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 8, 2004
Exact Name of Registrant as specified in its charter;
Commission State of Incorporation; IRS Employer
File Number Address and Telephone Number Identification No.
----------- ---------------------------- ------------------
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))
SECTION 8 - OTHER EVENTS
ITEM 8.01. Other Events.
On September 8, 2004, Ameren Corporation (Ameren) issued a press release
announcing that the parties participating in the case pending before the
Illinois Commerce Commission (ICC) for approval of Ameren's proposed acquisition
of Illinois Power Company (IP) from Dynegy Inc. have resolved all issues raised
in the proceeding. Ameren's proposed acquisition of IP is subject to approval by
the ICC. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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
------- -----------
99.1 Press release dated September 8, 2004 regarding resolution
among parties in Illinois Commerce Commission case involving
Ameren's proposed acquisition of Illinois Power Company.
This combined Form 8-K is being filed separately by Ameren, 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.
2
SIGNATURES
Pursuant to the requirements of the Exchange Act, 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)
3
CILCORP INC.
(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)
Date: September 8, 2004
4
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
99.1 Press release dated September 8, 2004 regarding resolution among
parties in Illinois Commerce Commission case involving Ameren's
proposed acquisition of Illinois Power Company.
5
Exhibit 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
One Ameren Plaza
1901 Chouteau
Avenue
St. Louis, MO 63103
Contact:
Media Analysts Investors
Susan Gallagher Bruce Steinke Investor Services
(314) 554-2175 (314) 554-2574 (800) 255-2237
sgallagher@ameren.com bsteinke@ameren.com invest@ameren.com
-------------------
FOR IMMEDIATE RELEASE
---------------------
AMEREN REACHES AGREEMENT IN ILLINOIS COMMERCE COMMISSION CASE
INVOLVING ILLINOIS POWER ACQUISITION
St. Louis, Mo., Sept. 8, 2004---Ameren Corporation (NYSE: AEE) today
announced that parties participating in its case pending before the Illinois
Commerce Commission (ICC) for the approval of Ameren's proposed acquisition of
Illinois Power Company have resolved all issues raised in the proceeding. The
terms of the resolution of these issues are consistent, in all material
respects, with Ameren's expectations at the time it entered into the proposed
acquisition of Illinois Power Company.
This transaction, including the ultimate resolution of the issues raised in
this proceeding by the parties, is subject to approval by the ICC. Information
related to the case can be obtained from the ICC website at
http://www.icc.state.il.us.
--------------------------
Ameren announced on Feb. 3, 2004, the proposed $2.3 billion purchase from
Dynegy Inc. (NYSE: DYN) of the stock of Decatur, Ill.-based Illinois Power
Company and Dynegy's 20 percent interest in Electric Energy, Inc., owner of a
Joppa, Ill., coal-fired power plant. Ameren has received approval of the
acquisition from the Federal Energy Regulatory Commission and the Federal
Communications Commission. In addition, the waiting period under the
Hart-Scott-Rodino Act expired without a request by the Federal Trade Commission
and the Antitrust Division of the Department of Justice for additional
information or documents. Ameren's completion of this acquisition also requires
approval from the U.S. Securities and Exchange Commission, under the Public
Utility Holding Company Act of 1935, and is subject to customary closing
conditions.
Ameren Executive Vice President and Chief Financial Officer Warner L.
Baxter will speak Wednesday, Sept. 8, at 9:45 a.m. (EDT) at Lehman Brothers 2004
CEO Energy/Power Conference. He will present an overview of Ameren's financial
performance and business strategy, including information related to the IP
acquisition process.
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Add One
This discussion will be available on a live audio Webcast from 9:45 a.m. to
10:20 a.m. (EDT) via a link on the Investors/Presentations section of Ameren's
Web site, www.ameren.com. It will be available approximately one hour after the
presentation for one year. Slides for the presentation will be posted on the
Ameren Web site.
With assets of $14.7 billion, Ameren owns a diverse mix of electric
generating plants strategically located in its Midwest market with a capacity of
more than 14,600 megawatts. Ameren serves 1.7 million electric customers and
500,000 natural gas customers in a 49,000 square-mile area of Missouri and
Illinois.
Forward-Looking Statements
--------------------------
Statements made in this release, which are not based on historical facts,
are "forward-looking" and, accordingly, involve risks and uncertainties that
could cause actual results to differ materially from those discussed. Although
such "forward-looking" statements have been made in good faith and are based on
reasonable assumptions, there is no assurance that the expected results will be
achieved. These statements include (without limitation) statements as to future
expectations, beliefs, plans, strategies, objectives, events, conditions, and
financial performance. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the company is providing this
cautionary statement to identify important factors that could cause actual
results to differ materially from those anticipated. The following factors, in
addition to those discussed elsewhere in this release and in past and subsequent
filings with the Securities and Exchange Commission, could cause actual results
to differ materially from management expectations as suggested by such
"forward-looking" statements:
o the closing and timing of Ameren's acquisition of Illinois Power and the
impact of any conditions imposed by regulators in connection with their
approval thereof;
o difficulties in integrating AmerenCILCO and Illinois Power, if consummated,
with Ameren's other businesses; and
o changes in the energy markets, environmental laws or regulations, interest
rates or other factors adversely impacting assumptions in connection with
the CILCORP and Illinois Power (if consummated) acquisitions.
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