UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
December 31, 1997
Commission Registrant; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification
No.
1-3672 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY 37-0211380
(An Illinois Corporation)
607 E. Adams Street
Springfield, Illinois 62739
217-523-3600
1-10628 CIPSCO INCORPORATED 37-1260920
(An Illinois Corporation)
607 E. Adams Street
Springfield, Illinois 62739
217-523-3600
Item 2. Acquisition or Disposition of Assets
On December 31, 1997, following the receipt of all required
State and Federal regulatory approvals, Union Electric Company ("UE")
and CIPSCO Incorporated ("CIPSCO"), parent company of Central Illinois
Public Service Company ("CIPS"), combined to form Ameren Corporation
("Ameren") with the result that the common shareholders of UE and
CIPSCO became the common shareholders of Ameren and Ameren became the
owner of 100% of the common stock of CIPS and UE. Pursuant to an
Agreement and Plan of Merger dated as of August 11, 1995 between
(among others) UE, CIPSCO and Ameren, each outstanding share of UE
common stock is to be exchanged for one share of Ameren common stock
and each outstanding share of CIPSCO common stock is to be exchanged
for 1.03 shares of Ameren common stock.
Pursuant to Rule 12g-3(c) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as a result of
consummation of the foregoing transactions, Ameren common stock shall
be deemed to be registered under Section 12(b) of the Exchange Act.
A copy of the press release with respect to completion of
the transaction is attached as Exhibit 99-1 to this report.
Item 7. Financial Statements and Exhibits
The following documents, previously filed with the
Securities and Exchange Commission by Union Electric Company (File No.
1-2967), CIPSCO Incorporated (File No. 1-10628), Ameren Corporation or
Central Illinois Public Service Company (File No. 1-3672) pursuant to
the Securities Exchange Act of 1934, as amended, are hereby
incorporated by reference:
1. Union Electric Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. Union Electric Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30, and September 30, 1997.
3. Union Electric Company's Reports on Form 8-K dated December
16, and December 31, 1997.
4. CIPSCO Incorporated/ Central Illinois Public Service
Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
5. CIPSCO Incorporated/ Central Illinois Public Service
Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 1997.
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6. Central Illinois Public Service Company's Current Reports on
Form 8-K, dated March 20, June 1, November 24, and December 16,
1997.
7. CIPSCO Incorporated's Current Reports on Form 8-K, dated
March 20, November 24, and December 16, 1997.
8. Ameren Corporation's Current Report on Form 8-K, dated
December 31, 1997.
Exhibits:
All exhibits are listed in the Exhibit Index on Page 4.
SIGNATURES
Pursuant to the requirements 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.
CIPSCO INCORPORATED
(Registrant)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Robert C. Porter
_______________________________________
Robert C. Porter
Treasurer and Assistant Secretary
of each Registrant
Date: January 2, 1998
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Exhibit Index
Exhibit No. Description
2 Agreement and Plan of Merger dated as of August 11, 1995, by
and between UE, CIPSCO, the Company and Arch Merger, Inc.
(incorporated by reference to Form S-4, Annex A, dated
November 13, 1995 (File No. 33-64165).
27-1 Ameren Corporation Financial Data Schedule - Period ending
December 31, 1996. *
27-2 Ameren Corporation Financial Data Schedule - Period ending
September 30, 1997. *
99-1 Ameren Corporation News Release of Ameren Corporation, dated
December 31, 1997.
99-2 Ameren Corporation Supplemental Consolidated Financial
Statements.
99-3 Ameren Corporation Supplemental Consolidated Condensed
Quarterly Financial Statements.
* Incorporated by reference.
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