SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 17, 2001
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 1-14756 43-1723446
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (314) 554-2715
ITEM 5. OTHER EVENTS
On May 17, 2001, the Registrant issued a press release recommending
that its stockholders not accept TRC Capital Corporation's mini-tender offer to
purchase up to 4,000,000 shares of the Registrant's outstanding common stock at
an offer price of $40.00 per share. The press release is attached as Exhibit 99
and is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits.
99 Press release, dated May 17, 2001, issued by the Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMEREN CORPORATION
(Registrant)
By /s/ Donald E. Brandt
-----------------------------------------
Donald E. Brandt
Senior Vice President, Finance
(Principal Financial Officer)
Date: May 17, 2001
Exhibit Index
Exhibit No. Description
99 - Press release dated May 17, 2001, issued by Ameren Corporation.
News Release Exhibit 99
One Ameren Plaza
1901 Chouteau Avenue
St. Louis, MO 63103
Contact:
Investor: Media:
Lynn Barnes Susan Gallagher
(314) 554-4829 (314) 554-2175
AMEREN RECOMMENDS STOCKHOLDERS
NOT ACCEPT MINI-TENDER OFFER
St. Louis, Mo., May 17, 2001---Ameren Corporation (NYSE:AEE)
strongly recommends that stockholders not accept TRC Capital
Corporation's mini-tender offer to purchase up to 4,000,000 shares of
Ameren outstanding common stock, or approximately 2.9% of Ameren's
outstanding shares, at an offer price of $40.00 per share.
TRC's offer price of $40.00 per share is less than Ameren's
closing price on May 10, 2001, the day prior to the date of TRC's offer,
and is less than Ameren's current trading price. TRC's offer states that
it can be withdrawn at any time for any reason.
The Securities and Exchange Commission has said that
mini-tender offers "have been increasingly used to catch investors off
guard" and that investors "may end up selling their securities at
below-market prices." The combination of the offer's current
below-market price and TRC's right to withdraw the offer at any time
enhances the risk that the offer will only proceed to consummation if at
the time of purchase the offer price is below market.
Ameren suggests stockholders direct questions about the
mini-tender offer to their investment advisers. Investors can obtain
more information about mini-tender offers by visiting the SEC's Web site
at www.sec.gov/investor/pubs/minitend.htm.
With assets of $10 billion, Ameren serves 1.5 million electric
customers and 300,000 natural gas customers in a 44,500-square-mile area
of Missouri and Illinois.
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