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):
April 29, 2002
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 1-14756 43-1723446
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (314) 621-3222
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 29, 2002, the Registrant issued a press release announcing that it
has entered into a definitive agreement with The AES Corporation for the
purchase of the common stock of its subsidiary, CILCORP Inc., the parent company
of Central Illinois Light Company. The press release is attached as Exhibit 99
and is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits.
99 Press release, dated April 29, 2002, issued by the Registrant.
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.
AMEREN CORPORATION
(Registrant)
By /s/ Warner L. Baxter
-------------------------------
Warner L. Baxter
Senior Vice President, Finance
(Principal Financial Officer)
Date: April 29, 2002
Exhibit Index
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Exhibit No. Description
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99 - Press release dated April 29, 2002, issued by Ameren Corporation.
EXHIBIT 99
[GRAPHIC OMITTED][GRAPHIC OMITTED]
News Release
One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
Contacts:
Media: Analysts: Investors:
Susan Gallagher Bruce Steinke Investor Services
(314) 554-2175 (314) 554-2574 invest@ameren.com
AMEREN REACHES AGREEMENT TO PURCHASE CILCORP
St. Louis, Mo., April 29, 2002---Ameren Corporation (NYSE: AEE) today
announced the signing of a definitive agreement for the purchase of
CILCORP, Inc., from The AES Corporation (NYSE: AES). CILCORP is the parent
company of Peoria-based Central Illinois Light Co. (CILCO).
In a transaction valued at $1.4 billion, Ameren will assume CILCORP
debt at closing and pay the balance in cash to purchase the common stock of
CILCORP, along with certain other assets. The purchase includes CILCORP's
natural gas and electric businesses, including 1,200 megawatts of largely
coal-fired generating capacity. Upon completion of the acquisition,
expected within 12 months, CILCO would become an Ameren subsidiary, but
would remain a separate utility company, known as AmerenCILCO.
With this acquisition, Ameren will rank as Illinois' second largest
electric utility based on the number of customers, total assets and
operating revenues.
"This acquisition is a natural fit with our core energy growth
strategy," says Charles W. Mueller, chairman and chief executive officer,
Ameren Corporation. "CILCORP's operations are in a service territory and
market where we already operate very effectively. In addition, CILCORP's
base-load generation assets, strong customer base, and low-cost operations
complement Ameren's existing Illinois operations extremely well. Synergies
from the acquisition will make this transaction immediately accretive to
earnings and will drive strong long-term growth for our company."
"This acquisition brings impressive benefits to customers and
communities in Illinois," says Gary L. Rainwater, president and chief
operating officer of Ameren Corporation. "We will expand our commitment of
bringing high-quality, reliable electric and natural gas services to
CILCORP's approximately 200,000 electric and 200,000 gas customers. We take
this commitment seriously, as evidenced by our top ratings on customer
service in a recent Illinois Commerce Commission survey."
The transaction was unanimously approved by both companies' boards of
directors, but is subject to the approval of the Illinois Commerce
Commission, the Securities and Exchange Commission, the Federal Energy
Regulatory Commission and the expiration of the waiting period under the
Hart-Scott-Rodino Act. No approval is required from shareholders of either
company.
-- more --
Add One
Following are key components of this transaction:
>> The headquarters of AmerenCILCO will remain in Peoria, where Ameren
anticipates maintaining the existing operations center, customer call
center, business-to-business and retail marketing groups, plus other
support functions.
>> The transaction also includes AES-Medina Valley Cogen, LLC--a
40-megawatt, gas-fired electric generation plant. The plant produces
electricity, steam and chilled water, which is sold to CILCO. CILCO
resells plant output to Caterpillar--CILCO's largest industrial
customer.
>> Electric rates will remain frozen at current levels at least until
2004, and existing generation and energy services contracts with
nonresidential customers will remain in force.
>> With the addition of CILCO, Ameren expects to make very limited staff
reductions at Ameren-wide, and those reductions would be made
primarily through attrition. Existing labor contracts will be honored.
>> Ameren plans to increase CILCO's annual civic, charitable and
social service contribution levels to at least $1 million to be used
in the Peoria area and other locations now served by CILCO. That level
will allow for continued support of such activities and for the
expansion of three Ameren programs into the former CILCO service
territory. They are:
o Dollar More, a low-income energy assistance program,
o Power Player, a program to support youth sports teams, and
o SmartLights, providing installation of energy-efficient lighting
in public areas.
>> Ameren plans to commit additional funds annually in continued
support for economic development organizations and to support special
marketing programs aimed at attracting new jobs to the Peoria area.
"Together, Ameren and CILCORP will continue a heritage of providing
strong support to hundreds of Illinois communities with a combined customer
base of nearly 600,000 electric and nearly 400,000 natural gas customers in
Illinois," added Rainwater.
Ameren was advised on this transaction by Goldman, Sachs & Co.
CONFERENCE CALL ADVISORY:
Ameren will conduct a conference call for financial analysts at 10:00
a.m. (Central Daylight Time). It will include a slide presentation that
will be available online at www.ameren.com.
Ameren will conduct a conference call for media at 11:30 a.m., (CDT)
on Monday, April 29, to discuss the transaction. All interested media may
join the 11:30 a.m. media conference call by dialing 1-800-634-1568.
Investors, the news media and the public may also listen to live
Internet broadcasts of both calls, at www.ameren.com. Web site visitors
simply click on "Transaction Conference Call (Analyst)" or "Transaction
Conference Call (Media)" and then click on the appropriate audio link. Both
the analyst and media calls will also be available for replay on the
Internet for five days.
Add Two
Telephone playback of the conference calls will also be available the
afternoon of April 29, and for 48 hours thereafter by dialing, U.S.
1-800-633-8284; international 1-858-812-6440.
o For the analyst call, at 10:00 a.m. enter the number: 20567436.
o For the media call, at 11:30 a.m. enter the number: 20567451.
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ABOUT THE COMPANIES:
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AMEREN CORPORATION: A $10-billion-asset company based in St. Louis, Mo.,
Ameren Corporation provides energy services to 1.5 million electric and
300,000 natural gas customers over 44,500 square miles in Illinois and
Missouri. Among the nation's top utility companies in size and sales,
Ameren's regulated companies --- AmerenUE and AmerenCIPS -- were founded a
century ago as Union Electric Company and Central Illinois Public Service
Company, respectively. AmerenCIPS generating facilities on May 1, 2000,
became part of a newly created nonregulated company---AmerenEnergy
Generating Company; this power is marketed by a nonregulated affilate,
AmerenEnergy Marketing Company. Ameren subsidiaries also include
AmerenEnergy, Inc., a nonregulated energy trading company, and AmerenEnergy
Fuels and Services, a fuels marketing, trading and management services
organization. Approximately 92 percent of the corporation's $4.5 billion in
revenues flows from electric sales, with the remainder primarily from sales
of natural gas.
CILCORP: With $1.8 billion in assets and 2001 revenues of $815 million,
CILCORP, formed in 1985 and headquartered in Peoria, IL, is an energy
services company. CILCORP's largest subsidiary, CILCO, serves 200,000
electric and more than 200,000 natural gas customers, and includes a
regulated electric and natural gas delivery unit, power generation
facilities, and a retail energy business. CILCO has been providing
electricity and natural gas to customers in central Illinois since 1915.
The company has four generating units primarily fueled by coal, with a
total capacity of over 1,200 megawatts.
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Safe Harbor Statement
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, Ameren 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 Ameren's
annual report on SEC Form 10-K for the fiscal year ended December 31, 2001,
and subsequent securities filings, could cause results to differ materially
from management expectations as suggested by such "forward-looking"
statements:
o delays in receipt of regulatory approvals for the acquisition of
CILCORP or unexpected adverse conditions or terms of those approvals;
o difficulties in integrating CILCO with Ameren's other businesses;
o changes in the coal markets, environmental laws or regulations or
other factors adversely impacting synergy assumptions; and
o disruptions of the capital markets or other events making Ameren's
access to necessary capital more difficult or costly.
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