SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of:
AMEREN CORPORATION QUARTERLY CERTIFICATE
AMEREN SERVICES COMPANY PURSUANT TO RULE 24 UNDER THE
UNION ELECTRIC COMPANY PUBLIC UTILITY HOLDING COMPANY
CENTRAL ILLINOIS PUBLIC SERVICE ACT OF 1935
COMPANY
File Nos. 70-9877, 70-9427, 70-9423 and 70-9133
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Ameren Corporation ("Ameren"), a registered holding company, and its
subsidiaries named above, hereby file this certificate pursuant to Rule 24
reporting on transactions authorized by the Commission by orders dated October
5, 2001 (Holding Co. Act Release No. 27449), July 23, 1999 (Holding Co. Act
Release No. 27053), March 22, 1999 (Holding Co. Act Release No. 26993), and
March 13, 1998 (Holding Co. Act Release No. 26841). This certificate is filed
with respect to transactions consummated during the quarter ended March 31,
2002.
A. File No. 70-9877:
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1. Sales of any Common Stock (other than pursuant to the Plans) and
the purchase price per share and the market price per share at the
date of the agreement of sale.
In March 2002, Ameren Corporation issued an aggregate of 5,750,000
shares of common stock (ticker: AEE/NYSE) (5,000,000 shares at
$39.50 per share and 750,000 shares pursuant to the exercise of an
option granted to the underwriters, at $38.865 per share).
2. The total number of shares of Common Stock issued or issuable under
options, warrants or other stock-purchase rights granted during the
quarter under the Plans.
Dividend Reinvestment and Stock Purchase Plan: 402,233
Long Term Savings Plan 148: 11,755
Long Term Savings Plan 702: 9,264
Savings Investment Plan 55,297
Long Term Incentive Plan (Restricted Common Stock) 146,940
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Total 625,489
3. If Common Stock has been transferred to a seller of securities of
a company being acquired, the number of shares so issued, the
value per share and whether the shares are restricted to the
acquiror.
N/A
4. The amount and terms of any Long-term Debt, Preferred Stock or
other preferred or equity-linked securities issued by Ameren,
directly or indirectly through a Financing Subsidiary, during the
calendar quarter.
In January 2002, Ameren Corporation issued $100 million of senior
unsecured notes. The notes pay interest semi-annually at a rate of
5.70% and mature on February 1, 2007. Ameren may redeem all or
part of the notes at any time at a redemption price equal to the
principal amount of the notes to be redeemed and a make-whole
premium, together with accrued interest. The notes were issued at
an initial offering price of 99.74%.
In March 2002, Ameren Corporation issued $345 million of
adjustable conversion-rate equity security units (13,800,000
units). The $25 adjustable conversion-rate equity security units
each consisted of an Ameren Corporation senior unsecured note with
a principal amount of $25 and a contract to purchase, for $25, a
fraction of a share of Ameren common stock on May 25, 2005. The
senior unsecured notes will mature on May 15, 2007. Total
distributions on the equity security units will be at an annual
rate of 9.75%, consisting of quarterly interest payments on the
senior unsecured notes at the initial annual rate of 5.2% and
adjustment payments under the stock purchase contracts at the
annual rate of 4.55%. The stock purchase contracts require holders
to purchase between 8.7 million and 7.4 million shares of Ameren
common stock on May 15, 2005 at the market price at that time,
subject to a minimum share price of $39.50 and a maximum of
$46.61. The stock purchase contracts include a pledge of the
senior unsecured notes as collateral for the stock purchase
obligation. The interest rate on the outstanding senior unsecured
notes is subject to being reset by a remarketing agent for
quarterly payments after May 15, 2005 until maturity.
5. The amount and terms of any Short-term Debt issued directly or
indirectly by Ameren during the calendar quarter.
A. Commercial paper issued through J. P. Morgan Securities, Banc
of America Securities and/or Goldman Sachs during the quarter,
ranging from $0.00 to $398.8 million, at an average interest
rate of 1.8%.
B. Bank loans during the quarter were as follows:
Banca DiRoma - $18,500,000 from 1/9 through 1/29 at 2.1%
Mellon Bank - $20,000,000 from 1/1 through 1/16 at a rate of
2.15%
Maximum indebtedness at any one time: $437.3 million on 1/16/02.
6. A description of the amount, terms and purpose of any Guarantee
issued during the calendar quarter by Ameren and the name of the
beneficiary of such Guarantee.
Parent Subsidiary Amount Terms Purpose
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Ameren Corp. Ameren Energy Fuels & Services Co. $2,000,000 02/28/02-12/31/02 Credit Support
Ameren Corp. Ameren Energy Marketing $5,000,000 01/29/02-12/31/02 Credit Support
7. The name and amount invested by Ameren in any Financing Subsidiary
during the calendar quarter.
N/A
8. The notional amount and principal terms of any Interest Rate Hedge
or Anticipatory Hedge entered into during the quarter and the
identity of the parties to such instruments.
Ameren Corporation entered into the following interest rate swaps
during the 1st quarter of 2002. All swaps call for Ameren to pay a
floating rate based on the 3 month LIBOR rate plus a fixed spread
while receiving a fixed rate of 5.70% every six months until the
swaps mature on 2/1/07. All swaps act as a hedge for Ameren Corp.'s
5.70% senior notes which were issued 1/24/02 and are due 2/1/07.
The swaps, $100 million in aggregate, effectively convert all of
the $100 million fixed rate liability to a floating rate liability.
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o $50,000,000 priced at 3 mo. LIBOR + 43.9 basis points, effective
3/14/02 with Goldman Sachs Capital Markets, L.P.
o $25,000,000 priced at 3 mo. LIBOR + 41.2 basis points, effective
3/18/02 with Goldman Sachs Capital Markets, L.P.
o $25,000,000 priced at 3 mo. LIBOR + 41.2 basis points, effective
3/18/02 with The Bank of New York.
9. Consolidated balance sheet of Ameren as of the end of the calendar
quarter.
Incorporated by reference to Quarterly Report on Form 10-Q for the
three months ended March 31, 2002 in File No. 1-14756
B. File No. 70-9427:
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1. Balance Sheet and Income Statement for each Intermediate Subsidiary
for the three, six or nine month period ended.
To be filed confidentially under Rule 104.
2. Information concerning the nature and extent of services provided
by Ameren Development, Ameren Energy, CIC or any other non-utility
subsidiary that is authorized or permitted under the Act to sell
goods and services during the quarter, identifying the associate
company to which such services are sold, the service and the
charge, and stating whether the charge was computed at cost, market
or by another method (as specified herein).
To be filed confidentially under Rule 104.
3. Information concerning the completion of any reorganization of
Ameren's ownership in Intermediate Subsidiaries and/or Nonutility
Subsidiaries, including the identity of the companies involved and
their line of business and corporate structure both before and
after the reorganization.
N/A
C. File No. 70-9423:
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The maximum outstanding amount of all borrowings under or investments
in the Utility Money Pool by each Utility Money Pool participant during
the quarter, and the rate or range of rates charged on Utility Money
Pool borrowings and paid on Utility Money Pool investments during the
quarter.
Maximum contribution/investment for CIPS - $58.7 million
Maximum contribution/investment for Union Electric - $84.8 million
Maximum contribution/investment for Ameren Corporation - $249.4 million
Maximum borrowing for Ameren Services - $117.8 million
Maximum borrowing for Union Electric - $192.1 million
Average interest rate for the Utility Money Pool for the quarter: 1.8%
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D. File No. 70-9133:
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1. The amount and terms of any Short-term Debt issued by Union
Electric or CIPS (other than through the Utility Money Pool)
during the calendar quarter.
Union Electric:
Commercial paper issued through Bank One Capital Markets, Goldman
Sachs, and/or A. G. Edwards & Sons ranging from a low of $0.00 to a
high of $284.6 million, at an average interest rate of 1.8%.
2. The notional amount and principal terms of any Interest Rate Hedge
entered into during the quarter by Union Electric or CIPS and the
identity of the parties to such instruments.
No such agreements were entered into during the 1st quarter of
2002.
The undersigned registered holding company has duly caused this quarterly report
to be signed on its behalf by the undersigned officer thereunto duly authorized
pursuant to the requirements of the Public Utility Holding Company Act of 1935.
Ameren Corporation
By /s/ Jerre E. Birdsong
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Jerre E. Birdsong
Vice President and Treasurer
Date: May 30, 2002
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