Ameren Form 8-K 7-14-2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
|
Commission
File Number
|
Exact
Name of Registrant as Specified in Charter;
State
of Incorporation;
Address
and Telephone Number
|
IRS
Employer
Identification
Number
|
|
|
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
|
|
1-2967
|
Union
Electric Company
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
43-0559760
|
|
1-3672
|
Central
Illinois Public Service Company
(Illinois
Corporation)
607
East Adams Street
Springfield,
Illinois 62739
(217)
523-3600
|
37-0211380
|
|
333-56594
|
Ameren
Energy Generating Company
(Illinois
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
37-1395586
|
|
2-95569
|
CILCORP
Inc.
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-1169387
|
|
1-2732
|
Central
Illinois Light Company
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-0211050
|
|
1-3004
|
Illinois
Power Company
(Illinois
Corporation)
500
South 27th Street
Decatur,
Illinois 62521
(217)
424-6600
|
37-0344645
|
[
]
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
July
14, 2005, Ameren Corporation (“Ameren”) and its subsidiaries, Union Electric
Company, doing business as AmerenUE (“UE”), Central Illinois Public Service
Company, doing business as AmerenCIPS (“CIPS”), Central Illinois Light Company,
doing business as AmerenCILCO (“CILCO”), Ameren Energy Generating Company
(“Genco”) and Illinois Power Company, doing business as AmerenIP (“IP”),
(collectively, the “Ameren Companies”), as borrowers, entered into a revolving
credit agreement with various lenders from time to time parties to the
agreement, initially including among others, JPMorgan Chase Bank, N.A. and
Barclays Bank PLC, and JPMorgan Chase Bank, N.A., as administrative agent (the
“Ameren Companies July 2005 Revolving Credit Agreement”). A brief description of
the terms and conditions of the Ameren Companies July 2005 Revolving Credit
Agreement is included under Item 2.03 below and the text of the agreement is
included as Exhibit 10.1.
Also
on
July 14, 2005, Ameren, as borrower, entered into an amended and restated credit
agreement which amends and restates its $350 million five-year revolving credit
agreement dated as of July 14, 2004 with various lenders from time to time
parties to the agreement, including among others, the lenders and administrative
agent which are identified above as parties to the Ameren Companies July 2005
Revolving Credit Agreement (the “Ameren July 2005 Amended and Restated Revolving
Credit Agreement”). A brief description of the terms and conditions of the
Ameren July 2005 Amended and Restated Revolving Credit Agreement is included
under Item 2.03 below and the text of the amended and restated agreement is
included as Exhibit 10.2. A copy of the July 14, 2004 revolving credit agreement
which has been amended and restated was filed as Exhibit 10.2 to Ameren’s
combined Form 10-Q for the quarterly period ended June 30, 2004.
ITEM
1.02
Termination of a Material Definition Agreement.
Upon
execution of and pursuant to the provisions of the Ameren Companies July 2005
Revolving Credit Agreement, the following Ameren credit agreements and the
lenders commitments thereunder were terminated without any early termination
penalties incurred by Ameren:
| · |
The
$235 million amended and restated three-year revolving credit agreement
dated as of September 21, 2004 with various lenders from time to
time
parties to the agreement, including among others, the lenders and
administrative agent which are identified in Item 1.01 above as parties
to
the Ameren Companies July 2005 Revolving Credit Agreement (filed
as
Exhibit 10.1 to Ameren’s combined Form 8-K dated September 21,
2004).
|
| · |
The
$350 million three-year revolving credit agreement dated as of July
14,
2004 with various lenders from time to time parties to the agreement,
including among others, the lenders and administrative agent which
are
identified in Item 1.01 above as parties to the Ameren Companies
July 2005
Revolving Credit Agreement (filed as Exhibit 10.1 to Ameren’s combined
Form 10-Q for the quarterly period ended June 30,
2004).
|
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.
The
Ameren Companies July 2005 Revolving Credit Agreement (Exhibit 10.1 hereto)
is a
five-year revolving credit facility which provides for loans to and letters
of
credit issued for the accounts of the Ameren Companies in an amount up to $1.150
billion. The entire amount of the facility is available to Ameren. The sum
of
the outstanding loans made to and letters of credit issued for the account
of
any of the other Ameren Companies (other than UE) under the facility may not
at
any time exceed $150 million. The sum of the outstanding loans made to and
letters of credit issued for the account of UE under the facility may not at
any
time exceed $500 million. Three forms of loans are available under the Ameren
Companies July 2005 Revolving Credit Agreement: revolving loans provided by
the
lenders on a committed basis, competitive loans provided on an uncommitted
basis
through an auction mechanism and swingline loans provided by JPMorgan Chase
Bank, N.A. on behalf of all lenders in an amount outstanding at any time not
in
excess of $100 million. At the option of each of the Ameren Companies, the
interest rates applicable under the facility are ABR plus the margin applicable
to the particular borrowing Ameren Company and Eurodollar rate plus the margin
applicable to the particular borrowing Ameren Company. ABR is a fluctuating
interest rate equal to the higher of JPMorgan Chase Bank, N.A.’s prime rate and
the sum of the federal funds effective rate plus 1/2 percent per annum. The
Eurodollar interest rate is the applicable British Bankers’ Association London
interbank offered rate for deposits in U. S. dollars.
The
lenders’ commitments under the Ameren Companies July 2005 Revolving Credit
Agreement will expire as to Ameren and borrowings by Ameren will mature on
July
14, 2010. UE, CIPS, CILCO, Genco and IP are permitted to borrow and obtain
letters of credit under the facility during the period of 364 days commencing
on
July
14,
2005 and borrowings by these Ameren Companies will mature at the end of the
364
days. At the request of Ameren, the final maturity of the facility may be
extended as to each consenting lender on any of the first four anniversaries
of
the July 14, 2005 closing date. Any of the other Ameren Companies may request
364 day extensions of the maturity of the facility as it applies to that
company. The principal amount of each revolving loan will be due and payable
no
later than the final maturity of the facility in the case of Ameren and the
last
day of the 364 day period in the case of UE, CIPS, CILCO, Genco and IP. The
principal amount of each competitive loan will be due and payable at the end
of
the interest period applicable to it, which shall not be later then the final
maturity date of the facility. Swingline loans will mature five business days
after they are made and will be made on same-day notice.
The
Ameren Companies July 2005 Revolving Credit Agreement contains conditions to
borrowings and issuance of letters of credit similar to those in Ameren’s
terminated 2004 credit agreements discussed under Item 1.02 above, including
absence of default or unmatured default, accuracy of representations (other
than
representations as to absence of material adverse change and material
litigation) and warranties and required regulatory authorizations. The facility
also contains non-financial covenants similar to those in Ameren’s terminated
2004 credit agreements including restrictions on the ability to incur liens,
dispose of assets and merge with other entities. It contains a financial
covenant that limits each of the Ameren Companies’ (except CILCO’s) total
indebtedness to 65 percent of total capitalization pursuant to a defined
calculation. CILCO’s total indebtedness is limited to 60 percent of total
capitalization. In addition, the Ameren Companies July 2005 Revolving Credit
Agreement contains default provisions similar to those in Ameren’s terminated
2004 credit agreements, including a cross default to the
occurrence
of an event of default under any other agreement covering indebtedness of Ameren
and its subsidiaries (other than project finance subsidiaries) and each of
the
other Ameren Companies in excess of $50 million in the aggregate. The obligation
of the Ameren Companies under this facility are several and not joint, and
except under limited circumstances, the obligations of UE, CIPS, CILCO, Genco
and IP are not guaranteed by Ameren or any other subsidiary.
In
addition to Ameren’s 2004 credit agreements discussed under Item 1.02 above, the
Ameren Companies July 2005 Revolving Credit Agreement will replace UE’s
bilateral credit agreements in an aggregate amount of $153.5 million, CIPS’
bilateral credit agreements in an aggregate amount of $15 million, CILCO’s
bilateral credit agreements in an aggregate amount of $60 million and a
bilateral credit agreement of Electric Energy, Inc. (an 80 percent-owned
subsidiary of Ameren) in the amount of $25 million. The Ameren Companies will
use the proceeds of any borrowings under this facility to repay any amounts
outstanding under these terminated or replaced credit agreements and for general
corporate purposes, including for working capital, commercial paper liquidity
support and to fund loans under the Ameren Companies money pool
arrangements.
The
Ameren July 2005 Amended and Restated Revolving Credit Agreement (Exhibit 10.2
hereto) revises the July 2004 $350 million five-year credit facility by
extending the maturity to July 14, 2010, making the entire amount of commitments
available in the form of letters of credit as well as loans, and to conform,
as
applicable, the affirmative and negative covenants, events of default and
representations and warranties to the Ameren Companies July 2005 Revolving
Credit Agreement.
SECTION
9
- FINANCIALS STATEMENTS AND EXHIBITS
ITEM
9.01
Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number: Title:
10.1 Five-Year
Revolving Credit Agreement, dated as of July 14, 2005
10.2 Amended
and Restated Five-Year Revolving Credit Agreement, dated as of July 14,
2005
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.
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 hereunto
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)
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:
July 15, 2005
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