UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2004
Commission File Number Exact Name of Registrant as IRS Employer
- ---------------------- Specified in Charter; Identification Number
State of Incorporation; ---------------------
Address and Telephone Number
----------------------------
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 37-0211380
Company
(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
1-3004 Illinois Power Company 37-0344645
(Illinois Corporation)
500 South 27th Street
Decatur, Illinois 62521
(217) 424-6600
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 Entry into a Material Definitive Agreement.
On September 30, 2004, the following described material definitive
agreement was entered into in conjunction with the completion of the Acquisition
(as defined in Item 5.01 below):
o A power purchase agreement between Illinois Power Company ("IPC") and
Dynegy Power Marketing, Inc., a subsidiary of Dynegy Inc. ("Dynegy"),
providing for the annual purchase by IPC in 2005 and 2006 of 2,800
megawatts of firm capacity. This agreement is expected to supply
approximately 70 percent of IPC's electric customer requirements
during those two years. The text of the power purchase agreement dated
as of September 30, 2004 is included as Exhibit 10.1.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On September 30, 2004, in conjunction with the completion of the
Acquisition (as defined in Item 5.01 below), the Ameren Corporation ("Ameren")
System Utility Money Pool Agreement was amended to add IPC as a party. The
Utility Money Pool Agreement provides for short-term borrowing arrangements with
and among Ameren's utility subsidiaries, Union Electric Company, Central
Illinois Public Service Company, Central Illinois Light Company, AmerenEnergy
Resources Generating Company (as a lender only) and IPC, Ameren's service
company subsidiary, Ameren Services Company, and Ameren (as a lender only). The
text of the Third Amended Ameren Corporation System Utility Money Pool Agreement
dated as of September 30, 2004 is included as Exhibit 10.2.
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Also on September 30, 2004, a unilateral borrowing agreement was entered
into between Ameren, IPC and Ameren Services Company which enables IPC to make
short-term borrowings directly from Ameren up to an aggregate amount outstanding
at any time of $500 million. Ameren Services Company is responsible for
operation and administration of the agreement. The text of the unilateral
borrowing agreement dated as of September 30, 2004 is included as Exhibit 10.3.
ITEM 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The completion of the Acquisition (as defined in Item 5.01 below)
constitutes a Change of Control of IPC, as defined in the indenture (the
"Indenture") governing the 11 1/2% Mortgage Bonds due 2010 of IPC (the "11 1/2%
Bonds"). In accordance with the Indenture, IPC is required to commence, within
30 days following the Change of Control, a tender offer to purchase all
outstanding 11 1/2% Bonds at a price of 101% of their principal amount, plus
accrued and unpaid interest to the date of purchase. IPC intends to commence
such an offer on or before October 30, 2004.
As a result of certain actions taken by IPC immediately prior to the
completion of the Acquisition (as defined in Item 5.01 below), IPC has notified
the trustee under the Indenture that a Triggering Event (as defined in the
Indenture) has occurred with respect to the 11 1/2% Bonds. A Triggering Event
enables the holders of at least 25% of the outstanding 11 1/2% Bonds to deliver
a notice to IPC requiring IPC to redeem the 11 1/2% Bonds at a redemption price
specified in the Indenture.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 Changes in Control of Registrant.
On September 30, 2004, Ameren completed its acquisition of IPC and a 20%
interest in Electric Energy, Inc. ("EEI") from Dynegy and certain of its
affiliates (the "Acquisition"). As a result of the Acquisition, Ameren obtained
all of the outstanding common stock, without par value, and approximately 73% of
the total outstanding preferred stock, $50 par value, of IPC. The total
consideration for Ameren's acquisition of IPC and the 20% interest in EEI from
Dynegy and certain of its affiliates was $2.3 billion consisting of assumption
of existing IPC outstanding indebtedness in the amount of $1.823 billion, $100
million in cash placed into an escrow account as described in Item 8.01 below,
with the balance paid with cash on hand financed through prior issuances of new
shares of Ameren common stock.
In connection with the Acquisition, and as more fully described in Section
5.02 below, (i) effective as of immediately prior to the closing, the size of
the Board of Directors of IPC was increased from 3 to 6 and Warner L. Baxter,
Gary L. Rainwater and Steven R. Sullivan were elected to fill the 3 newly
created vacancies, (ii) effective as of the closing, R. Blake Young, Carol F.
Graebner and Bruce A. Williamson resigned as members of the Board of Directors
of IPC and (iii) effective as of immediately following the closing, Daniel F.
Cole, Thomas R. Voss and David A. Whiteley were elected to fill the 3 newly
created vacancies.
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 30, 2004, in connection with the Acquisition and in
conjunction with an amendment to the Bylaws of IPC as more fully described in
Item 5.03 below, effective as of immediately prior to the closing, the size of
the Board of Directors of IPC was increased from 3 to 6 and the following
persons, each of whom are employed by Ameren or its affiliates, were selected to
fill the 3 vacancies: Warner L. Baxter, Gary L. Rainwater and Steven R.
Sullivan. Additionally, on the same date and effective as of the closing, the
following members of the Board of Directors of IPC resigned: R. Blake Young,
Carol F. Graebner and Bruce A. Willamson. Following the resignations and
effective immediately following the closing, on the same date, the following
persons, each of whom are employed by Ameren or its affiliates, were selected to
fill the 3 vacancies: Daniel F. Cole, Thomas R. Voss and David A. Whiteley.
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In addition, in furtherance of the Acquisition, the following officers of IPC
resigned as of the closing:
Name Title
R. Blake Young President
(principal executive officer and
principal operating officer)
Nicholas J. Caruso Executive Vice President and
Chief Financial Officer
Peggy E. Carter Managing Director and Controller
(principal accounting officer)
Mr. Shawn E. Schukar, a Senior Vice President at IPC prior to the Acquisition,
was appointed Vice President and will be the senior operating officer of IPC
following the Acquisition.
The following officers, all employees of Ameren or its subsidiaries, were
appointed as officers of IPC as of immediately following the Acquisition to
serve indefinitely:
Date First Elected or
---------------------
Present Position at IPC Appointed to Present
----------------------- --------------------
Name Age at October 1, 2004 and Business Experience Position
---- ----------------------- ----------------------- --------
Gary L. Rainwater 58 Chairman, President and September 30, 2004
Director
Mr. Rainwater began his career with Union Electric Company ("UE") in 1979 as an
engineer. He was elected Vice President - Corporate Planning in 1993. Mr.
Rainwater was elected Executive Vice President of Central Illinois Public
Service Company ("CIPS") in January 1997 and was named to his position as
President and Chief Executive Officer of CIPS in December 1997. He was elected
President of Ameren Energy Resources Company ("Resources Company") in 1999 and
Ameren Energy Generating Company ("Genco") in 2000. He was elected President and
Chief Operating Officer of Ameren, UE and Ameren Services Company ("Ameren
Services") in August 2001 at which time he relinquished his position as
President of Resources Company and Genco. In January 2003, Mr. Rainwater was
named President and Chief Executive Officer of CILCORP Inc. ("CILCORP") and
Central Illinois Light Company ("CILCO") upon Ameren's acquisition of those
companies. Effective January 1, 2004, Mr. Rainwater became Chairman and Chief
Executive Officer of Ameren, UE and Ameren Services, in addition to his position
of President, succeeding Charles W. Mueller who retired on December 31, 2003. At
that time, he was also elected Chairman of CILCORP and CILCO in addition to his
position as President and Chief Executive Officer.
Warner L. Baxter 43 Executive Vice President September 30, 2004
and Chief Financial
Officer and Director
From 1983 to 1995, Mr. Baxter was employed by Price Waterhouse (now
PricewaterhouseCoopers LLP). Mr. Baxter joined UE in 1995 as Assistant
Controller. He was promoted to Controller of UE in 1996 and was elected Vice
President and Controller of UE and Ameren in 1998. Mr. Baxter was elected Vice
President and Controller of CIPS and Genco in 1999 and 2000, respectively. He
was elected Senior Vice President - Finance of Ameren, UE, CIPS and Genco in
2001. In January 2003, Mr. Baxter was elected Senior Vice President of CILCORP
and CILCO upon Ameren's acquisition of those companies. Mr. Baxter was elected
to Executive Vice President and Chief Financial Officer at Ameren, UE, CIPS,
Genco, CILCORP and CILCO in October 2003.
-4-
Martin J. Lyons 38 Vice President and September 30, 2004
Controller (principal
accounting officer)
Mr. Lyons was appointed Controller of Ameren, UE, CIPS and Genco in October
2001. He was elected Controller of CILCORP and CILCO in January 2003 upon
Ameren's acquisition of those companies. In addition to being Controller, he was
elected to the position of Vice President of Ameren, UE, CIPS, Genco, CILCORP
and CILCO in February 2003. He was previously employed by PricewaterhouseCoopers
LLP for 13 years, most recently as a partner.
Shawn E. Schukar 43 Vice President (principal September 30, 2004
operating officer)
Shawn Schukar served as Senior Vice President-Utility Operations at IPC prior to
the Acquisition. He joined IPC in 1984 as an engineer at the Hennepin Power
Station. He has held positions in power plant operations, power plant
engineering, generation control, power trading, power marketing, retail pricing,
risk management, transmission operations, transmission services, business
planning, gas control, and customer tariff management. His latest assignment has
been to manage IPC's engineering, purchasing, and field operations.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 30, 2004, effective as of immediately prior to the
Acquisition, the Bylaws of IPC were amended by action by unanimous written
consent of the Board of Directors of IPC to provide that the size of the Board
of Directors will be not less than 3 and not more than 8 directors, with the
number fixed from time to time within such range by the Board of Directors or
the shareholders of IPC.
Also on September 30, 2004, effective as of immediately following the
Acquisition, the following changes were made to the Bylaws of IPC by action by
unanimous consent of the Board of Directors of IPC:
o The annual meeting of shareholders will be held on the fourth Tuesday
in April of each year or any other day as determined by resolution of
the Board of Directors. Previously, the annual meeting was to be held
on such date as fixed by resolution of the Board of Directors.
o A director's term automatically expires at the first annual meeting of
shareholders following such director's 72nd birthday and the terms of
any directors who are officers or full time employees of IPC will
automatically terminate immediately upon their retirement or
termination of employment by IPC.
o The mechanism for nominating persons for election to the Board of
Directors or proposing business to be considered by shareholders at an
annual meeting or special meeting was modified to permit any
shareholder who gives notice as provided in the Bylaws of IP to
nominate persons for election or propose business at such meetings.
For additional information, reference is made to the Bylaws of IPC, as amended
September 30, 2004, which is included as Exhibit 3.1 hereto and incorporated by
reference herein.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
On September 30, 2004, Ameren completed its acquisition of IPC and a 20
percent interest in EEI from Dynegy and certain of its affiliates for total
consideration of $2.3 billion, consisting of assumption of existing outstanding
indebtedness of IPC in the amount of $1.823 billion, $100 million in cash placed
into an escrow account as described below, with the balance paid in cash on
hand, financed through prior issuances of new shares of Ameren common stock.
-5-
Also on September 30, 2004, Illinova Corporation, a subsidiary of Dynegy
and the parent company and seller of IPC, Ameren and JPMorgan Chase Bank, as
escrow agent, entered into an escrow agreement providing for Ameren's placement
of $100 million of the cash portion of the $2.3 billion purchase price in a
six-year escrow pending resolution of certain contingent environmental
obligations of IPC and other Dynegy affiliates for which Ameren has been
provided indemnification by Dynegy.
On October 1, 2004, IPC filed a notice with the Secretary of State of
Illinois to transact business under the assumed corporate name of AmerenIP.
For additional information, reference is made to the press release dated
October 1, 2004, which is included as Exhibit 99.1 and incorporated by reference
herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
---------------------------------------------------------------------------------------------------------
| 3.1 | Bylaws of Illinois Power Company as amended September 30, 2004 |
|-------------------------------|-----------------------------------------------------------------------|
| 10.1 | Power Purchase Agreement, by and between Illinois Power Company |
| | and Dynegy Power Marketing, Inc., dated as of September 30, 2004. |
|-------------------------------|-----------------------------------------------------------------------|
| 10.2 | Third Amended Ameren Corporation System Utility Money Pool |
| | Agreement, by and among Union Electric Company, Central Illinois |
| | Public Service Company, Central Illinois Light Company, |
| | AmerenEnergy Resources Generating Company, Illinois Power |
| | Company, Ameren Services Company and Ameren Corporation, dated |
| | as of September 30, 2004. |
|-------------------------------|-----------------------------------------------------------------------|
| 10.3 | Unilateral Borrowing Agreement, by and among Ameren Corporation, |
| | Illinois Power Company and Ameren Services Company, dated as of |
| | September 30, 2004. |
|-------------------------------|-----------------------------------------------------------------------|
| 99.1 | Press Release, dated October 1, 2004 |
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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., Central Illinois Light Company and Illinois
Power 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.
-6-
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/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
UNION ELECTRIC COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
AMEREN ENERGY GENERATING COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CILCORP Inc.
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
-7-
CENTRAL ILLINOIS LIGHT COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
ILLINOIS POWER COMPANY
(Registrant)
/s/ Martin J. Lyons
---------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
Date: October 1, 2004
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