibit 2.02 in File No. 2-52886; Second
Amended Exhibit 2.04 in File No. 2-57141; Amended Exhibit
2.04 in File No. 2-57557; Amended Exhibit 2.06 in File No.
2-62564; Exhibit 2.02(a) in File No. 2-65914; Amended
Exhibit 2.02(a) in File No. 2-66380; and Amended Exhibit
4.02 in File No. 33-3188; Exhibit 4.02 to Form 8-K dated May
15, 1992; Exhibit 4.02 to Form 8-K dated July 1, 1992;
Exhibit 4.02 to Form 8-K dated September 15, 1992; Exhibit
4.02 to Form 8-K dated March 30, 1993; Exhibit 4.03 to Form
8-K dated June 5, 1995; Exhibit 4.03 to Form 8-K dated March
15, 1997; Exhibit 4.03 to Form 8-K dated June 1, 1997;
Exhibit 4.2, in File No. 333-59438; and Exhibit 4.1 to June
30, 2001 Form 10-Q.)
4.3 Indenture dated as of December 1, 1998 from AmerenCIPS to
The Bank of New York relating to Senior Notes, 5.375% due
2008 and 6.125% due 2028 (File No. 333-59438, Exhibit 4.4).
10.1 * Form of Director's Retirement Income Plan (1990 Form 10-K,
Exhibit 10.04).
10.2 * Form of Excess Benefit Plan (1994 Form 10-K, Exhibit 10.10).
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Exhibit No. Description
----------- -----------
10.3 * Amendment to Form of Excess Benefit Plan (1995 Form 10-K,
Exhibit 10.07).
10.4 * Form of Special Executive Retirement Plan (1994 Form 10-K,
Exhibit 10.11).
10.5 * Amendment to Form of Special Executive Retirement Plan (1995
Form 10-K, Exhibit 10.09).
10.6 * Ameren Corporation (Ameren) Long-Term Incentive Plan of 1998
(Ameren's 1998 Form 10-K, Exhibit 10.1).
10.7 * Ameren Change of Control Severance Plan (Ameren's 1998 Form
10-K, Exhibit 10.2).
10.8 * Ameren Deferred Compensation Plan for Members of the Ameren
Leadership Team as amended and restated effective January 1,
2001 (Ameren's 2000 Form 10-K, Exhibit 10.1).
10.9 * Ameren Deferred Compensation Plan for Members of the Board
of Directors (Ameren's 1998 Form 10-K, Exhibit 10.4).
10.10 * Ameren Executive Incentive Compensation Program Elective
Deferral Provisions for Members of the Ameren Leadership
Team as amended and restated effective January 1, 2001
(Ameren's 2000 Form 10-K, Exhibit 10.2).
10.11 Asset Transfer Agreement between AmerenEnergy Generating
Company (Generating Company) and AmerenCIPS (June 30, 2000
Form 10-Q, Exhibit 10).
10.12 Amended Electric Power Supply Agreement between Generating
Company and AmerenEnergy Marketing Company (Marketing Co.)
(File No. 333-56594, Exhibit 10.2).
10.13 2nd Amended Electric Power Supply Agreement between
Generating Company and Marketing Co. (Ameren March 31, 2001
Form 10-Q, Exhibit 10.1).
10.14 Electric Power Supply Agreement between Marketing Co. and
AmerenCIPS (File No. 333-56594, Exhibit 10.3).
10.15 Amended Electric Power Supply Agreement between Marketing
Co. and AmerenCIPS (Ameren March 31, 2001 Form 10-Q, Exhibit
10.2).
10.16 Amended Joint Dispatch Agreement among Generating Company,
AmerenCIPS and Union Electric Company d/b/a AmerenUE
(AmerenUE) (File No. 333-56594, Exhibit 10.4).
10.17 Amended and Restated Appendix I ITC Agreement dated February
14, 2003 between the Midwest Independent Transmission System
Operator, Inc. (Midwest ISO) and GridAmerica LLC
(GridAmerica) (Ameren 2002 Form 10-K, Exhibit 10.17).
10.18 Amended and Restated Limited Liability Company Agreement of
GridAmerica dated February 14, 2003 (Ameren 2002 Form 10-K,
Exhibit 10.18).
10.19 Amended and Restated Master Agreement by and among
GridAmerica, GridAmerica Holdings Inc., GridAmerica
Companies and National Grid USA dated February 14, 2003
(Ameren Form 10-K, Exhibit 10.19).
10.20 Amended and Restated Operation Agreement by and among
AmerenUE, AmerenCIPS, American Transmission Systems Inc.,
Northern Indiana Public Service Company and GridAmerica
dated February 14, 2003 (Ameren 2002 Form 10-K, Exhibit
10.20).
12.2 ** Statement of Computations of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements.
23.1 Consent of Independent Accountants (2002 Form 10-K, Exhibit
23.1).
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Exhibit No. Description
----------- -----------
99.1 Certificate of Chief Executive Officer required by Section
906 of the Sarbanes-Oxley Act of 2002 (2002 Form 10-K,
Exhibit 99.1).
99.2 Certificate of Chief Financial Officer required by Section
906 of the Sarbanes-Oxley Act of 2002 (2002 Form 10-K,
Exhibit 99.2).
--------------------
* Management compensatory plan or arrangement.
** Filed herewith.
Exhibits Available Upon Request
The following instruments defining the rights of holders of certain
unregistered long-term debt of the Company have not been filed with the SEC but
will be furnished upon request.
Loan Agreement dated January 1, 1993, between AmerenCIPS and
Illinois Development Finance Authority (IDFA) in connection
with IDFA's $35,000,000, 6-3/8% Pollution Control Revenue
Refunding Bonds (Central Illinois Public Service Company
Project) 1993 Series A, due January 1, 2028.
Loan Agreement dated June 1, 1993, between AmerenCIPS and
IDFA in connection with IDFA's $17,500,000 Pollution Control
Revenue Refunding Bonds, 1993 Series B-1 due June 1, 2028
and $17,500,000 Pollution Control Revenue Refunding Bonds,
1993 Series B-2 due June 1, 2028.
Loan Agreement dated August 15, 1993, between AmerenCIPS and
IDFA in connection with IDFA's $35,000,000 Pollution Control
Revenue Refunding Bonds, 1993 Series C-1 due August 15, 2026
and $25,000,000 Pollution Control Revenue Refunding Bonds,
1993 Series C-2 due August 15, 2026.
Loan Agreement dated March 1, 2000, between AmerenCIPS and
IDFA in connection with the IDFA's $51,100,000 Pollution
Control Revenue Refunding Bonds (AmerenCIPS Project) Series
2000A due March 1, 2014.
Note: Reports of Ameren Corporation on Forms 8-K, 10-Q and 10-K are on file
with the SEC under File Number 1-14756.
Reports of AmerenUE on Forms 8-K, 10-Q and 10-K are on file with the
SEC under File Number 1-2967.
Reports of AmerenEnergy Generating Company on Forms 8-K, 10-Q and 10-K
are on file with the SEC under File Number 333-56594.
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Reports of CILCORP Inc. on Forms 8-K, 10-Q and 10-K are on file with
the SEC under File Number 1-8946.
Reports Central Illinois Light Company on Forms 8-K, 10-Q and 10-K are
on file with the SEC under File Number 1-2732.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
Date April 1, 2003 By /s/ MARTIN J. LYONS
-------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CERTIFICATIONS
I, Gary L. Rainwater, certify that:
1. I have reviewed this annual report on Form 10-K/A of Central Illinois
Public Service Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
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CERTIFICATIONS (CONTINUED)
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: April 1, 2003 /s/ GARY L. RAINWATER
--------------------------------------
Gary L. Rainwater
Chief Executive Officer
I, Warner L. Baxter, certify that:
1. I have reviewed this annual report on Form 10-K/A of Central Illinois
Public Service Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: April 1, 2003 /s/ WARNER L. BAXTER
--------------------------------------
Warner L. Baxter
Chief Financial Officer
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