Combined 8-K for Ameren Corporation and Certain Subsidiaries Dated 05-02-05
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 |
|
1-14756 |
Ameren
Corporation
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222 |
43-1723446 |
|
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 |
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 1
- REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 Entry into a Material Definitive Agreement.
Effective
May 1, 2005, a subordinated promissory note issued by Ameren Energy Generating
Company (“Genco”), an indirect subsidiary of Ameren Corporation (“Ameren”), to
Central Illinois Public Service Company, doing business as AmerenCIPS (“CIPS”),
a direct subsidiary of Ameren, as consideration for CIPS’ transfer of its
electric generating assets and related liabilities to Genco on May 1, 2000, was
amended to extend its maturity from May 1, 2005 to May 1, 2010. A brief
description of the terms and conditions of the amended promissory note is
included under Item 2.03 below and the text of the amended note dated as of May
1, 2005 is included as Exhibit 4.1.
On May 2, 2005, the following material definitive agreements were entered into
in conjunction with the intercompany asset transfers discussed under Item 8.01
below:
| · |
An
asset transfer agreement among Ameren and its subsidiaries, Union Electric
Company, doing business as AmerenUE (“UE”) and CIPS, providing for the
transfer by UE of its Illinois-based electric and natural gas utility
businesses to CIPS (the “UE Illinois Asset Transfer Agreement”). A brief
description of the terms and conditions of the UE Illinois Asset Transfer
Agreement is included under Item 8.01 below and the text of the agreement
dated as of May 2, 2005 is included as Exhibit
10.1. |
| · |
A
subordinated promissory note issued by CIPS to UE pursuant to the terms of
the UE Illinois Asset Transfer Agreement. A brief description of the terms
and conditions of this promissory note is included under Item 2.03 below
and the text of the note dated as of May 2, 2005 is included as Exhibit
4.2. |
| · |
An
asset transfer agreement between Genco and UE, providing for the transfer
by Genco of its 232 megawatt combustion turbine electric generating
station located in Kinmundy, Illinois, to UE. A brief description of the
terms and conditions of this asset transfer agreement is included under
Item 8.01 below and the text of the agreement dated as of May 2, 2005 is
included as Exhibit 10.2. |
| · |
An
asset transfer agreement between Genco and UE, providing for the transfer
by Genco of its 320 megawatt combustion turbine electric generating
station located in Pinckneyville, Illinois, to UE. A brief description of
the terms and conditions of this asset transfer agreement is included
under Item 8.01 below and the text of the agreement dated as of May 2,
2005 is included as Exhibit 10.3 |
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.
On May 1, 2000, Genco issued to CIPS a subordinated promissory note in the
principal amount of approximately $552 million (the “Original Genco Note”) as
consideration for CIPS’ transfer of its electric generating assets and related
liabilities to Genco on that date. The asset transfer agreement between CIPS and
Genco, dated as of May 1, 2000, was filed as Exhibit 10 to CIPS Form 10-Q for
the quarterly period ended June 30, 2000. The Original Genco Note had a 7
percent interest rate, a 10-year amortization schedule and a maturity date of
May 1, 2005. The Original Genco Note was subordinated to all senior debt of
Genco. As of April 30, 2005, the principal amount outstanding under the Original
Genco Note was approximately $249
million.
Effective
May 1, 2005, Genco amended certain terms of the Original Genco Note by the
issuance to CIPS of an amended and restated subordinated promissory note
(Exhibit 4.1 hereto) in the principal
amount of approximately $249 million with an interest rate of 7.125 percent per
annum, a 5-year amortization schedule and a maturity date of May 1, 2010 and
with terms of subordination identical to the Original Genco Note.
On May 2, 2005, pursuant to the terms of the UE Illinois Asset Transfer
Agreement (Exhibit 10.1 hereto), CIPS issued to UE a subordinated promissory
note (Exhibit 4.2 hereto) in the principal amount of approximately $69 million
as consideration for approximately 50 percent of the transferred assets. The
subordinated promissory note bears interest at 4.70 percent per annum and has a
10-year amortization schedule and a maturity date of May 2, 2010. With the
consent of UE, CIPS may prepay the promissory note in whole or in part without
premium or penalty. The promissory note is subordinated to all senior debt of
CIPS. A brief description of the transaction is included under Item 8.01
below.
SECTION 8
- OTHER EVENTS
Item
8.01 Other Events.
On May 2, 2005, following the receipt of all required regulatory approvals, UE
completed the transfer of its Illinois-based electric and natural gas utility
businesses, including its Illinois-based distribution assets, certain of its
transmission assets and approximately 100 employees, at an estimated net book
value of $138 million, to its affiliate, CIPS. Under the terms of the UE
Illinois Asset Transfer Agreement (Exhibit 10.1 hereto), the net book value will
be adjusted within 60 days after the May 2 closing to reflect the actual net
book value of the transferred assets as of the closing date. UE’s electric
generating facilities and a certain insignificant amount of its electric
transmission and communications facilities in Illinois were not part of the
transfer. Pursuant to the UE Illinois Asset Transfer Agreement, UE transferred
50 percent of the assets directly to CIPS in consideration for a CIPS
subordinated promissory note in the principal amount of approximately $69
million (discussed under Item 2.03 above) and 50 percent of the assets by means
of a dividend in kind to Ameren, followed by a capital contribution by Ameren to
CIPS. With the completion of this transfer, UE no longer operates as a public
utility subject to Illinois Commerce Commission regulation and limits its public
utility operations exclusively to the state of Missouri.
Also on May 2, 2005, following the receipt of all required regulatory approvals,
Genco completed the transfer to UE of its 232 megawatt combustion turbine
electric generating station located in Kinmundy, Illinois, for an estimated net
book value of $91 million, and its 320 megawatt combustion turbine electric
generating station located in Pinckneyville, Illinois, for an estimated net book
value of $150 million. Under the terms of each asset transfer agreement
(Exhibits 10.2 and 10.3 hereto), the net book value will be adjusted within 90
days after the closing to reflect the actual net book value of the transferred
assets as of the closing date. The transfer of these electric generating assets
satisfies the remainder of UE’s commitment under its 2002 Missouri electric rate
case settlement to add 700 megawatts of generation capacity by June 30, 2006. UE
added 240 megawatts of generation capacity in 2002 in partial satisfaction of
this commitment.
For additional information, reference is made to the press release dated May 2,
2005, which is included as Exhibit 99.1 and incorporated by reference
herein.
SECTION 9
- FINANCIAL
STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
4.1
|
Amended
and Restated Genco Subordinated Promissory Note, dated as of May 1,
2005.
|
|
4.2
|
CIPS
Subordinated Promissory Note, dated as of May 2, 2005.
|
|
10.1
|
UE
Illinois Asset Transfer Agreement among Ameren, UE and CIPS, dated as of
May 2, 2005.
|
|
10.2
|
Asset
Transfer Agreement related to Kinmundy Generation Station between Genco
and UE, dated as of May 2, 2005.
|
|
10.3
|
Asset
Transfer Agreement related to Pinckneyville Generation Station between
Genco and UE, dated as of May 2, 2005.
|
|
99.1
|
Press
Release, dated May 2, 2005.
|
This combined Form 8-K is being filed separately by Ameren Corporation, Union
Electric Company, Central Illinois Public Service Company and Ameren Energy
Generating 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 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.
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AMEREN
CORPORATION
(Registrant) |
|
|
|
|
By: |
/s/ Martin J.
Lyons |
| |
Martin
J. Lyons |
| |
Vice President and
Controller
(Principal Accounting Officer) |
|
|
|
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UNION ELECTRIC
COMPANY
(Registrant) |
|
|
|
|
By: |
/s/ Martin J.
Lyons |
| |
Martin
J. Lyons |
| |
Vice President and
Controller
(Principal Accounting Officer) |
|
|
|
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CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY
(Registrant) |
|
|
|
|
By: |
/s/ Martin J.
Lyons |
| |
Martin
J. Lyons |
| |
Vice President and
Controller
(Principal Accounting Officer) |
|
|
|
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AMEREN ENERGY GENERATING
COMPANY
(Registrant) |
|
|
|
|
By: |
/s/ Martin J.
Lyons |
| |
Martin
J. Lyons |
| |
Vice President and
Controller
(Principal Accounting
Officer) |
Date: May
2, 2005