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, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EMPLOYEE LONG-TERM SAVINGS PLAN - IUOE NO. 148
Report, Financial Statements and Additional Information
December 31, 1999
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE NO. 148
Report, Financial Statements and Additional Information
Index
December 31, 1999
Page
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits
at December 31, 1999 and December 31, 1998 2
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and December 31, 1998 3
Notes to Financial Statements 4-13
[PricewaterhouseCoopers Letterhead]
Report of Independent Accountants
June 28, 2000
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 statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
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 (the "Plan") at December 31, 1999 and 1998, and the changes in net
assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States. 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 auditing standards
generally accepted in the United States, 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.
/s/ PriceWaterhouseCoopers LLP
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
Statement of Net Assets Available for Benefits
Page 2
________________________________________________________________________________
December 31,
1999 1998
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Assets
Investments at fair value $ 26,039,797 $ 25,413,405
Cash -- (117)
Dividends and interest receivable 14,483 11,918
Contributions receivable 73,628 67,435
------------ ------------
Net assets available for benefits $ 26,127,908 $ 25,492,641
============ =============
The accompanying notes are an integral part of these financial statements.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term Savings Plan - IUOE No. 148
Statement of Changes in Net Assets Available for Benefits
Page 3
________________________________________________________________________________
For the Year Ended
December 31,
1999 1998
------------ ------------
Additions to net assets attributed to:
Participant contributions $ 1,485,450 $ 1,450,404
Dividend and interest 1,025,202 936,110
Net (depreciation) appreciation
in fair value of investments (383,667) 1,913,333
------------ ------------
Total additions 2,126,985 4,299,847
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Deductions from net assets
attributed to:
Distributions 1,470,409 1,606,736
Administrative expenses 2,190 2,680
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Total deductions 1,472,599 1,609,416
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Net transfer between funds and plans (19,119) 50,594
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Increase in net assets
available for benefits 635,267 2,741,025
Net assets available for benefits,
Beginning of year 25,492,641 22,751,616
------------ ------------
End of year $ 26,127,908 $ 25,492,641
============ ============
The accompanying notes are an integral part of these financial statements.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 4
________________________________________________________________________________
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.
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). The Tax Reform Act of 1986 limited the maximum annual amount that
may be contributed by a Participant to $10,000 in 1999 and 1998. The
Company transfers to the Master Trust the amount designated by the
Participant where it is placed in a Participant's account no less
frequently than semi-monthly. As of December 31,1999, 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
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 5
________________________________________________________________________________
may make "qualifying rollover contributions" of amounts received as a
distribution from a prior employer's plan.
Vesting
The amounts in a Participant's account are fully vested at all times. Since
the Company does not contribute to the Plan, there are no forfeitures.
Investment options
Ameren Common Stock Fund - This fund invests in shares of Ameren
Corporation common stock which the trustee purchases in the open market
from time to time.
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, 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.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 6
________________________________________________________________________________
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 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
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 7
________________________________________________________________________________
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, 1999
or 1998.
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.
Investments
All investments are presented at fair value as of December 31, 1999 and
1998. 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.
Investment securities are exposed to various risks, such as interest rate,
market, and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect the amounts
reported in the Statement of Net Assets Available for Benefits.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 8
________________________________________________________________________________
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.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 9
________________________________________________________________________________
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.
December 31,
1999 1998
---- ----
Investments at Fair Value as
Determined by Quoted Market Price
Ameren Common Stock $ 9,525,541 $ 9,577,285
Common/Collective Trusts:
S&P 500 Equity Index Fund 6,020,398 4,530,516
Govt/Corp Bond Index Fund 567,302 739,172
Money Market Fund 2,022,774 3,146,764
Growth Equity Fund 4,946,184 3,939,378
Merrill Lynch Retirement
Preservation Trust 892,063 1,600,621
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Total Common/Collective Trusts 14,448,721 13,956,451
Mutual Funds:
AIM Value Fund 643,935 411,350
Merrill Lynch Global Allocation Fund --
Class A 77,356 77,046
Merrill Lynch Capital Fund -- Class A 229,777 177,558
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Total Mutual Funds 951,068 665,954
Loans to Participants 1,114,467 1,213,715
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Total Investments $26,039,797 $25,413,405
=========== ===========
4. Transactions with parties-in-interest
At December 31, 1999, the Plan held Ameren Corporation common stock with a
cost and market value of $9,675,082 and $9,525,541, respectively. During
1999, the Plan purchased shares at a cost of $3,933,102 and sold shares
valued at $1,111,388, resulting in a net realized gain of $105,128. The
Plan also distributed shares valued at $350,600 to persons withdrawing from
the Plan.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 10
________________________________________________________________________________
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.
The Plan held $892,063 and $1,600,621 in the Merrill Lynch Retirement
Preservation Trust at December 31, 1999 and 1998, respectively. This Fund
is a collective trust fund with book value approximating market.
At December 31, 1999, the Plan held shares in the Merrill Lynch Equity
Index Trust with a cost and market value of $3,027,393 and $6,020,398,
respectively. During 1999, the Plan purchased shares at a cost of
$2,069,604 and sold shares valued at $1,637,348, resulting in a net
realized gain of $214,205.
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.
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.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Employee Long-Term savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 1999
Page 11
________________________________________________________________________________
Discussions of the federal income tax consequences of the Plans, including
consequences on distributions of Participant's account, are contained in
the Company's Employee Long-Term Savings Plan Summary Plan Description and
Information Statement (dated June 27, 1995).
6. Participation in Master Trust
The Central Illinois Public Service Company Master Long-Term Savings Trust
(the Master Trust) was established April 1, 1985, to serve as the funding
medium for the Plan and for the other separate Employee Long-Term Savings
Plans which are for the 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, 1999 and 1998, the Plan's interest in the net
assets of the master trust was approximately 44% and 47%, respectively.
The Master Trusts' Statement of Net Assets at December 31, 1999 and 1998,
and Statement of Changes in Net Assets for the Year Ended December 31, 1999
and 1998 are detailed on the following pages.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Master Long-Term Savings Trust
Statement of Net Assets Available for Benefits
December 31, 1999 and 1998
Page 12
________________________________________________________________________________
December 31,
1999 1998
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Investments, at fair value:
Ameren Common Stock Fund $ 17,779,909 $ 18,123,511
Bond Index Fund 1,572,443 1,783,429
Money Market Fund 2,986,046 4,526,474
Growth Equity Fund 13,653,646 10,347,700
Standard & Poor's (S&P) 500 Equity Index Fund 15,277,471 11,816,384
Merrill Lynch Retirement Preservation Trust 1,194,818 1,924,488
AIM Value Fund 3,492,094 2,138,823
Merrill Lynch Global Allocation Fund 485,030 346,163
Merrill Lynch Capital Fund 722,074 534,042
Participant Loan Fund 2,542,130 2,586,939
------------ ------------
Total investments 59,705,661 54,127,953
Cash -- (10,616)
Receivables:
Pending Settlement -- 498
Payroll withholdings 229,799 222,156
Interest and Dividends 29,891 24,532
------------ ------------
Net assets available for benefits $ 59,965,351 $ 54,364,523
============ ============
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, 1999 and 1998
Page 13
________________________________________________________________________________
Year ended December 31,
1999 1998
Additions:
Employee contributions $ 4,783,369 $ 7,238,215
Employer contributions 230,191 232,397
Investment income 2,072,176 3,025,572
Net appreciation of investments 1,177,732 7,803,511
------------- -------------
Total additions 8,263,468 18,299,695
------------- -------------
Deductions:
Distributions 2,672,958 9,659,880
Administrative expenses (4,193) 10,482
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Total deductions 2,668,765 9,670,362
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Increase in net assets available for benefits 5,594,703 8,629,333
Net assets available for benefits
Beginning of year 54,364,523 120,905,587
------------- -------------
End of year 59,959,226 129,534,920
Net assets transferred in/(out) 6,125 (75,170,397)
------------- -------------
Net assets $ 59,965,351 $ 54,364,523
============= =============
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 - IUOE NO. 148
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Jean M. Hannis
-------------------
Jean M. Hannis
Vice President
June 28, 2000
EXHIBIT INDEX
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
- ----------- -----------------------------------------
23 Consent of Independent Accountants