UNITED STATES
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):
September 24, 2004
Exact Name of Registrant as specified in its charter;
Commission State of Incorporation; IRS Employer
File Number Address and Telephone Number Identification No.
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1-14756 Ameren Corporation 43-1723446
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-2967 Union Electric Company 43-0559760
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-3672 Central Illinois Public Service Company 37-0211380
(Illinois Corporation)
607 East Adams Street
Springfield, Illinois 62739
(217) 523-3600
333-56594 Ameren Energy Generating Company 37-1395586
(Illinois Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
2-95569 CILCORP Inc. 37-1169387
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
1-2732 Central Illinois Light Company 37-0211050
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 Entry into a Material Definitive Agreement.
On September 24, 2004, a separation and release agreement entered into on
September 17, 2004 between Ameren Services Company, on behalf of itself and its
subsidiaries and affiliates, including the Registrants, and Garry L. Randolph,
Senior Vice President and Chief Nuclear Officer of Union Electric Company and
Senior Vice President of Central Illinois Public Service Company, Ameren Energy
Generating Company, CILCORP Inc. and Central Illinois Light Company, became
effective and enforceable. The agreement provides for Mr. Randolph's retirement
from these Ameren companies effective December 31, 2004 and provides for the
following payments or benefits to him: (i) a fee of $350,000 (including
reimbursement of expenses) for providing consulting services for one year from
January 1, 2005 through December 31, 2005; (ii) continued vesting of restricted
stock awards as if employment were continued; (iii) for 36 months after December
31, 2004, continued right to exercise his outstanding options to purchase shares
of Ameren Corporation's common stock in accordance with their terms; (iv) senior
executive level career transition services; (v) rights to convert his current
life insurance coverage; and (vi) eligibility to participate in the retiree
medical plan. The agreement also provides that Mr. Randolph will not receive an
annual bonus under Ameren Corporation's 2004 Executive Incentive Plan.
Included as Exhibit 10.1 is the Separation and Release Agreement.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits. The following exhibit is included with this Report:
Exhibit
No. Description
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10.1 Separation and Release Agreement of Garry L. Randolph.
This combined Form 8-K is being filed separately by Ameren Corporation,
Union Electric Company, Central Illinois Public Service Company, Ameren Energy
Generating Company, CILCORP Inc. and Central Illinois Light Company (each, a
"registrant"). Information contained herein relating to any individual
registrant has been filed by such registrant on its own behalf. No registrant
makes any representation as to information relating to any other registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature for each undersigned
company shall be deemed to relate only to matters having reference to such
company or its subsidiaries.
AMEREN CORPORATION
(Registrant)
/s/ Warner L. Baxter
--------------------------------------
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
UNION ELECTRIC COMPANY
(Registrant)
/s/ Warner L. Baxter
--------------------------------------
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Warner L. Baxter
--------------------------------------
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
AMEREN ENERGY GENERATING COMPANY
(Registrant)
/s/ Warner L. Baxter
--------------------------------------
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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CILCORP Inc.
(Registrant)
/s/ Warner L. Baxter
--------------------------------------
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
CENTRAL ILLINOIS LIGHT COMPANY
(Registrant)
/s/ Warner L. Baxter
--------------------------------------
Warner L. Baxter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: September 24, 2004
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Exhibit Index
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Exhibit No. Description
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10.1 Separation and Release Agreement of Garry L. Randolph.
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