Ameren 8-K dated November 3, 2006
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
|
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
|
|
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))
ITEM
1.02
Termination of a Material Definitive Agreement.
Reference
is made to Note 14 - Related Party Transactions under Part II, Item 8 in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and
Note
7 - Related Party Transactions under Part I, Item 1 in the Form 10-Q for the
quarterly period ended June 30, 2006, of registrant Ameren Corporation
(“Ameren”) and its registrant subsidiaries, Central Illinois Public Service
Company, doing business as AmerenCIPS (“CIPS”), and Ameren Energy Generating
Company (“Genco”) (collectively, the “registrants”), for a discussion of the
electric power supply agreement (the “Genco-Marketing Company PSA”) between
Genco and Ameren Energy Marketing Company (“Marketing Company”), an indirect
subsidiary of Ameren and an affiliate of CIPS and Genco. Reference is also
made
to Risk Factors under Part I, Item 1A in the registrants’ Annual Report on Form
10-K for the fiscal year ended December 31, 2005 and Note 2 - Rate and
Regulatory Matters under Part I, Item 1, Outlook under Part I, Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, and Risk Factors under Part II, Item 1A in the registrants’ Form
10-Q for the quarterly period ended June 30, 2006, for a discussion of power
procurement after the current Illinois electric utility rate freeze expires
on
January 1, 2007 and power supply agreements expire on December 31, 2006. The
Genco-Marketing Company PSA as last amended and restated on March 30, 2001
(filed as Exhibit 10.1 to Ameren’s Form 10-Q for the quarterly period ended
March 31, 2001) provides for the sale by Genco to Marketing Company of all
of
the energy and capacity available from Genco’s electric generating facilities.
The Genco-Marketing Company PSA is used in substantial part to allow Marketing
Company to obtain the energy and capacity it is obliged to provide to CIPS
under
a separate power supply agreement (the “Marketing Company-CIPS PSA”) between
Marketing Company and CIPS (filed as Exhibit 10.2 to Ameren’s Form 10-Q for the
quarterly period ended March 31, 2001). CIPS in turn uses this energy and
capacity to serve its retail customer load and for other purposes. The Marketing
Company-CIPS PSA will expire under its express terms on December 31,
2006.
The
Genco-Marketing Company PSA established no specific termination date for the
agreement but provided either party the right to terminate it on one year’s
notice. The Genco-Marketing Company PSA may be terminated earlier by mutual
consent of the parties.
With
the
December 31, 2006 expiration of the Marketing Company-CIPS PSA that is supported
by energy and capacity supplied under the Genco-Marketing Company PSA, Genco
and
Marketing Company on October 31, 2006, mutually consented to waive the one
year
termination notice requirement of the Genco-Marketing Company PSA and agreed
to
terminate it on December 31, 2006. This action will require acceptance by the
Federal Energy Regulatory Commission.
ITEM
2.02
Results of Operations and Financial Condition.
On
November 3, 2006, Ameren issued a press release announcing its earnings for
the
quarterly period ended September 30, 2006. The press release is attached as
Exhibit 99.1 and is incorporated herein by reference. The information furnished
pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities under that Section and shall
not
be deemed to be incorporated by reference into any filing of the registrants
under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act.
The
information contained in Exhibit 99.2 shall be deemed filed for purposes of
Section 18 of the Exchange Act and shall be deemed to be incorporated by
reference into any filing of Ameren (but not any of the other registrants)
under
the Securities Act or the Exchange Act.
ITEM
8.01
Other Events.
In
its
press release dated November 3, 2006, Ameren disclosed the following unaudited
consolidated financial statements: Statement of Income for the three months
and
nine months ended September 30, 2006 and September 30, 2005, Statement of Cash
Flows for the nine months ended September 30, 2006 and September 30, 2005 and
Balance Sheet at September 30, 2006 and December 31, 2005. The foregoing
unaudited consolidated financial statements are attached as Exhibit 99.2 and
Ameren hereby incorporates such consolidated financial statements by reference
into this Item 8.01 of this Current Report on Form 8-K.
ITEM
9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number: |
Title:
|
|
99.1
|
Press
release regarding earnings for the quarterly period ended
September
30, 2006, issued on November 3, 2006 by Ameren
Corporation.
|
|
99.2
*
|
Ameren
Corporation’s Unaudited Consolidated Statement of
Income
for the three months and nine months ended
September 30,
2006 and September 30, 2005, Unaudited
Consolidated
Statement of Cash Flows for the nine months
ended
September 30, 2006 and September 30, 2005 and
Unaudited
Consolidated Balance Sheet at September 30, 2006
and
December 31, 2005.
|
_______________________________________________
This
combined Form 8-K is being filed separately by each 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.
*
Exhibit
99.2 is intended to be deemed filed rather than furnished pursuant to General
Instructions B.2 of Form 8-K.
SIGNATURE
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.
AMEREN
CORPORATION
(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)
Date:
November 3, 2006
Exhibit
Index
| Exhibit
Number: |
Title:
|
|
99.1
|
Press
release regarding earnings for the quarterly period ended
September
30, 2006, issued on November 3, 2006 by Ameren
Corporation.
|
|
99.2
*
|
Ameren
Corporation’s Unaudited Consolidated Statement of
Income
for the three months and nine months ended
September 30,
2006 and September 30, 2005, Unaudited
Consolidated
Statement of Cash Flows for the nine months
ended
September 30, 2006 and September 30, 2005 and
Unaudited
Consolidated Balance Sheet at September 30, 2006
and
December 31, 2005.
|
*
Exhibit
99.2 is intended to be deemed filed rather than furnished pursuant to
General
Instructions B.2 of Form 8-K.