SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2000
Filed pursuant to the Public Utility Holding Company Act of 1935 by
AMEREN CORPORATION
1901 Chouteau Avenue, St. Louis, Missouri 63103
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000 1
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 11
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 11
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 11
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 12
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, principal business address and positions held as of
December 31, 2000 12
Part II. Financial connections as of December 31, 2000 21
Part III.Compensation and other related information 21
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 22
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 23
Part II. Contracts to purchase services or goods between any system
company and affiliate 24
Part III.Employment of any person by any system company for the
performance on a continuing basis of management services 24
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 24
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 24
Financial Statements Appendix B
Exhibits 25
SIGNATURES 28
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000.
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
Ameren Corporation 3,196,670,835 3,196,670,835 Holding Company
Union Electric Co. 102,123,834 2,501,576,484 2,501,576,484 Electric & Gas Utility
Envirotech Investment (1) Energy-Related
Fund, L.L.C.
Electric Energy, Inc. 24,800 8,834,467 3,533,787 Electric
Joppa & Eastern Railroad
Company(1) 10,000 100,000 100,000 Rail Transport
Met-South, Inc.(2) 100 5,000 5,000 Wholesale Marketing
Midwest Electric Power, Inc.(3) 1,000 100,000 100,000 Generating Company
Southern Materials Transfer, Inc.(4) 10,000 10,000 10,000 Coal Terminal
Massac Enterprises, LLC(5) (2) Purchasing Company
Union Electric Development Corp. 18,500 (20,734,976) (20,734,976) Community Develop-
ment & Energy-Related
Investments
Civic Ventures (3) Community
Investment Fund, LP Development
Lewis & Clark Industrial (4) Community
Development Corporation Development
Laclede's Landing (5) Community
Redevelopment Corp. Development
-1-
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000.
(Continued)
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
Gateway National Bank (6) Community
Development
NEMO Bank Community (7) Community
Development Corporation Development
St. Louis Equity Fund 1988 (8) Community
Development
St. Louis Equity Fund 1990 (8) Community
Development
St. Louis Equity Fund 1991 (8) Community
Development
St. Louis Equity Fund 1992 (8) Community
Development
St. Louis Equity Fund 1993 (8) Community
Development
St. Louis Equity Fund 1994 (8) Community
Development
St. Louis Equity Fund 1995 (8) Community
Development
St. Louis Equity Fund 1996 (8) Community
Development
St. Louis Equity Fund 1997 (8) Community
Development
St. Louis Equity Fund 1998 (8) Community
Development
-2-
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
St. Louis Equity Fund 1999 (8) Community
Development
St. Louis Equity Fund 2000(6) (8) Community
Development
St. Louis Equity Fund 2001(7) (8) Community
Development
Homestead Brookfield Housing (9) Community
Development
Central Illinois Public Service Company 25,452,373 537,187,535 537,187,535 Electric & Gas
Electric Energy, Inc. 12,400 8,834,467 1,766,894 Electric
Joppa & Eastern Railroad
Company 10,000 100,000 100,000 Rail Transport
Met-South, Inc. 100 5,000 5,000 Wholesale Marketing
Midwest Electric Power, Inc. 1,000 100,000 100,000 Generating Company
Southern Materials Transfer, Inc. 10,000 10,000 10,000 Coal Terminal
Massac Enterprises, LLC (2) Purchasing Company
CIPS Energy, Inc. 100 1,000 1,000 Inactive
CIPSCO Investment Company 100 41,636,383 41,636,383 Leasing and Energy-
Related Investments
Illinois Equity Fund 1992 (10) Investments
Illinois Equity Fund 1994 (10) Investments
-3-
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
Illinois Equity Fund 1996 (10) Investments
Illinois Equity Fund 1998 (10) Investments
Illinois Equity Fund 1999 (10) Investments
Illinois Equity Fund 2000(8) (10) Investments
St. Louis Equity Fund 1999 (10) Investments
St. Louis Equity Fund 2001(9) (10) Investments
CIPSCO Venture Company 100 962,125 962,125 Civic and Economic
Development
Effingham Development (11) Investments
Building II, LLC
Mattoon Enterprise Park LLC (12) Investments
MACC, LLC (13) Investments
CIPSCO Leasing Company 100 (14) 29,611,421 29,611,421 Leveraged Leases
CLC Aircraft Leasing Co. 100 (15) Equipment Leasing
CLC Leasing Co. A 100 (16) Equipment Leasing
CLC Leasing Co. B 100 (17) Inactive
CLC Leasing Co. C 100 (18) Inactive
CIPSCO Energy Company 100 5,404,081 5,404,081 Energy-Related
Investments
Massac Energy LLC(10) (19) Investments
-4-
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
CEC-APL-G Co. 100 (19) Equipment Leasing
CEC-APL-L Co. 100 (19) Equipment Leasing
CEC-PGE L.P. (20) Investments
CEC-PGE-G Co. 100 (20) Equipment Leasing
CEC-PGE-L Co. 100 (20) Equipment Leasing
CEC-PSPL L.P. (21) Investments
CEC-PSPL-G Co. 100 (21) Equipment Leasing
CEC-PSPL-L Co. 100 (21) Equipment Leasing
CEC-MPS L.P. (22) Investments
CEC-MPS-G Co. 100 (22) Equipment Leasing
CEC-MPS-L Co. 100 (22) Equipment Leasing
CEC-ACE L.P. (23) Investments
CEC-ACE-G Co. 100 (23) Equipment Leasing
CEC-ACE-L Co. 100 (23) Equipment Leasing
CEC-ACLP-Co. 100 (24) Investments
Ameren Energy, Inc. 1 (7,518,731) (7,518,731) Power Marketing,
Energy-Related
Ameren Services Co. 1,000 16,231,478 16,231,478 Services to Ameren
and its affiliates
-5-
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value Value Business Type
--------------- ----- ----- ----- ----- -------------
Ameren Development Company 1,000 (1,353,753) (1,353,753) Holding Company
Ameren ERC, Inc. 1,000 (4,515,000) (4,515,000) Energy-Related
Missouri Central Railroad(11) 95,000 (7,711,262) (8,117,118) Rail Transport
Gateway Energy Systems, L.C.
and affiliates (25) Energy-Related
Ameren Energy Communications, Inc. 1,000 (12,662,705) (12,662,705) Communications-
Related
Enporion Inc.(12) (26) E-Commerce
Ameren Energy Resources Company 1,000 43,748,529 43,748,529 Holding Company
Illinois Materials Supply Co.(13) 1,000 (137,954) (137,954) Purchasing Company
Ameren Energy Marketing Co.(14) 1,000 3,058,347 3,058,347 Wholesale and
Retail Marketing
Ameren Energy Development Co.(15) 1,000 44,036,750 44,036,750 Constructs Generating
Facilities
Ameren Energy Generating Co.(16) 1,000 43,809,790 43,809,790 Generating Company
Ameren Energy Fuels and Services 1,000 (89,542) (89,542) Fuel Purchasing
Company(17)
-6-
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000.
(Continued)
NOTES RELATING TO VOTING POWER AND BOOK VALUE
Union Electric Company
----------------------
(1) Envirotech Investment Fund, L.L.C.
Capital investments in energy-related businesses with Company
contributions amounting to $1,920,000 as of 12/31/00.
Electric Energy, Inc.
---------------------
(2) Massac Enterprises, LLC
Capital contribution of $100,000 for purchasing operations within
"enterprise zones".
Union Electric Development Corporation
--------------------------------------
(3) Civic Ventures Investment Fund, LP
Investment fund to promote growth and development of small and
minority business enterprises with Company contributions amounting to
$141,546 as of 12/31/00.
(4) Lewis and Clark Industrial Development Corporation
Capital contribution in civic development as of 12/31/00 of $5,000.
(5) Laclede's Landing Redevelopment Corporation
Capital contribution in civic development as of 12/31/00 of $10,000.
(6) Gateway National Bank
Capital contribution in civic development as of 12/31/00 of $49,190.
(7) NEMO Bank Community Development Corporation
Capital contribution in civic development as of 12/31/00 of $1,000.
(8) St. Louis Equity Funds - 1988, 1990, 1991, 1992, 1993, 1994, 1995,
1996, 1997, 1998, 1999, 2000 and 2001. Real estate investment funds,
with the Company's total contributions as of 12/31/00 of $6,060,601.
Includes purchase of tax credits from Mercantile Community
Development Corporation and Federal National Mortgage Association
along with a subscription commitment as noted in Footnote 7, Page 10.
No established market value. Housing Missouri Funds 1996, 1997 and
1998 have been merged into St. Louis Equity Funds - 1996, 1997 and
1998.
(9) Homestead Brookfield Housing
Capital contribution for economic development amounting to $1,500 as
of 12/31/00.
-7-
CIPSCO Investment Company
-------------------------
(10) Illinois Equity Funds - 1992, 1994, 1996, 1998, 1999 and 2000 Limited
Partnerships and St. Louis Equity Funds 1999 LLC and 2001 LLC Various
ownership interests of not more than 20% in various limited
partnerships. Total commitment to equity funds of $5.0 million. No
established market value, book value is $4,276,972. Includes purchase
of tax credits from Mercantile Community Development Corporation and
subscription commitment for 2001 LLC as noted in Footnote 9, Page 10.
CIPSCO Venture Company holdings:
--------------------------------
Total equity interest in the investments listed below is $962,125:
(11) Effingham Development Building II LLC
A 40% equity interest, but not the managing member, in the above
named limited liability company. No established market value.
(12) Mattoon Enterprise Park, LLC
A 20% equity interest, but not the managing member, in the above
named limited liability company. No established market value.
(13) MACC, LLC
A 33.33% interest, but not the managing member, in the above named
limited liability company. No established market value.
CIPSCO Leasing Company
----------------------
Total current asset book value of investments listed below is $29,611,421:
(14) A 17.5% undivided interest in a leveraged lease financing of a natural
gas liquids plant held under the subsidiary name of CIPSCO Leasing
Company.
(15) A 100% interest in a leveraged lease financing of a commercial aircraft
held under the subsidiary name CIPSCO Aircraft Leasing Company.
(16) A 25% undivided interest in a leveraged lease financing of various oil
and gas production equipment held under the subsidiary name CLC Leasing
Company A.
(17) Assets sold in 2000, partnership has no market or book value.
(18) CLC Leasing Company C established for future investment opportunities; no
current investments.
-8-
CIPSCO Energy Company
---------------------
Total current asset book value of investments listed below is $5,404,081:
(19) Massac Energy LLC
Restructured CEC-APL, LP into Massac Energy LLC. Turbine assets were
sold in 2000. Remaining book value is related to ongoing expenses
associated with an arbitration proceeding.
(20) CEC-PGE, LP
Asset was sold in 1999 and currently the partnership has no market or
book value.
(21) CEC-PSPL, LP
Asset was sold in 2000; partnership has no market or book value.
(22) CEC-MPS, LP
Asset was sold in 2000; partnership has no market or book value.
(23) CEC-ACE, LP
Asset was sold in 1999; partnership has no market or book value.
(24) Appomattox Cogeneration L.P.
A 24.75% limited partnership interest in the above named Limited
Partnership. This investment is held in CEC-ACLP Company, a
subsidiary of CIPSCO Energy Company. No established market value.
Ameren ERC, Inc.
---------------
(25) Gateway Energy Systems, LLC and affiliates
A 49% interest in the above named Limited Liability Company amounting
to $2,600,847.98 as of 12/31/00.
Ameren Energy Communications, Inc.
----------------------------------
(26) Enporion Inc.
Ameren was one of seven founding members of the above named
e-commerce company with a $3,000,000 investment as of 12/31/00.
-9-
FOOTNOTES
1 Joppa & Eastern Railroad Company was incorporated April 4, 1990. Serves as
rail transporter to power plant facility.
2 Met-South Inc. was incorporated in Illinois on May 28, 1992 as a non-regulated
company for the wholesale marketing of fly-ash.
3 Midwest Electric Power Inc. was incorporated in Illinois on August 14, 1998 as
a non-regulated generator of electricity for wholesale sales.
4 Southern Materials Transfer, Inc. was incorporated in Illinois on September
28, 1999 as a non-regulated coal terminal.
5 Massac Enterprises, LLC was incorporated on December 29, 1999 as a Limited
Liability Company.
6 St. Louis Equity Fund 2000 is the 2000 commitment to the real estate
investment fund.
7 St. Louis Equity Fund 2001 is subscription commitment of $1,000,000 to the
real estate fund; no money as of 12/31/00 had been paid.
8 Illinois Equity Fund 2000 is the 2000 subscription commitment to the real
estate investment fund.
9 St. Louis Equity Fund 2001 is 2000 subscription commitment of $500,000; no
money as of 12/31/00 had been paid.
10 Massac Energy LLC formed from the restructuring of former CEC-APL-LP on June
23, 2000.
11 Missouri Central Railroad originally incorporated in Delaware on June 6,
1997. Ameren purchased a 95% interest in 1999. Serves as rail transporter of
coal to power plant facilities.
12 Enporion was incorporated in Illinois on August 10, 2000 as an e-commerce
business for utilities.
13 Illinois Materials Supply Co. was incorporated in Illinois on 1/20/00 as a
non-regulated company to own and operate a retailing operation and serve as a
"qualified retailer" under Illinois law for purchasing building materials within
"enterprise zones".
14 Ameren Energy Marketing Company was incorporated in Illinois on March 2, 2000
as a non-regulated wholesale and retail marketing company.
15 Ameren Energy Development Company was incorporated in Illinois on March 27,
2000 as a non-regulated company which develops, constructs and leases generating
facilities.
16 Ameren Energy Generating Company was incorporated in Illinois on March 2,
2000 as a non-regulated generator of electricity for wholesale sales.
17 Ameren Energy Fuels and Services Company was incorporated in Illinois on
September 18, 2000 as a non-regulated company to manage coal, natural gas and
fuel oil purchases for the Ameren companies.
-10-
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
A. Ameren Corporation - Sale between System companies
1. Reference is made to Item 9, "Wholesale Generators and Foreign
Utility Companies" for a description of a transaction to transfer the
generating assets and liabilities of System company, Central Illinois
Public Service Company, to another System company, AmerenEnergy
Generating Company, an exempt wholesale generator.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
A. Central Illinois Public Service Company - Debt Issuance
1. Entered into a Loan Agreement with the Illinois Development Finance
Authority for the issuance of Pollution Control Revenue Refunding
Bonds in one series: $51.1 million Series 2000A, variable interest
rate, due March 1, 2014. The bonds were issued on March 9, 2000
(exempt under Rule 52).
B. Union Electric Company - Debt Issuance
1. Entered into a Loan Agreement with the State Environmental
Improvement and Energy Resources Authority of the State of Missouri
for the issuance of Environmental Improvement Revenue Refunding Bonds
in three series: $63.5 million Series 2000A, $63.0 million Series
2000B and $60.0 million Series 2000C, all variable interest rate, all
due March 1, 2035. The bonds were issued on March 9, 2000 (exempt
under Rule 52).
C. Ameren Energy Generating Company - Debt Issuance
1. Issuance of $225 million unsecured Senior Notes, 7.75% Series A, due
November 1, 2005. Issued on November 1, 2000 (exempt under Rule 32).
2. Issuance of $200 million unsecured Senior Notes, 8.35% Series B, due
November 1, 2010. Issued on November 1, 2000 (exempt under Rule 32).
D. Electric Energy, Inc. - Debt Issuance
1. Issuance of $40 million of indebtedness under an unsecured bank term
loan, variable interest rate, due 2004. Issued June 15, 2000 (exempt
under Rule 32).
E. Ameren Corporation - Guarantees
1. The registrant and its utility affiliates are self-insured for Worker's
Compensation Insurance and the Parent (Ameren Corporation) guarantees
the payment of outstanding claims of subsidiaries (the "Reserve"). At
December 31, 2000 the Reserve amounted to $17,242,846. The highest
amount outstanding at any time during the year cannot be readily
determined.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
A. Central Illinois Public Service Company - Debt Retirements
1. On March 15, 2000, this system company retired, with cash, upon
maturity its $5 million principal amount of 6.68% Series 97-1 First
Mortgage Bonds, Medium-Term Notes (exempt under Rule 52).
2. On April 1, 2000, this system company retired, with cash, upon maturity
its $25 million principal amount 6% Series Z First Mortgage Bonds
(exempt under Rule 52).
-11-
3. On April 24, 2000, this system company terminated a Loan Agreement with
the Illinois Development Finance Authority due to the redemption of the
associated Pollution Control Revenue Refunding Bonds (7.60% Series
1990A) in the amount of $20 million (exempt under Rule 52).
4. On April 24, 2000, this system company terminated a Loan Agreement with
the Illinois Development Finance Authority due to the redemption of the
associated Pollution Control Revenue Refunding Bonds (7.60% Series 1990B)
in the amount of $32 million (exempt under Rule 52).
5. On September 15, 2000, this system company retired, with cash, upon
maturity its $5 million principal amount 6.75% Series 97-1 First Mortgage
Bonds, Medium-Term Notes (exempt under Rule 52).
B. Union Electric Company - Debt Retirements
1. On April 24, 2000, this system company terminated a Reaffirmation
Agreement and a Company Note with the State Environmental Improvement and
Energy Resources Authority of the State of Missouri due to the redemption
of the associated Unit Priced Demand Adjustable Pollution Control Revenue
Bonds (Series 1985A) in the amount of $70 million (exempt under Rule 52).
2. On April 24, 2000, this system company terminated a Reaffirmation
Agreement and a Company Note with the State Environmental Improvement and
Energy Resources Authority of the State of Missouri due to the redemption
of the associated Unit Priced Demand Adjustable Pollution Control Revenue
Bonds (Series 1985B) in the amount of $56.5 million (exempt under Rule
52).
3. On May 8, 2000, this system company terminated a Loan Agreement with the
State Environmental Improvement and Energy Resources Authority of the
State of Missouri and was discharged from liability under certain First
Mortgage Bonds due to the redemption of the associated Environmental
Improvement Revenue Bonds (Series 1990A) in the amount of $60 million
(exempt under Rule 52).
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES
None.
ITEM 6. OFFICERS AND DIRECTORS - PART l.
The positions of officers and director of all system companies as of December
31, 2000 were as follows:
NAME AND ADDRESS POSITION
AMEREN CORPORATION
WARNER L. BAXTER ST. LOUIS, MO VP & C
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO SVP
WILLIAM E. CORNELIUS ST. LOUIS, MO D
CLIFFORD L. GREENWALT SPRINGFIELD, IL D
THOMAS A. HAYS ST. LOUIS, MO D
RICHARD A. LIDDY ST. LOUIS, MO D
GORDON R. LOHMAN CHICAGO, IL D
RICHARD A. LUMPKIN MATTOON, IL D
JOHN PETERS MACCARTHY ST. LOUIS, MO D
HANNE M. MERRIMAN WASHINGTON, DC D
PAUL L. MILLER, JR. ST. LOUIS, MO D
CHARLES W. MUELLER ST. LOUIS, MO D, CM, P & CEO
ROBERT H. QUENON ST. LOUIS, MO D
HARVEY SALIGMAN ST. LOUIS, MO D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
-12-
AMEREN CORPORATION (CONTINUED)
JANET MCAFEE WEAKLEY ST. LOUIS, MO D
JAMES W. WOGSLAND HAYDEN LAKE, ID D
UNION ELECTRIC COMPANY
RONALD D. AFFOLTER ST. LOUIS, MO VP
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO VP & C
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D & SVP
WILLIAM J. CARR ST. LOUIS, MO VP
DANIEL F. COLE ST. LOUIS, MO SVP
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D, P & CEO
CHARLES D. NASLUND ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D
GARRY L. RANDOLPH ST. LOUIS, MO SVP
WILLIAM C. SHORES ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
THOMAS R. VOSS ST. LOUIS, MO SVP
ELECTRIC ENERGY, INC.
JESSON A. BRADSHAW HOUSTON, TX D
RICHARD W. EIMER, JR. DECATUR, IL D
JAMES M. HELM JOPPA, IL S & T
R. ALAN KELLEY ST. LOUIS, MO D & CM
WAYNE T. LUCAS LOUISVILLE, KY D
CHARLES W. MUELLER ST. LOUIS, MO D
CHARLES D. NASLUND ST. LOUIS, MO D
ROBERT L. POWERS JOPPA, IL P
GARY L. RAINWATER SPRINGFIELD, IL D
PAUL W. THOMPSON LOUISVILLE, KY D
WILLIAM SHEPPARD JOPPA, IL VP
DAVID A. WHITELEY ST. LOUIS, MO D
UNION ELECTRIC DEVELOPMENT CORPORATION
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D, VP & T
DONALD E. BRANDT ST. LOUIS, MO D, VP & C
CHARLES W. MUELLER ST. LOUIS, MO D, P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP & S
ST. LOUIS EQUITY FUND 1988, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997,
1998, 1999, 2000, 2001
DONALD E. BRANDT ST. LOUIS, MO CM
-13-
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO D & C
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D
MICHAEL J. MONTANA ST. LOUIS, MO VP
GILBERT W. MOORMAN SPRINGFIELD, IL VP
CHARLES W. MUELLER ST. LOUIS, MO D
CRAIG D. NELSON ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D, P & CEO
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
THOMAS R. VOSS SPRINGFIELD, IL SVP
CIPS ENERGY, INC.
GARY L. RAINWATER SPRINGFIELD, IL D & P
STEVEN R. SULLIVAN ST. LOUIS, MO D, VP, S & T
CIPSCO INVESTMENT COMPANY
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CIPSCO SECURITIES COMPANY
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CIPSCO VENTURE COMPANY
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
EFFINGHAM DEVELOPMENT BUILDING II, LLC
LEE R. NICKLOY ST. LOUIS, MO D
MATTOON ENTERPRISES PARK LLC
LEE R. NICKLOY ST. LOUIS, MO D
-14-
MACC, LLC
LEE R. NICKLOY ST. LOUIS, MO D
ILLINOIS EQUITY FUND 1992, 1994, 1996, 1998, 1999, 2000
LEE R. NICKLOY ST. LOUIS, MO D
CIPSCO LEASING COMPANY
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CLC AIRCRAFT LEASING CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CLC LEASING CO. A
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CLC LEASING CO. B
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CLC LEASING CO. C
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
-15-
CIPSCO ENERGY COMPANY
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CEC-APL-G CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CEC-APL-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D, T
RONALD K. EVANS ST. LOUIS, MO D, S
GREGORY L. NELSON ST. LOUIS, MO D, PEO, P
CEC-PGE-G CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CEC-PGE-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D, T
RONALD K. EVANS ST. LOUIS, MO D, S
GREGORY L. NELSON ST. LOUIS, MO D, PEO, P
CEC-PSPL-G CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CEC-PSPL-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D, T
RONALD K. EVANS ST. LOUIS, MO D, S
GREGORY L. NELSON ST. LOUIS, MO D, PEO, P
-16-
CEC-MPS-G CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CEC-MPS-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D, T
RONALD K. EVANS ST. LOUIS, MO D, S
GREGORY L. NELSON ST. LOUIS, MO D, PEO, P
CEC-ACE-G CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
CEC-ACE-L CO.
DIANE L. BORTMESS SPRINGFIELD, IL D, T
RONALD K. EVANS ST. LOUIS, MO D, S
GREGORY L. NELSON ST. LOUIS, MO D, PEO, P
CEC-ACLP- CO.
WARNER L. BAXTER ST. LOUIS, MO C
JERRE E. BIRDSONG ST. LOUIS, MO D, PEO, P, T
DONALD E. BRANDT ST. LOUIS, MO D
LEE R. NICKLOY ST. LOUIS, MO D, VP
STEVEN R. SULLIVAN ST. LOUIS, MO S
AMEREN ENERGY, INC.
PAUL A. AGATHEN ST. LOUIS, MO D
DONALD E. BRANDT ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
DANIEL F. COLE ST. LOUIS, MO D
BAXTER A. GILLETTE ST. LOUIS, MO VP
CLARENCE J. HOPF ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D
GARY L. RAINWATER SPRINGFIELD, IL D
BRIAN RETTENMAIER ST. LOUIS, MO C
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JAMES F. WHITESIDES ST. LOUIS, MO PEO, P
-17-
AMEREN SERVICES CO.
PAUL A. AGATHEN ST. LOUIS, MO D & SVP
WARNER L. BAXTER ST. LOUIS, MO D, VP & C
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
CHARLES A. BREMER ST. LOUIS, MO VP
WILLIAM J. CARR ST. LOUIS, MO VP
DANIEL F. COLE ST. LOUIS, MO SVP
JIMMY L. DAVIS ST. LOUIS, MO VP
JEAN M. HANNIS ST. LOUIS, MO VP
MICHAEL J. MONTANA ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D, P & CEO
MICHAEL G. MUELLER (1) ST. LOUIS,MO VP
CRAIG D. NELSON ST. LOUIS, MO VP
GREGORY L. NELSON ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D
J. KAY SMITH ST. LOUIS, MO VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
DAVID A. WHITELEY (2) ST. LOUIS, MO VP
SAMUEL E. WILLIS ST. LOUIS, MO VP
THOMAS R. VOSS ST. LOUIS, MO SVP
RONALD C. ZDELLAR ST. LOUIS, MO VP
(1) Mr. Mueller was elected on September 18, 2000.
(2) Mr. Whiteley was elected on January 1, 2000.
AMEREN DEVELOPMENT COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
DANIEL F. COLE ST. LOUIS, MO D
CHARLES W. MUELLER ST. LOUIS, MO D, P
GARY L. RAINWATER ST. LOUIS, MO D, SVP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
AMEREN ERC, INC.
PAUL A. AGATHEN ST. LOUIS, MO D, SVP
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D, SVP
DANIEL F. COLE ST. LOUIS, MO D, P
MICHAEL G. MUELLER (1) ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
(1) Mr. Mueller was elected on September 18, 2000.
GATEWAY ENERGY SYSTEMS, L.C. AND AFFILIATES
DONALD E. BRANDT ST. LOUIS, MO D
-18-
AMEREN ENERGY COMMUNICATIONS, INC.
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D, P
GARY L. RAINWATER SPRINGFIELD, IL D
STEVEN R. SULLIVAN ST. LOUIS, MO S
AMEREN ENERGY RESOURCES COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
DONALD E. BRANDT ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
DANIEL F. COLE ST. LOUIS, MO D
R. ALAN KELLEY (1) ST. LOUIS, MO VP
CHARLES W. MUELLER ST. LOUIS, MO D
GARY L. RAINWATER SPRINGFIELD, IL D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
(1) Mr. Kelley was elected on November 13, 2000.
MISSOURI CENTRAL RAILROAD
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO D
LOWELL S. JACOBSON HAYDEN, AZ D
R. ALAN KELLEY ST. LOUIS, MO D
JOHN F. LARKIN OMAHA, NE D
MICHAEL G. MUELLER ST. LOUIS, MO D
ROBERT K. NEFF ST. LOUIS, MO P
STEVEN R. SULLIVAN ST. LOUIS, MO D, GC & S
ILLINOIS MATERIALS SUPPLY CO.
PAUL AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D
R. ALAN KELLEY ST. LOUIS, MO VP
GREGORY L. NELSON ST. LOUIS, MO VP
MICHAEL J. MONTANA ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
DAVID A. WHITELEY ST. LOUIS, MO VP
AMEREN ENERGY MARKETING COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D
GARY L. RAINWATER SPRINGFIELD, IL D
ANDREW M. SERRI ST. LOUIS, MO VP
-19-
AMEREN ENERGY MARKETING COMPANY (CONTINUED)
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JAMES F. WHITESIDES ST. LOUIS, MO P
AMEREN ENERGY DEVELOPMENT COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
R. ALAN KELLEY ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D, P
JERRY L. SIMPSON SPRINGFIELD, IL VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JAMES F. WHITESIDES ST. LOUIS, MO VP
AMEREN ENERGY GENERATING COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
JERRE E. BIRDSONG ST. LOUIS, MO T
WARNER L. BAXTER ST. LOUIS, MO VP, C
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D
R. ALAN KELLEY ST. LOUIS, MO SVP
MICHAEL J. MONTANA ST. LOUIS, MO VP
ROBERT L. POWERS ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D, P
JERRY L. SIMPSON SPRINGFIELD, IL VP
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
AMEREN ENERGY FUELS AND SERVICES COMPANY
PAUL A. AGATHEN ST. LOUIS, MO D
WARNER L. BAXTER ST. LOUIS, MO VP & C
JERRE E. BIRDSONG ST. LOUIS, MO T
DONALD E. BRANDT ST. LOUIS, MO D
DANIEL F. COLE ST. LOUIS, MO D
MICHAEL G. MUELLER ST. LOUIS, MO VP
GARY L. RAINWATER SPRINGFIELD, IL D, P
STEVEN R. SULLIVAN ST. LOUIS, MO VP, GC & S
JOPPA & EASTERN RAILROAD COMPANY
T.RICHARD MARGER CARBONDALE, IL P
JOHN S. RENDLEMAN CARBONDALE, IL S
MET-SOUTH, INC.
T.RICHARD MAGER CARBONDALE, IL P
JOHN S. RENDLEMAN CARBONDALE, IL VP,S
JAMES M. HELM JOPPA, IL T
-20-
MIDWEST ELECTRIC POWER, INC.
T.RICHARD MAGER CARBONDALE, IL P
JOHN S. RENDLEMAN CARBONDALE, IL S,T
SOUTHERN MATERIALS TRANSFER, INC.
T.RICHARD MAGER CARBONDALE, IL P
JEFF BERKBIGLER CARBONDALE, IL S
JAMES M. HELM JOPPA, IL T
NOTE: Positions are indicated above by the following symbols:
C -- Controller
CEO -- Chief Executive Officer
CM -- Chairman
D -- Director
GC -- General Counsel
P -- President
PEO -- Principal Executive Officer
S -- Secretary
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
ITEM 6. OFFICERS AND DIRECTORS - PART ll.
Financial Connections - The following is a list, as of December 31, 2000, of all
officers and directors of each system company who have financial connections
within the provisions of Section 17(c) of the Public Utility Holding Company Act
of 1935.
Position
Held in Applicable
Name of Officer Financial Exemption
or Director Name and Location of Financial Institution Institution Rules
(1) (2) (3) (4)
----------------- --------------------------------------------- ----------- -------------
AMEREN CORPORATION
Richard A. Lumpkin First Mid-Illinois Bancshares Inc. Director Rule 70(a)
First Mid-Illinois Bank & Trust NA Director Rule 70(a)
ITEM 6. OFFICERS AND DIRECTORS - PART lll.
(a) and (b) Directors' and Executive Officers' Compensation and Security
Interests.
Information concerning directors, the chief executive officer and the four other
most highly compensated executive officers (as defined by regulations of the
Securities and Exchange Commission) of Ameren Corporation System companies is
incorporated by reference to "Item (1): Election of Directors", "Security
Ownership of Management" and "Executive Compensation" in Ameren Corporation's
2001 definitive proxy statement, a copy of which is included as Exhibit A.4 to
this Form U5S.
-21-
(c) Directors' and Executive Officers' Contracts and Transactions with System
Companies.
None.
(d) Indebtedness of Directors or Executive Officers to System Companies.
None.
(e) Directors' and Executive Officers' Participation in Bonus and
Profit-Sharing Arrangements and Other Benefits.
Information concerning directors, the chief executive officer and the four other
most highly compensated executive officers (as defined by regulations of the
Securities and Exchange Commission) of Ameren Corporation System companies is
incorporated by reference to "Item (1): Election of Directors" and "Executive
Compensation" in Ameren Corporation's 2001 definitive proxy statement, a copy of
which is included as Exhibit A.4 to this Form U5S.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the System companies is incorporated provide
broadly for indemnification of directors and officers against claims and
liabilities against them in their capacities as such. Each of the System
companies' charters or by-laws also provides for indemnification of directors
and officers. In addition, directors and executive officers of the System
companies are insured under directors' and officers' liability policies issued
by Great American Insurance Company, Reliance National Insurance Company, Gulf
Insurance Company and Executive Risk Indemnity, Inc. The policies are for the
period January 1, 1998 to March 1, 2003. Ameren Corporation has entered into a
standard form of indemnity agreement with each of its directors and officers.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
1. Political
---------
Central Illinois Public Service Company (d/b/a AmerenCIPS), by authorization of
its Board of Directors, matched employee and retiree contributions made to the
AmerenCIPS Political Action Committee (PAC) in the amount of $40,000. The
AmerenCIPS PAC is a political action committee established in accordance with
the laws of the state of Illinois for the sole purpose of supporting state and
local political candidates in the state of Illinois. The $40,000 matching
contribution to the AmerenCIPS PAC was made and reported in accordance with
Illinois law.
Union Electric Company (d/b/a AmerenUE), by authorization of its Board of
Directors, matched employee contributions made to the AmerenUE Political Action
Committee (PAC) in the amount of $26,546.41. The AmerenUE PAC is a continuing
committee established in accordance with the laws of the state of Missouri for
the sole purpose of supporting state and local political candidates in the state
of Missouri. The $26,546.41 matching contribution to the AmerenUE PAC was made
and reported in accordance with Missouri law.
2. Citizens Groups
---------------
Citizens for Missouri Children - $5000
This was a contribution for a public education activity to raise awareness that
would make a difference in childrens's lives.
Account: MAJ-426, Min-001
-22-
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Contracts for services, including engineering or construction
services, or goods supplied or sold between System companies are as
follows:
Calendar Year 2000
Compensation
Nature of Transactions Company Performing Service Company Receiving Service (4)
(1) (2) (3) (in thousands)
Coal Sales AmerenUE AmerenERC, Inc. $638,666
Energy Trading AmerenEnergy, Inc. AmerenUE 229,408
Materials and Supplies Illinois Materials Supply Co. AmerenCIPS 459,983
Materials and Supplies Illinois Materials Supply Co. AmerenUE 150,934
Misc. Services AmerenCIPS AmerenEnergy Communications, Inc. 7,395
Misc. Services AmerenCIPS AmerenEnergy Marketing Company 469,879
Misc. Services AmerenCIPS AmerenEnergy Resources Company 319,108
Misc. Services AmerenCIPS AmerenEnergy, Inc. 32,667
Misc. Services AmerenCIPS AmerenUE 467,452
Misc. Services AmerenCIPS CIPSCO Investment 2,024
Misc. Services AmerenCIPS Illinois Materials Supply Co. 5,978
Misc. Services AmerenEnergy Communications, Inc. AmerenCIPS 12,098
Misc. Services AmerenEnergy Marketing Company AmerenEnergy Communications, Inc. 1,643
Misc. Services AmerenEnergy Marketing Company AmerenEnergy, Inc. 43,963
Misc. Services AmerenEnergy Resources Company Illinois Materials Supply Co. 4,225
Misc. Services AmerenEnergy, Inc. Ameren Corporation 1,482
Misc. Services AmerenEnergy, Inc. AmerenEnergy Marketing Company 537,402
Misc. Services AmerenUE Ameren Corporation 2,424
Misc. Services AmerenUE AmerenCIPS 1,894,191
Misc. Services AmerenUE AmerenEnergy Communications, Inc. 8,681
Misc. Services AmerenUE AmerenEnergy Fuels & Services 15,843
Misc. Services AmerenUE AmerenEnergy, Inc. 112,904
Misc. Services AmerenUE AmerenEnergy Marketing Company 552,983
Misc. Services AmerenUE AmerenEnergy Resources Company 69,933
Misc. Services AmerenUE AmerenERC, Inc. 24,921
Misc. Services AmerenUE Illinois Materials Supply Co. 2,705
Misc. Services AmerenUE Union Electric Development Co. 9,110
Transmission Services AmerenCIPS AmerenEnergy Marketing Company 818,620
Transmission Services AmerenUE AmerenEnergy Marketing Company 1,108,022
-23-
Part II. The System companies had no contracts to purchase services or goods
during 2000 from any affiliated (other than a System company) or from a
company, in which any officer or director of the receiving company is a
partner or owns 5 percent of more of any class of equity securities.
Part III. The System company does not employ any other person for the
performance on a continuing basis of management, supervisory or
financial advisory services.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Filed confidentially as Appendix A and on Form SE.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Filed confidentially as Appendix B and on Form SE.
NOTES TO FINANCIAL STATEMENTS
Ameren Corporation Reference is made to "Notes to
Consolidated Financial Statements" contained on
pages 30 through 45 in the Ameren 2000 Annual
Report to Shareholders, which information is
incorporated by reference.
Union Electric Company Reference is made to "Notes to
Financial Statements" contained on pages 23
through 38 in the Union Electric Company 2000
Annual Report, which information is incorporated
by reference.
Central Illinois Public Reference is made to "Notes to Financial
Service Company Statements" contained on pages 22 through 35 in
the Central Illinois Public Service Company 2000
Annual Report, which information is incorporated
by reference.
-24-
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk appears next to the exhibit reference. A single
asterisk indicates exhibits which are filed herewith.
EXHIBIT
NUMBER DESCRIPTION
A. ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
A.1 2000 Annual Report on Form 10-K for Ameren Corporation.
(File No. 001-14756)
A.2 2000 Annual Report on Form 10-K for Central Illinois Public
Service Company. (File No. 001-03672)
A.3 2000 Annual Report on Form 10-K for Union Electric Company.
(File No. 001-02967)
A.4 2001 Proxy Statement of Ameren Corporation. (File No. 001-14756)
A.5 2001 Proxy Statement of Central Illinois Public Service Company.
(File No. 001-03672)
A.6 2001 Proxy Statement of Union Electric Company.
(File No. 001-02967)
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER
FUNDAMENTAL DOCUMENTS OF ORGANIZATION
*B.1 Missouri Central Railroad Company (filed herewith on Form SE)
*B.2 Enporion, Inc. (filed herewith on Form SE)
*B.3 Illinois Materials Supply Co. (filed herewith on Form SE)
*B.4 Ameren Energy Marketing Company (filed herewith on Form SE)
*B.5 Ameren Energy Development Company (filed herewith on Form SE)
*B.6 Ameren Energy Generating Company (filed herewith on Form SE)
*B.7 Ameren Energy Fuels and Services Company
(filed herewith on Form SE)
C. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
C.1 Union Electric Company
*C1.1 Trust Indenture - Environmental Improvement Revenue
Refunding Bonds, Series 2000A, 2000B and 2000C (filed
herewith on Form SE)
*C1.2 Loan Agreement - Environmental Improvement Revenue
Refunding Bonds, Series 2000A, 2000B and 2000C (filed
herewith on Form SE)
C.2 Central Illinois Public Service Company
*C2.1 Trust Indenture - Pollution Control Revenue Refunding
Bonds, Series 2000A (filed herewith on Form SE)
*C2.2 Loan Agreement - Pollution Control Revenue Refunding
Bonds, Series 2000A (filed herewith on Form SE)
-25-
C.3 Ameren Energy Generating Company
C3.1 Indenture - Senior Notes (File No. 333-56594,
Exhibit 4.1).
C3.2 First Supplemental Indenture - 7.75% Senior Notes, Series
A due 2005 and 8.35% Senior Notes, Series B due 2010
(File No. 333-56594, Exhibit 4.2).
C3.3 Registration Rights Agreement - 7.75% Senior Notes,
Series A due 2005 and 8.35% Senior Notes, Series B due
2010 (File No. 333-56594, Exhibit 4.5).
*D. AGREEMENT ALLOCATING CONSOLIDATED INCOME TAX LIABILITY BY AMEREN
CORPORATION AND SUBSIDIARIES
F. SCHEDULES SUPPORTING ITEMS OF THE REPORT
F.1 The opinion of the independent accountants as to the
consolidated financial statements and the footnotes are
included in Exhibit A.1, which is incorporated by reference.
*F.2 Supporting plant, depreciation and reserve schedules for Union
Electric Company from FERC Form No. 1 - Annual Report of Major
Electric Utilities, Licensees, and Others, FERC Form No. 2 -
Annual Report of Natural Gas Companies, and Form 21 ILCC -
Annual Report of Electric Utilities Licensees and/or Natural
Gas Utilities as follows: (Filed confidentially and on Form
SE)
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)
Nuclear Fuel Materials
Electric Plant in Service
Gas Plant in Service
Electric Plant Held for Future Use
Construction Work in Progress - Electric
Construction Work in Progress - Gas
Accumulated Provision for Depreciation of Electric Utility
Plant
Accumulated Provision for Depreciation of Gas Utility Plant
Gas Stored
Non-utility Property
Accumulated Provision for Depreciation and Amortization of
Non-utility Property
Depreciation and Amortization of Electric Plant
Depreciation, Depletion and Amortization of Gas Plant
*F.3 Supporting plant, depreciation and reserve schedules for
Central Illinois Public Service Company from FERC Form No. 1 -
Annual Report of Major Electric Utilities, Licensees, and
Others and Form 21 ILCC - Annual Report of Electric Utilities
Licensees and/or Natural Gas Utilities as follows: (filed
confidentially and on Form SE)
-26-
Summary of Utility Plant and Accumulated Provisions for
Depreciation, Amortization and Depletion (Electric & Gas)
Electric Plant in Service
Gas Plant in Service
Manufactured Gas Production Plant - Supplemental Schedule
Electric Plant Held for Future Use
Gas Plant Held for Future Use
Construction Work in Progress - Electric
Construction Work in Progress - Gas
Accumulated Provision for Depreciation of Electric Utility
Plant
Accumulated Provision for Depreciation of Gas Utility Plant
Gas Stored
Non-utility Property
Accumulated Provision for Depreciation and Amortization of
Non-utility Property
Depreciation and Amortization of Electric Plant
Depreciation, Depletion and Amortization of Gas Plant
*G. ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG IN WHICH THE
SYSTEM HOLDS AN INTEREST TO OTHER SYSTEM COMPANIES
(filed herewith on Form SE)
H. FINANCIAL STATEMENTS FOR EACH EWG OF THE REGISTERED HOLDING COMPANY
H.1 Audited Financial Statements for AmerenEnergy Generating
Company (File No. 333-56594, Form S-4, filed under the
Securities and Exchange Act of 1933)
*H.2 Audited Consolidated Financial Statements for Electric Energy,
Inc. and Subsidiaries (filed confidentially and on Form SE)
*H.3 Unaudited Consolidated Financial Statements for AmerenEnergy
Development Company (filed confidentially and on Form SE)
*H.4 Unaudited Financial Statements for Midwest Electric Power,
Inc. (filed confidentially and on Form SE)
-27-
SIGNATURE
Ameren Corporation, a registered holding company, has duly caused this annual
report for the year ended December 31, 2000 to be signed on its behalf by the
undersigned thereunto duly authorized, pursuant to the requirements of the
Public Utility Holding Company Act of 1935.
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
---------------------------------------
Steven R. Sullivan
Vice President, General Counsel
and Secretary
April 30, 2001
-28-
Exibit D
AMEREN CORPORATION
AND ITS AFFILIATED CORPORATIONS
TAX ALLOCATION AGREEMENT
This agreement is made as of ______________, 2000 by and among Ameren
Corporation, a registered public utility holding company, and its affiliated
corporations, as identified in Exhibit A hereto (collectively, the "Group";
individually, "member of the Group").
WHEREAS, the members of the Group are affiliated corporations within
the meaning of section 1504 of the Internal Revenue Code of 1986, as amended,
and will join in the annual filing of a consolidated federal income tax return;
WHEREAS, the members of the Group intend to allocate the consolidated
income tax liabilities and benefits to each member of the Group in a fair and
equitable manner; and
WHEREAS, the members of the Group intend to allocate the liabilities
and benefits arising from the Group's annual consolidated income tax returns in
compliance with Title 17, section 250.45(c) of the Code of Federal Regulations,
section 1552(a)(1) of the Internal Revenue Code and Title 26, section
1.1502-33(d)(2) of the Code of Federal Regulations;
IT IS THEREFORE AGREED, as follows:
Section 1. Definitions
For purposes of this agreement, the following definitions shall apply:
(a) "Consolidated tax" shall mean the Group's aggregate tax
liability for a taxable year as shown on the consolidated
federal income tax return.
(b) "Consolidated refund" shall mean the Group's refund for a
taxable year as shown on the consolidated federal income tax
return.
(c) "Corporate taxable income" or "corporate taxable loss" shall
mean the income or loss of a member of the Group for a taxable
year, computed as though the member had filed a separate
federal income tax return on the same basis as used in the
consolidated return, except that:
(1) Dividend income from other members of the Group
shall be disregarded, and
(2) Intercompany transactions that are eliminated in
the consolidated return shall be given appropriate
treatment.
-1-
(d) "Separate return tax" shall mean the federal income tax
liability or federal income tax refund, computed with respect
to the corporate taxable income or loss of a member of the
Group as though the member were not a member of the Group. If
the separate return tax is a liability, it shall be referred
to as a "positive separate return tax." If the separate return
tax is a refund, it shall be referred to as a "negative
separate return tax."
(e) A "positive" allocation shall be the obligation to make a
payment to the Group. A "negative" allocation shall be the
right to receive a payment from the Group.
Section 2. General Allocation Method
Each taxable year, the members of the Group shall allocate the
consolidated tax or consolidated refund in accordance with the following
procedures:
(a) A member, to include Ameren Corporation, that would have a
positive separate return tax shall receive a positive
allocation in an amount equal to such positive separate return
tax.
(b) A member, other than Ameren Corporation, that would have a
negative separate return tax shall receive a negative
allocation in an amount equal to such negative separate return
tax.
(c) If Ameren Corporation would have a negative separate return
tax, then each member having positive separate return tax
shall receive a negative allocation in an amount equal to such
negative separate return tax multiplied by the member's share
of the sum of the positive separate return tax.
Section 3. Special Allocation Rules
(a) Alternative Minimum Tax. In any year in which alternative
minimum tax (AMT) is payable by the Group, the consolidated
tax shall be separated into two parts: regular tax and AMT.
(1) Regular tax shall be allocated in accordance with
the general allocation method set forth in section
2, above.
(2) AMT will be allocated to each member of the Group
based on the proportion of:
(A) the excess of its separate company tentative
minimum tax over its separate company regular
tax liability, to
(B) the aggregate of the excesses of such companies'
tentative minimum tax amounts over their regular tax
liability amounts.
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(3) Each member whose regular tax liability exceeds its
tentative minimum tax on a separate company basis
shall be excluded from this calculation and shall not
be impacted by the Group's AMT liability.
(4) The minimum tax credit shall be allocated to the
members of the Group to which the associated AMT was
allocated, in proportion to the associated AMT
allocated to such members.
(b) Investment Tax Credits; Other Tax Benefits and Material Items
Taxed at Different Rates. Any investment tax credits, other
tax benefits and material items taxed at rates other than the
rate applicable to corporate taxable income shall be allocated
directly to the members of the Group giving rise to them.
Section 4. Maximum Allocation
The tax allocated to any member shall not exceed the separate return
tax of such member.
Section 5. Payments
Each member of the Group is responsible for its own tax liability.
Payment of such liability shall be made in accordance with the following
procedure:
(a) A member of the Group with a net positive allocation shall
pay Ameren Corporation the net amount allocated.
(b) A member of the Group with a net negative allocation shall
receive payment from Ameren Corporation in the amount of the
net negative allocation.
(c) Ameren Corporation shall pay to the Internal Revenue Service
the Group's net current federal income tax liability from the
net of the receipts and payments to and from members of the
Group.
(d) Ameren Corporation shall make any calculations on behalf of
the members of the Group necessary to comply with the
estimated tax provisions of IRC section 6655. Based on such
calculations, Ameren Corporation shall charge the members
appropriate amounts at intervals consistent with the dates in
that section.
(e) If the Group has a consolidated net operating loss ("NOL") for
a taxable year (the "loss year") and the NOL cannot be used in
full by being carried back to a prior taxable year, the unused
portion of the NOL shall be allocated (as negative
allocations) to the members of the Group having negative
allocations for the loss year in proportion to the relative
magnitude of such negative allocations for the loss year. Each
such member shall carry negative allocation from the loss year
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forward to the following taxable year and combine it with its
allocation for such following taxable year.
(f) A member shall make any payment required by this section
within 60 days after receiving notice of such payment from
Ameren Corporation. Alternatively, in the case of any second
tier subsidiary (any company that is wholly-owned by Union
Electric Company, Central Illinois Public Service Company, or
CIPSCO Investment Company), the parent of such second-tier
subsidiary may make the payment required by the preceding
sentence for itself and all of its second-tier subsidiaries
within the 60-day period, with the second-tier subsidiaries to
compensate such parent within a reasonable time thereafter.
Section 6. Adjustments to Tax Liability Shown on Returns
(a) In the event that the consolidated tax or consolidated refund is
subsequently adjusted by the Internal Revenue Service or by a court decision,
the consolidated tax, consolidated refund and separate return tax shall be
adjusted accordingly consistent with the methodology set forth previously in
this agreement. Any prior payments among the members of the Group shall be
adjusted to conform to the change.
(b) If any interest is paid or received as a result of an adjustment to
consolidated tax or consolidated refund, it will be allocated to the parties in
the proportion that each member's change in separate tax in each affected year
bears to the change in consolidated tax or consolidated refund.
(c) Any penalty shall be paid by the member of the Group that is
responsible for the penalty. If the party at fault cannot be determined, the
penalty shall be allocated in the same manner as if it were additional tax.
Section 7. State Income Taxes
(a) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a separate state income tax return by a
member of the Group shall be allocated to and paid directly by such member.
(b) Any state income tax liability (including liability for interest or
penalties) associated with the filing of a consolidated, unitary, or combined
state return shall be allocated to the members of the Group participating in the
returns following the procedures set forth above for federal income tax
liabilities.
(c) Because certain states utilize a unitary method, the Group's aggregate
income tax liability to a state may exceed the sum of the members' separate
return income tax liabilities to the state. If this occurs, the excess of the
Group's aggregate liability to such state over the sum of the members' separate
return liabilities for such state shall be allocated to the member or members
whose operations caused the Group to be taxed by the state, following the
procedures
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set forth above for federal income tax liabilities. Conversely, the
sum of the members' separate return liabilities may exceed the Group's aggregate
liability to a state. Notwithstanding section 4 of this agreement, if this
occurs, the excess of the sum of the members' separate return liabilities for
such state over the Group's aggregate liability to such state shall be allocated
to the member or members whose operations caused the excess, following the
procedures set forth above for federal income tax liabilities.
Section 8. New Affiliates
The members of the Group will cause any corporation which becomes an
affiliated corporation within the meaning of IRC section 1504 to join in this
agreement.
Section 9. Amendment
This agreement may be amended from time to time as the result of
changes in federal or state law or relevant facts and circumstances.
Section 10. Cooperation of Members
Each member shall execute and file such consent, elections and other
documents that may be required or appropriate for the proper filing of
consolidated income tax returns and for the allocations provided by this
agreement.
* * * * * * * *
The above procedures for allocating the consolidated income tax
liability of the Group have been agreed to by each of the below listed members
of the Group, as evidenced by the signature of an officer of each member.
Ameren Corporation by: ________________________________
Ameren Development Company by: ________________________________
Ameren ERC, Inc. by: ________________________________
Ameren Energy Communications, Inc. by: ________________________________
Ameren Energy Development Company by: ________________________________
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Ameren Energy Fuels and Services
Company by: ________________________________
Ameren Energy Generating Company by: ________________________________
Ameren Energy, Inc. by: ________________________________
Ameren Energy Marketing Company by: ________________________________
Ameren Energy Resources Company by: ________________________________
Ameren Services Company by: ________________________________
Central Illinois Public Service Company by: ________________________________
CIPSCO Investment Company by: ________________________________
CIPS Energy, Inc. by: ________________________________
Illinois Materials Supply Co. by: ________________________________
Illinois Steam, Inc. by: ________________________________
Missouri Central Railroad Company by: _______________________________
Union Electric Company by: ________________________________
Union Electric Development Corporation by: ________________________________
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EXHIBIT A
Ameren Corporation
Ameren Development Company
Ameren ERC, Inc.
Ameren Energy Communications, Inc.
Ameren Energy Development Company
Ameren Energy Fuels and Services Company
Ameren Energy Generating Company
Ameren Energy, Inc.
Ameren Energy Marketing Company Ameren Energy Resources Company Ameren Services
Company Central Illinois Public Service Company CIPSCO Investment Company CIPS
Energy Inc.
Illinois Materials Supply Co.
Illinois Steam, Inc.
Missouri Central Railroad Company
Union Electric Company
Union Electric Development Corporation