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):
October 8, 2004
Exact Name of Registrant as
Specified in Charter;
State of Incorporation; IRS Employer
Commission File Number Address and Telephone Number Identification Number
---------------------- ---------------------------- ---------------------
1-14756 Ameren Corporation 43-1723446
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, MO 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
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))
-2-
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 8, 2004, Ameren Corporation ("Ameren") announced among other
subsidiary level organization changes the election of Scott A. Cisel as
President of its Illinois-based utility subsidiaries, Central Illinois Public
Service Company ("CIPS"), Central Illinois Light Company ("CILCO") and Illinois
Power Company ("IPC") to replace Gary L. Rainwater effective October 15, 2004.
Mr. Cisel will serve as the principal operating officer of these companies and
Mr. Rainwater will continue as principal executive officer of each company. In
conjunction with his election as President, Mr. Cisel was also elected to fill a
vacancy on the Board of Directors of CIPS and IPC effective October 15, 2004. He
is already a member of CILCO's Board of Directors.
Mr. Cisel, age 51, assumed the position of Vice President of IPC in
September 2004 upon Ameren's acquisition of IPC. He assumed the position of Vice
President and Chief Operating Officer for CILCO upon Ameren's acquisition of
CILCO in January 2003 after serving as Senior Vice President. Prior to that, Mr.
Cisel had held various management positions at CILCO in sales, customer services
and district operations, including service as manager of Commercial Office
Operations in 1981, manager of Consumer and Energy Services in 1984, manager of
Rates, Sales and Customer Service in 1988, director of Corporate Sales in 1993
and from 1995 to 2001, 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 of CILCO.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 8, 2004, the Bylaws of CIPS, CILCO and IPC were amended by
action by unanimous written consent of the Board of Directors of each of these
companies as follows:
o The position of Chief Operating Officer was added as a principal
officer of these companies which may be elected by their Boards of
Directors.
o With respect to CIPS' and CILCO's Bylaws, the size of the Board of
Directors was changed to not less than 3 and not more than 8
directors.
o With respect to CIPS' and IPC's Bylaws, the principal officer
positions were revised to permit a separate President and Chief
Executive Officer.
o With respect to CIPS' Bylaws, the position of Chairman of the Board
was added as a principal officer which may be elected by the Board of
Directors.
For additional information, reference is made to the Bylaws of CIPS, CILCO and
IPC, as amended October 8, 2004, which are included as Exhibits 3.1, 3.2 and
3.3, respectively, hereto and incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
----------------------------------------------------------------------------------------------
| 3.1 | Bylaws of Central Illinois Public Service Company as amended |
| | October 8, 2004. |
|--------------------------------------------------------------------------------------------|
| 3.2 | Bylaws of Central Illinois Light Company as amended October 8, 2004. |
|--------------------------------------------------------------------------------------------|
| 3.3 | Bylaws of Illinois Power Company as amended October 8, 2004 |
----------------------------------------------------------------------------------------------
This combined Form 8-K is being filed separately by Ameren, CIPS, CILCO and
IPC (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.
-3-
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)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Martin J. Lyons
----------------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
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 14, 2004
-4-