AMC Rule 24-35 Certificate 1Q 2005

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



In the Matter of:
 
AMEREN CORPORATION,   
and its Subsidiaries
 
File Nos. 70-10206, 70-10106, 70-10078, 70-10220, 70-10159
QUARTERLY CERTIFICATE
PURSUANT TO RULE 24 UNDER THE
PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935
 
==================================================================== 

Ameren Corporation (“Ameren”), a registered holding company, on behalf of itself and its subsidiaries, hereby files this certificate pursuant to Rule 24 reporting on transactions authorized by the Commission by orders dated June 18, 2004 (Holding Co. Act Release No. 27860), January 29, 2003 (Holding Co. Act Release No. 27645), February 27, 2003 (Holding Co. Act Release No. 27655), September 27, 2004 (Holding Co. Act Release No. 27896), and December 18, 2003 (Holding Co. Act Release No. 27777). This certificate is filed with respect to transactions consummated during the quarter ended March 31, 2005.


A.     Financing by Ameren (File No. 70-10206 - Authorization Period through June 30, 2007):

1.  
Sales of any Common Stock by Ameren (other than pursuant to Stock Plans) and the purchase price per share and the market price per share at the date of the agreement of sale.

No such sales occurred during the 1st quarter of 2005.


2.  
The total number of shares of Common Stock issued or issuable under options, warrants or other stock-purchase rights granted during the quarter under Stock Plans.

        Dividend Reinvestment and Stock Purchase Plan:
402,047
        Employee Long-Term Savings Plan 148 (401(k)):
8,167
           (Consisting of no original issue shares and
  
           8,167 shares purchased on the open market)*
  
        Employee Long-Term Savings Plan 702 (401(k))
14,536
           (Consisting of 3,237 original issue shares and
  
           11,299 shares purchased on the open market)
  
        Savings Investment Plan
208,518
        Long Term Incentive Plan (Restricted Common Stock)
152,116
   
Total
785,384

*This plan was merged into Ameren’s Savings Investment Plan effective March 15, 2005.


3.  
If Common Stock has been transferred to a seller of securities of a company being acquired, the number of shares so issued, the value per share and whether the shares are restricted to the acquiror.

N/A
 
 
 
 
 
4.  
The amount and terms of any Long-term Debt, Preferred Stock, Preferred Securities or Equity-linked Securities issued by Ameren, directly or indirectly through a Financing Subsidiary, during the quarter.

No such securities were issued during the 1st quarter of 2005.

5.  
The amount and terms of any Short-term Debt issued directly or indirectly by Ameren during the quarter.

A.  
Commercial paper issued during the 1st quarter of 2005.

 
Type of
Amount
Term
Interest
Borrower
Borrowing
(millions)
(days)
Rate
         
AmerenUE
Commercial Paper
146.9
1
2.32%
AmerenUE
Commercial Paper
173.5
3
2.30%
AmerenUE
Commercial Paper
150.0
1
2.31%
AmerenUE
Commercial Paper
133.5
14
2.32%
AmerenUE
Commercial Paper
137.0
1
2.29%
AmerenUE
Commercial Paper
126.0
1
2.28%
AmerenUE
Commercial Paper
165.3
1
2.30%
AmerenUE
Commercial Paper
172.1
4
2.35%
AmerenUE
Commercial Paper
175.3
1
2.40%
AmerenUE
Commercial Paper
113.3
1
2.35%
AmerenUE
Commercial Paper
100.0
7
2.35%
AmerenUE
Commercial Paper
139.7
1
2.29%
AmerenUE
Commercial Paper
117.7
3
2.28%
AmerenUE
Commercial Paper
156.8
1
2.30%
AmerenUE
Commercial Paper
50.0
7
2.31%
AmerenUE
Commercial Paper
50.0
8
2.31%
AmerenUE
Commercial Paper
198.3
1
2.32%
AmerenUE
Commercial Paper
197.0
1
2.37%
AmerenUE
Commercial Paper
75.0
21
2.53%
AmerenUE
Commercial Paper
25.0
22
2.53%
AmerenUE
Commercial Paper
94.0
1
2.40%
AmerenUE
Commercial Paper
81.6
3
2.47%
AmerenUE
Commercial Paper
123.8
1
2.55%
AmerenUE
Commercial Paper
180.9
1
2.56%
AmerenUE
Commercial Paper
166.8
1
2.55%
AmerenUE
Commercial Paper
152.6
1
2.55%
AmerenUE
Commercial Paper
140.2
3
2.55%
AmerenUE
Commercial Paper
150.7
1
2.55%
AmerenUE
Commercial Paper
134.2
1
2.55%
AmerenUE
Commercial Paper
120.0
1
2.55%
AmerenUE
Commercial Paper
101.9
1
2.55%
AmerenUE
Commercial Paper
90.6
3
2.57%
AmerenUE
Commercial Paper
82.3
1
2.58%
AmerenUE
Commercial Paper
179.0
1
2.63%
AmerenUE
Commercial Paper
137.4
1
2.55%
AmerenUE
Commercial Paper
55.1
13
2.58%
AmerenUE
Commercial Paper
72.7
19
2.58%
AmerenUE
Commercial Paper
135.8
1
2.56%
AmerenUE
Commercial Paper
128.8
4
2.53%
AmerenUE
Commercial Paper
175.2
1
2.57%
AmerenUE
Commercial Paper
132.1
1
2.57%
 
 
 
2
 
 
AmerenUE
Commercial Paper
131.3
1
2.61%
AmerenUE
Commercial Paper
187.8
3
2.64%
AmerenUE
Commercial Paper
177.5
1
2.67%
AmerenUE
Commercial Paper
125.4
1
2.58%
AmerenUE
Commercial Paper
69.0
17
2.58%
AmerenUE
Commercial Paper
31.0
20
2.58%
AmerenUE
Commercial Paper
110.4
1
2.52%
AmerenUE
Commercial Paper
94.6
1
2.57%
AmerenUE
Commercial Paper
86.3
3
2.52%
AmerenUE
Commercial Paper
145.7
1
2.57%
AmerenUE
Commercial Paper
126.4
1
2.53%
AmerenUE
Commercial Paper
106.2
1
2.50%
AmerenUE
Commercial Paper
98.1
1
2.56%
AmerenUE
Commercial Paper
102.3
3
2.57%
AmerenUE
Commercial Paper
98.3
1
2.63%
AmerenUE
Commercial Paper
197.3
1
2.67%
AmerenUE
Commercial Paper
186.9
1
2.59%
AmerenUE
Commercial Paper
170.0
1
2.67%
AmerenUE
Commercial Paper
142.4
3
2.77%
AmerenUE
Commercial Paper
100.0
31
2.84%
AmerenUE
Commercial Paper
231.9
1
2.82%
AmerenUE
Commercial Paper
163.6
1
2.76%
AmerenUE
Commercial Paper
220.6
4
2.77%
AmerenUE
Commercial Paper
195.9
1
2.89%
AmerenUE
Commercial Paper
201.7
1
2.87%
AmerenUE
Commercial Paper
189.9
1
2.86%
AmerenUE
Commercial Paper
285.0
1
2.95%

B.  
There were no bank loans during the 1st quarter of 2005.

  Maximum indebtedness at any one time: $402.7 million.

6.  
A description of the amount, terms and purpose of any Guarantee issued during the quarter by Ameren and the name of the Subsidiary benefiting from such Guarantee.

Parent
Subsidiary
Amount
Terms
Purpose
Ameren Corp.
Ameren Energy Marketing
$  1,000,000
01/12/05-12/31/05
Credit Support
Ameren Corp.
AmerenIP
$     500,000
02/24/05-12/31/05
Credit Support
Ameren Corp.
AmerenIP
$  4,000,000
02/03/05-12/31/05
Credit Support
Ameren Corp.
AmerenIP
$  3,000,000
03/15/05-12/31/05
Credit Support
Ameren Corp.
Ameren Energy Fuels & Services
$  6,000,000
02/03/05-02/28/05
Credit Support
Ameren Corp.
Ameren Energy Marketing
$  1,000,000
01/12/05-12/31/05
Credit Support
Ameren Corp.
AmerenIP
$  3,000,000
01/24/05-05/31/05
Credit Support
Ameren Corp.
Ameren Energy Marketing
$  3,000,000
01/11/05-12/31/06
Credit Support
Ameren Corp.
Ameren Energy Marketing
$  2,000,000
01/28/05-12/31/05
Credit Support
Ameren Corp.
AmerenUE, AmerenCIPS, AmerenCILCO, AmerenIP,
   Ameren Energy, Inc. and Ameren Energy Marketing
$50,000,000
02/23/05-               
Credit Support
Ameren Corp.
AERG
$  2,000,000
01/19/05-12/31/05
Credit Support
Ameren Corp.
Ameren Energy Marketing and AERG
$  3,000,000
01/11/05-12/31/05
Credit Support
Ameren Corp.
AmerenIP
$     250,000
01/12/05-12/31/05
Credit Support
Ameren Corp.
AmerenIP
$  5,000,000
03/18/05-09/30/05
Credit Support
Ameren Corp.
Ameren Energy Marketing and
   CILCORP Energy Services, Inc.
$  2,000,000
03/15/05-04/30/05
Credit Support
 
 
 
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7.  
The name and amount invested by Ameren, AmerenUE and AmerenCIPS in any Financing Subsidiary during the quarter.

N/A


8.  
The notional amount and principal terms of any Interest Rate Hedge or Anticipatory Hedge entered into by Ameren during the quarter and the identity of the parties to such instruments.

Ameren entered into the following interest rate hedge transactions during the first quarter of 2005, effectively hedging the treasury component of its February 2005 remarketing of senior notes. The senior notes were a component of Ameren’s outstanding 9.75% Adjustable Conversion-Rate Equity Security Units (ACES).
 

DATE
COUNTERPARTY
NOTIONAL
($MM)
LOCKED-IN
RATE
01/31/05
        JPMorgan
  $100.00
3.3180%
02/01/05
        JPMorgan
    $50.00
3.2840%
02/02/05
        Goldman Sachs
    $50.00
3.3070%
02/03/05
        Goldman Sachs
    $45.00
3.3460%
 
 
$245.00
3.3140%
 

9.  
Consolidated balance sheet of Ameren, AmerenUE and AmerenCIPS as of the end of the calendar quarter.

Incorporated by reference to combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 in File Nos. 1-14756 (Ameren), 1-2967 (AmerenUE) and 1-3672 (AmerenCIPS).


B.     Financing by CILCORP and Utility Subsidiaries (File Nos. 70-10106, 70-10078 - Authorization Period through  March 31, 2006):

 
1.  
The type of long-term securities (e.g., common stock, long-term debt, preferred securities, etc.) issued by CILCORP or AERG during the quarter and the amount of consideration received.

No such securities were issued during the 1st quarter of 2005.
 

2.  
The principal terms (e.g., interest rate, maturity, dividend rate, sinking fund provisions, etc.) of any long-term securities issued by CILCORP or AERG during the quarter.

N/A
 

3.  
The amount and terms of any Short-term Debt issued by CILCORP, AmerenUE, AmerenCIPS, AmerenCILCO or AERG (other than to evidence Money Pool borrowings) during the quarter.
 
N/A
 
 
4.  
If payment of any debt securities may be accelerated by the holders thereof by reason of a default by any associate company of the issuer under any obligation of such associate company (i.e., a cross default), the identity of such associate company and the nature of obligation of the associate company to which the cross default relates.
 
There exists a cross default provision in the indenture relating to CILCORP’s 8.70% and 9.375% senior unsecured notes, whereby an event of default would be triggered if there is a default in the payment of the
 
 
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principal under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for borrowed money of any significant subsidiary. Default must be for an aggregate amount exceeding $25 million. This would apply to any outstanding short-term or long-term AmerenCILCO indebtedness, including funded bank loans.
       
 
5.  
The amount and purpose of any Guarantee issued by CILCORP.
 
N/A
 
 
6.  
The notional amount and principal terms of any Interest Rate Hedge or Anticipatory Hedge entered into during the quarter by CILCORP, AmerenUE, AmerenCIPS, AmerenCILCO or AERG and the identity of the parties to such instruments. 
 
        No such agreements were entered into during the 1st quarter of 2005.
 
 
7.  
With respect to each Financing Subsidiary that has been formed by CILCORP, AmerenCILCO or AERG, a representation that the financial statements of the parent company of the Financing Subsidiary shall account for the Financing Subsidiary in accordance with generally accepted accounting principles and further, with respect to each such entity, (i) the name of the Financing Subsidiary, (ii) the amount invested by the parent company in such Financing Subsidiary; (iii) the balance sheet account where the investment and the cost of the investment are booked; (iv) the form of organization (e.g., corporation, limited partnership, trust, etc.) of such Financing Subsidiary; (v) the percentage owned by the parent company; and (vi) if any equity interests in the Financing Subsidiary are sold in a non-public offering, the identity of the purchasers.
 
        N/A

 
8.  
Consolidated balance sheets of AmerenUE, AmerenCIPS, CILCORP, AmerenCILCO and AERG as of the end of the calendar quarter, which may be incorporated by reference to filings, if any, by such companies under the Securities Act of 1933 or Securities Exchange Act of 1934.

With the exception of AERG, incorporated by reference to combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 in File Nos. 1-2967 (AmerenUE), 1-3672 (AmerenCIPS), 2-95569 (CILCORP), and 1-2732 (AmerenCILCO). AERG’s balance sheet to be filed confidentially under Rule 104 as Exhibit 1.0.

 
9.  
Information on each sale or other disposition of a Non-Retainable Interest during the calendar quarter.
 
N/A


C.
Financing and Other Transactions by AmerenIP (File No. 70-10220 - Authorization Period through June 30, 2007):


1.  
The principal amount, type (e.g., commercial paper, bank notes, etc.) and material terms (e.g., interest rate and maturity) of any Short-term Debt issued by AmerenIP to lenders other than Ameren and the principal amount outstanding at the end of the reporting period.
 
N/A
 
 
 
 
5
 
 
2.  
The principal amount and material terms (e.g., interest rate and maturity) of any short-term note issued by AmerenIP to Ameren.
 
        N/A
 
 
3.  
The notional amount and principal terms of any Interest Rate Hedge or Anticipatory Hedge entered into by AmerenIP during the quarter and the identity of the parties to such instruments (or the exchange in the case of an exchange-traded futures contract) which also shall separately show the outstanding amount of Interest Rate Hedges or Anticipatory Hedges at the end of the reporting period.
 
No such agreements were entered into during the 1st quarter of 2005.

 
4.  
With respect to each Financing Subsidiary that has been formed, a representation that the financial statements of AmerenIP shall account for the Financing Subsidiary in accordance with generally accepted accounting principles and further, with respect to each such entity, (i) the name of the Financing Subsidiary, (ii) the amount invested by AmerenIP in such Financing Subsidiary; and (iii) the amount and terms of any securities issued by any Financing Subsidiary during the reporting period which shall also separately show the outstanding balance of all securities issued by such Financing Subsidiaries during the Authorization Period.
 
N/A

 
5.  
If any Financing Subsidiaries are “Variable Interest Entities” (“VIEs”), as that term is used in FASB Interpretation 46R, “Consolidation of Variable Interest Entities,” a description of any financing transactions conducted during the reporting period that were used to fund such VIEs, and, if any financing proceeds are used for VIEs, a description of the accounting for such transaction under FASB Interpretation 46R.
 
        N/A
 
6.  
Amount and description of long-term debt securities and/or shares of preferred stock of AmerenIP or any subsidiary of AmerenIP purchased by Ameren during the reporting period from unaffiliated third parties, the amounts (including premiums, if any) paid for such securities, and the aggregate amounts of such securities purchased during the Authorization Period.
 
No such purchases were made during the 1st quarter of 2005.

 
7.  
The consolidated balance sheet of AmerenIP as of the end of the calendar quarter, which may be incorporated by reference to annual, quarterly and other reports filed by AmerenIP under the Securities Act of 1933 or Securities Exchange Act of 1934. 

Incorporated by reference to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 in File No. 1-3004.


D.     Money Pool Transactions (File Nos. 70-10106 - Authorization Period through March 31, 2006):
 
       1.  The maximum outstanding amount of all borrowings from and loans to the Utility Money Pool by each Utility Money Pool participant during the quarter, and the 
                        rate or range of rates charged on Utility Money Pool borrowings and paid on Utility Money Pool investments during the quarter.

Maximum contribution/investment for AmerenCIPS - $0.0 million
Maximum contribution/investment for AmerenUE - $0.0 million
Maximum contribution/investment for AmerenCILCO - $0.0 million
 
 
6
 
 
Maximum contribution/investment for AmerenIP - $207.4 million
Maximum contribution/investment for AERG (lender only)  - $0.0 million
Maximum contribution/investment for Ameren Corporation (lender only) - $203.9 million

Maximum borrowing for Ameren Services - $111.9 million
Maximum borrowing for AmerenCIPS - $67.5 million
Maximum borrowing for AmerenUE - $95.0 million
Maximum borrowing for AmerenCILCO - $164.2 million
Maximum borrowing for AmerenIP - $0.0 million

Average interest rate for the Utility Money Pool for the quarter: 2.50%

      2.   The maximum outstanding amount of all borrowings from and loans to the Non-Regulated Subsidiary Money Pool by each Non-Regulated Subsidiary Money Pool
        participant during the quarter, and the  rate or range of rates charged on Non-Regulated Subsidiary Money Pool borrowings and paid on Non-Regulated
        Subsidiary Money Pool investments during the quarter.

Maximum contribution/investment for CILCORP Ventures Inc. - $4.8 million
Maximum contribution/investment for Union Electric Development Co - $1.4 million
Maximum contribution/investment for CILCORP Energy Services - $0.5 million
Maximum contribution/investment for Ameren Energy Marketing Co. - $3.6 million
Maximum contribution/investment for Ameren Corporation - $337.4 million

Maximum borrowing for Ameren Development Co - $1.6 million
Maximum borrowing for Ameren Energy Communications - $31.8 million
Maximum borrowing for Ameren Energy Development - $25.9 million
Maximum borrowing for Ameren Energy Generating - $143.5 million
Maximum borrowing for Ameren Energy Marketing - $41.1 million
Maximum borrowing for Ameren Energy Resources - $8.8 million
Maximum borrowing for Ameren Energy Fuels & Services - $26.7 million
Maximum borrowing for Ameren Energy - $11.4 million
Maximum borrowing for AERG - $26.3 million
Maximum borrowing for CILCORP Energy Services - $3.0 million
Maximum borrowing for CIPSCO Investment Co. - $2.4 million
Maximum borrowing for CILCORP Investment Management - $2.1 million
Maximum borrowing for Ameren ERC - $18.3 million
Maximum borrowing for Illinois Materials Supply Co. - $5.3 million
Maximum borrowing for Medina Valley - $34.2 million

Average interest rate for the Non-Regulated Subsidiary Money Pool for the quarter: 8.24%


E.     Other Transactions Involving Ameren’s Non-Utility Subsidiaries (File No. 70-10159 - Authorization Period  through December 31, 2006):

1.  
A copy of the balance sheet and income statement for Ameren and its consolidated subsidiaries.

Refer to Item A.9.
 

2.  
The amount and type of investment in any Special Purpose Subsidiary during the quarter and a description of the business(es) of any such Special Purpose Subsidiary.

N/A
 
 
 
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3.  
The amounts and form of any guarantee or other form of credit support provided by any Non-Utility Subsidiary for the benefit of any other direct or indirect Non-Utility Subsidiary of Ameren.
 
        N/A
 
 
4.  
An organizational chart showing, as of the end of such quarterly period, all associate companies of Ameren that identifies the type of each Non-Utility Subsidiary (e.g., EWG, FUCO or ETC, Rule 58 Subsidiary, Intermediate Subsidiary, Financing Subsidiary, Special Purpose Subsidiary) and Ameren’s percentage equity ownership in each such Non-Utility Subsidiary.
 
        Organizational chart to be filed in paper format as Exhibit 2.0 under Form SE.
 
 
5.  
A narrative description of Development Activities during the quarter, the dollar amount expended on Development Activities, and the type of potential investment (e.g., EWG, Rule 58 Subsidiary, etc.) in respect of which such expenditures were made.
 
        N/A
 
 
6.  
A description of non-utility business activities conducted by Non-Utility Subsidiaries (other than any Exempt Subsidiary) outside the United States.
 
        N/A
 
 
7.  
A description of the type and location of any Energy-Related Assets (or of the equity securities of any company owning such Energy-Related Assets) acquired or constructed during the quarter and the aggregate amount of expenditures thereon during the quarter. 
 
        N/A
 
 
8.  
The notional amount, identity of counterparty, and principal terms of any Anticipatory Hedge entered into by a Non-Utility Subsidiary during the quarter.
 
        No such agreements were entered into during the 1st quarter of 2005.
 
 
9.  
With respect to any dividends paid by any Non-Utility Subsidiary out of capital or unearned surplus during the quarter, the date and amount thereof and the name of the entity to which such dividends were paid.
 
On March 31, 2005, a dividend in the amount of $29.6 million was paid out of capital from CILCORP Inc. to Ameren Corporation.
 
 
10.  
A brief description of any internal reorganization of Non-Utility Subsidiaries completed during the quarter and the purpose thereof.
 
N/A

The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
 
     
 Date:  May 27, 2005     AMEREN CORPORATION
 
 		  
 		  
 
By:   /s/ Jerre E. Birdsong
 
Jerre E. Birdsong
  Vice President and Treasurer

 
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Exhibit 3.0



CERTIFICATE


I certify that a copy of the foregoing was mailed via first class U.S. mail on this 27th of May, 2005 to Ameren Corporation's interested state commissions whose names and addresses are listed below.

Mr. Robert Schallenberg
Director - Utility Services Division
Missouri Public Service Commission
P.O. Box 360
Jefferson City, MO 65102

Ms. Mary Selvaggio, Director
Financial Accounting Division
Illinois Commerce Commission
527 East Capitol Avenue
Springfield, IL 62701

Mr. Alan S. Pregozen
CFA Finance Department
Financial Analysis Division
Illinois Commerce Commission
527 East Capitol Avenue
Springfield, IL 62701


     
 May 27, 2005 AMEREN CORPORATION
 
 		  
 		  
 
By:   /s/ Ronald K. Evans
 
Ronald K. Evans
  Deputy General Counsel
Ameren Services Company
1901 Chouteau Avenue
P.O. Box 66149 (M/C 1310)
St. Louis, Missouri 63166-6149
(314) 554-2156
(314) 554-4014 (fax)
 
 
 
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