SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 31, 2003
CILCORP INC.
(Exact name of registrant as specified in its charter)
Illinois 1-8946 37-1169387
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
300 Liberty Street, Peoria, Illinois 61602
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (309) 677-5230
CENTRAL ILLINOIS LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Illinois 1-2732 37-0211050
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
300 Liberty Street, Peoria, Illinois 61602
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (309) 677-5230
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 31, 2003, Ameren Corporation ("Ameren") issued a press release
announcing the closing of the acquisition of all of the issued and outstanding
common stock of CILCORP Inc. ("CILCORP"), an Illinois corporation, from The AES
Corporation, pursuant to an agreement dated as of April 28, 2002 (the "Stock
Purchase Agreement"). As of such acquisition, CILCORP became a wholly-owned
subsidiary of Ameren. CILCORP is the parent company of Peoria, Illinois-based
Central Illinois Light Company ("CILCO"). CILCO became an indirect subsidiary of
Ameren, but will remain a separate utility company, known as AmerenCILCO.
Separately, Ameren expects to close in February, 2003 its acquisition from
The AES Corporation of all of the issued and outstanding membership interests of
AES Medina Valley Cogen (No. 4), LLC ("Medina Valley"), pursuant to an agreement
dated as of April 28, 2002 (the "Membership Interest Purchase Agreement"). As of
such acquisition, Medina Valley will become a wholly-owned subsidiary of
AmerenEnergy Resources Company, which is a direct subsidiary of Ameren that
holds its non rate-regulated operations. Medina Valley will become known as
Ameren Medina Valley Cogen (No. 4), LLC.
In a transaction valued at approximately $1.4 billion, Ameren will assume
approximately $900 million of CILCORP and Medina Valley debt and preferred stock
at closing and pay the balance in cash for the stock of CILCORP, along with
certain other assets, including all of the membership interests in Medina
Valley. The transaction includes CILCO's regulated natural gas and electric
utility businesses, including approximately 1,200 megawatts of largely
coal-fired generating capacity, and Medina Valley's indirectly owned 40
megawatt, gas-fired electric generation plant.
With this acquisition, Ameren ranks as Illinois' second largest electric
utility based on the number of customers, total assets and operating revenues.
For more information regarding the transaction please see the
2
Current Report on Form 8-K, File No. 1-14756, filed by Ameren today, and the
Stock Purchase Agreement and Membership Interest Purchase Agreement filed as
Exhibit 2.1 and Exhibit 2.2, respectively, to Ameren's Quarterly Report on Form
10-Q, File No. 1-14756, filed on May 15, 2002 for the quarterly period ended
March 31, 2002.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
In a press release issued today, Ameren announced two Peoria-based managers
who will be the top operating officers at AmerenCILCO: Scott A. Cisel, 49, vice
president and chief operating officer, and Robert G. Ferlmann, 41, vice
president trading and dispatch and unregulated sales. For more information
regarding Mr. Cisel and Mr. Ferlmann, please see the Press Release filed
herewith as Exhibit 99.01 which is incorporated herein by reference.
After the closing of the acquisition, in addition to Messrs. Cisel and
Ferlmann for AmerenCILCO only, the following individuals were elected as
officers of CILCORP and AmerenCILCO:
G. L. Rainwater, President
P. A. Agathen, Senior Vice President
W. L. Baxter, Senior Vice President (Principal Financial Officer)
D. F. Cole, Senior Vice President
G. L. Randolph, Senior Vice President
T. R. Voss, Senior Vice President
D. A. Whiteley, Senior Vice President
J. E. Birdsong, Vice President and Treasurer
Martin J. Lyons, Controller (Principal Accounting Officer)
S. R. Sullivan, Vice President Regulatory Policy,
General Counsel and Secretary
Also after the closing of the acquisition, the boards of directors of
CILCORP and CILCO were replaced except Mr. Cisel was retained on the AmerenCILCO
board. The boards are now comprised of the following individuals:
CILCORP: C. W. Mueller, Chairman AmerenCILCO: C. W. Mueller, Chairman
P. A. Agathan S. A. Cisel
W. L. Baxter P. A. Agathen
G. L. Rainwater W. L. Baxter
T. R. Voss G. L. Rainwater
D. A. Whiteley T. R. Voss
H. Saligman H. Saligman
P. L. Miller, Jr. P. L. Miller, Jr.
R. A. Lumpkin R. A. Lumpkin
R. A. Liddy R. A. Liddy
J. W. Wogsland J. W. Wogsland
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
99.01 Press Release, dated January 31, 2003.
SIGNATURE
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.
CILCORP INC.
(Registrant)
By /s/ Martin J. Lyons
--------------------------------
Name: Martin J. Lyons
Title: Controller
(Principal Accounting Officer)
CENTRAL ILLINOIS LIGHT COMPANY
(Registrant)
By /s/ Martin J. Lyons
--------------------------------
Name: Martin J. Lyons
Title: Controller
(Principal Accounting Officer)
Date: January 31, 2003
4
Exhibit 99.01
One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Contacts:
Media:
Susan Gallagher Leigh Morris Neal Johnson
(314) 554-2175 (217) 535-5228 (309) 677-5516
AMEREN NAMES TWO OFFICERS TO SERVE AS
AMERENCILCO'S TOP MANAGEMENT IN PEORIA
St. Louis, Mo., Jan. 31, 2003---Ameren Corporation (NYSE: AEE) today announced
two Peoria-based managers will be the top operating officers at AmerenCILCO:
Scott A. Cisel, 49, vice president and chief operating officer for AmerenCILCO,
and Robert G. Ferlmann, 41, vice president, AmerenCILCO Trading and Dispatch and
Unregulated Sales. Ameren Chairman and Chief Executive Officer Charles W.
Mueller will be chairman of AmerenCILCO, and Ameren President and Chief
Operating Officer Gary Rainwater will serve as president of AmerenCILCO.
Today, the company announced in a separate release the closing of the
transaction to acquire CILCORP Inc., from The AES Corporation (NYSE: AES).
CILCORP is the parent company of Peoria, Ill.-based Central Illinois Light Co.
(CILCO), which beginning today will operate as AmerenCILCO. Announced in April
2002, the purchase includes CILCORP's natural gas and electric businesses,
including 1,200 megawatts of largely coal-fired generating capacity.
Until his most recent appointment, Scott Cisel served as senior vice
president at CILCO, where he has been employed for 28 years. Cisel joined CILCO
as a summer meter reader and advanced through various management positions in
sales, customer services and district operations. He was named manager of
Commercial Office Operations in 1981 and, in the 1980s, held a number of
management positions in energy services, rates, sales and customer service, and
research and development. He was promoted to director of Corporate Sales in 1993
and from 1995 to 1998, served as vice president, at first managing Sales and
Marketing, then Legislative and Public Affairs and later Sales, Marketing and
Trading. In April 2001, he was named senior vice president.
A trustee of Eureka College, Cisel serves on the board of the Tri-County
Urban League, in addition to many other civic activities. A native of Peoria,
Cisel holds a bachelor of science degree in business administration and
economics from Culver Stockton College and a master's degree in liberal studies
from Bradley University.
Until his most recent appointment, Ferlmann served as director of Energy
Trading (both natural gas and electricity) for CILCO - a position he has held
since 1997. Ferlmann joined CILCORP in 1987 as an accounting analyst and senior
accounting analyst and assumed progressively higher positions in Finance, until
in 1993, he became senior energy supply administrator.
-- more --
Add One
Ferlmann holds a bachelor of science degree in accounting and a master's of
business administration degree - both from Bradley University. He is a certified
public accountant in Illinois. He serves on the board of directors for St.
Joseph Home and is an active member of the St. Thomas Parish Council.
With assets of more than $13 billion, Ameren, through its subsidiaries,
serves 1.7 million electric customers and 500,000 natural gas customers in a
49,000-square-mile area of Missouri and Illinois.
# # #