Ameren Consolidated 8-K dated July 18, 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
|
|
|
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
|
|
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
|
|
2-95569
|
CILCORP
Inc.
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-1169387
|
|
1-2732
|
Central
Illinois Light Company
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-0211050
|
|
1-3004
|
Illinois
Power Company
(Illinois
Corporation)
370
South Main Street
Decatur,
Illinois 62523
(217)
424-6600
|
37-0344645
|
[
]
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
1.01 Entry
into a Material Definitive Agreement.
Ameren
Corporation (“Ameren”) and certain of its subsidiaries have finalized actions
previously announced (see Current Report on Form 8-K filed June 1, 2006) to
revise their multi-year committed bank credit facilities and, in the case of
certain subsidiaries, have entered into a new, multi-year committed bank credit
facility.
Amendment
to Multi-Borrower Credit Agreement.
On July
14, 2006, Ameren, its subsidiaries Union Electric Company, doing business as
AmerenUE (“UE”), Ameren Energy Generating Company (“Genco”), Central Illinois
Public Service Company, doing business as AmerenCIPS (“CIPS”), Central Illinois
Light Company, doing business as AmerenCILCO (“CILCO”), and Illinois Power
Company, doing business as AmerenIP (“IP” and collectively with CIPS and CILCO,
the “Ameren Illinois Utilities”), JPMorgan
Chase Bank, N.A., as agent and the other lenders identified therein entered
into
an Amended and Restated Five-Year Revolving Credit Agreement dated as of July
14, 2006 (the “2006 Multi-Borrower Credit Agreement”, which amended the $1.15
billion committed Five-Year Revolving Credit Agreement, dated as of July 14,
2005 (the “Prior Multi-Borrower Credit Agreement”).
A
copy of
the 2006 Multi-Borrower Credit Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
The
2006
Multi-Borrower Credit Agreement will terminate with respect to Ameren on July
14, 2010. Effective July 13, 2006, the termination date for UE and Genco was
extended to July 12, 2007. UE and Genco will continue to have the option to
seek
an annual renewal of their termination dates. Although the Ameren Illinois
Utilities remain parties to the 2006 Multi-Borrower Credit Agreement, borrowing
authority thereunder for those companies terminated July 13, 2006. The Ameren
Illinois Utilities will continue to be subject to the covenants of the 2006
Multi-Borrower Credit Agreement until such time as the conditions to their
borrowing under the new Illinois Facility (as defined below) are satisfied
and
they have provided notice to the agent under the 2006 Multi-Borrower Credit
Agreement of termination of their status under the 2006 Multi-Borrower Credit
Agreement.
Under
the
2006 Multi-Borrower Credit Agreement, effective when the Ameren Illinois
Utilities cease to be subject to the covenants thereunder, (i) restrictions
apply limiting investments in and other transfers to the Ameren Illinois
Utilities and their subsidiaries by Ameren and certain subsidiaries and (ii)
the
Ameren Illinois Utilities and their subsidiaries are excluded for purposes
of
determining compliance with the 65% total consolidated indebtedness to total
consolidated capitalization financial covenant that remains in the 2006
Multi-Borrower Credit Agreement. Under the 2006 Multi-Borrower Credit Agreement,
Ameren will continue to have $1.15 billion of borrowing availability, UE will
have $500 million of borrowing availability and Genco will have $150 million
of
borrowing availability. As noted, the Ameren Illinois Utilities have no
borrowing authority under the 2006 Multi-Borrower Credit Agreement.
The
types
of loans available under the 2006 Multi-Borrower Credit Agreement have not
changed and include: revolving loans provided by the lenders on a committed
basis, competitive loans provided on an uncommitted basis through an auction
mechanism and swingline loans provided by JPMorgan Chase Bank, N.A. on behalf
of
all lenders in an amount outstanding at any time not in excess of $100 million.
At the option of each borrower, the interest rates applicable under the facility
are ABR plus the margin applicable to the particular borrower and Eurodollar
rate plus the margin applicable to the particular borrower. ABR is a fluctuating
interest rate equal to the higher of JPMorgan Chase Bank, N.A.’s prime rate and
the sum of the federal funds effective rate plus 1/2 percent per annum. The
Eurodollar interest rate is the applicable British Bankers’ Association London
interbank offered rate for deposits in U. S. dollars.
The
principal amount of each revolving loan will be due and payable no later than
the final maturity of the facility in the case of Ameren and the last day of
the
then applicable 364-day period in the case of UE and Genco. The principal amount
of each competitive loan will be due and payable at the end of the interest
period applicable to it, which shall not be later than the final maturity date
of the facility. Swingline loans will mature five business days after they
are
made and will be made on same-day notice.
The
2006
Multi-Borrower Credit Agreement contains conditions to borrowings and issuance
of letters of credit similar to those in the Prior Multi-Borrower Credit
Agreement, including absence of default or unmatured default, accuracy of
representations (other
than representations as to absence of material adverse change and material
litigation) and
warranties and required regulatory authorizations. The 2006 Multi-Borrower
Credit Agreement also contains non-financial covenants similar to those in
the
Prior Multi-Borrower Credit Agreement including restrictions on the ability
to
incur liens, dispose of assets and merge with other entities. It contains a
financial covenant that limits total indebtedness of Ameren, UE and Genco to
65
percent of total capitalization pursuant to a defined calculation. The 2006
Multi-Borrower Credit Agreement contains default provisions similar to those
in
the Prior Multi-Borrower Credit Agreement, including a cross default, with
respect to a borrower under the agreement, to the occurrence of an event of
default under any other agreement covering indebtedness of such borrower and
certain subsidiaries (other than project finance subsidiaries and other than
with respect to the Ameren Illinois Utilities as described below) in excess
of
$50 million in the aggregate. The obligations of Ameren, UE and Genco under
this
facility remain several and not joint, and except under limited circumstances,
the obligations of UE or Genco are not guaranteed by Ameren or any other
subsidiary.
Ameren,
UE and Genco will use the proceeds of any borrowings under the 2006
Multi-Borrower Credit Agreement for general corporate purposes, including for
working capital, commercial paper liquidity support and to fund loans under
the
Ameren money pool arrangements.
Illinois
Facility.
On
July
14, 2006, the Ameren Illinois Utilities and AmerenEnergy Resources Generating
Company (“AERG”) and CILCORP Inc. (“CILCORP”) (collectively with the Ameren
Illinois Utilities, the “Illinois Facility Borrowers”), JP Morgan Chase Bank,
N.A., as agent and the other lenders identified therein entered into a $500
million multi-year, senior secured Credit Agreement, dated as of July 14, 2006
(the “Illinois Facility”). A copy of the Illinois Facility is filed as Exhibit
10.2 to this Current Report on Form 8-K.
Borrowing
authority under the Illinois Facility is effective immediately for AERG and
CILCORP. The ability of the Ameren Illinois Utilities to borrow under the
Illinois Facility is subject to receipt of necessary regulatory approvals,
which
are expected in the third quarter of 2006 and the issuance by the Ameren
Illinois Utilities of mortgage bonds as security as described below. The Ameren
Illinois Utilities will continue to have access to short-term funding via
Ameren’s utility money pool and other intercompany borrowing
arrangements.
The
obligations of each Illinois Facility Borrower under the Illinois Facility
will
be several and not joint, and are not guaranteed by Ameren or any other
subsidiary of Ameren. The maximum amount available to each borrower, including
for issuance of letters of credit on its behalf, is limited as follows: CIPS
-
$135 million, CILCO - $150 million, IP - $150 million, AERG - $200 million
and
CILCORP - $50 million. The Illinois Facility will terminate with respect to
CILCORP and AERG on January 14, 2010 and, subject to receipt of regulatory
approval, the Illinois Facility will terminate with respect to the Ameren
Illinois Utilities on January 14, 2010. The Illinois Facility Borrowers will
use
the proceeds of any borrowings for working capital and other general corporate
purposes; however, a portion of the borrowings by AERG may be limited to
financing or refinancing the development, management and/or operation of any
of
its projects or assets.
Borrowings
under the Illinois Facility will bear interest, at the election of the borrower,
at (1) a Eurodollar rate plus a margin applicable to the particular borrowing
company or (2) a rate equal to the higher of the prime rate of JPMorgan Chase
Bank, N.A or the federal funds effective rate plus ½% per year, plus a margin
applicable to the particular borrowing company.
The
obligations of CILCORP under the Illinois Facility are secured by a pledge
of
the common stock of CILCO (which pledge is on an equal and ratable basis with
the pledge of such common stock by CILCORP to secure its 9.375% senior bonds
due
2029 and its 8.70% senior notes due 2009). This pledge is evidenced by the
Pledge Agreement Supplement, dated as of July 14, 2006 (the “Pledge Supplement”)
to the Pledge Agreement, dated as of October 18, 1999 between CILCORP and The
Bank of New York, as collateral agent (a copy of which is filed as Exhibit
10.1
to the Current Report on Form 8-K of CILCORP (File No. 1-08946) filed October
29, 1999). The Pledge Supplement is filed as Exhibit 10.3 to this Current Report
on Form 8-K. The obligations of AERG under the Illinois Facility are secured
by
a mortgage and security interest in its E.D. Edwards and Duck Creek generating
stations and related licenses, permits and similar rights. The mortgage
regarding the E. D. Edwards plant is filed as
Exhibit
10.4 and the mortgage regarding the Duck Creek plant is filed as Exhibit 10.5
to
this Current Report on Form 8-K. Pursuant to a Collateral Agency Agreement
between AERG and The Bank of New York Trust Company, N.A., as collateral agent,
dated as of July 14, 2006, AERG will be able to provide security to other
lenders or security holders in the mortgaged property on an equal and ratable
basis with the lenders under the Illinois Facility. The Collateral Agency
Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K. Subject
to the receipt of regulatory approval, the obligations of the Ameren Illinois
Utilities under the Illinois Facility will be secured by the issuance of
mortgage bonds by each such utility under its respective mortgage
indenture.
The
Illinois Facility limits the amount of other secured indebtedness issuable
by
each Illinois Facility Borrower as follows: for the Ameren Illinois Utilities,
other secured debt is limited to that permitted under their respective mortgage
indentures (subject to a covenant regarding excess bonding capacity described
in
the following sentence); for CILCORP, other secured debt is limited to $550
million secured by the pledge of CILCO stock and for AERG, other secured debt
is
limited to $200 million secured on a parity basis with its obligations under
the
Illinois Facility. The Illinois Facility provides that each of the Ameren
Illinois Utilities will agree to reserve future bonding capacity under its
mortgage indenture (that is, agree to forego the issuance of additional mortgage
bonds otherwise permitted under the terms of its mortgage indenture) in the
following amounts: CILCO, $25 million; IP, $100 million and CIPS, prior to
December 31, 2007, $50 million, on and after December 31, 2007 but prior to
December 31, 2008 $100 million, and on and after December 31, 2008, $150
million.
The
Illinois Facility has terms similar to the 2006 Multi-Borrower Credit Agreement,
including conditions to borrowings and issuance of letters of credit including
absence of default or unmatured default, accuracy of representations (other
than, for a borrowing to repay maturing commercial paper, representations as
to
absence of material adverse change and material litigation) and warranties
and
required regulatory authorizations. The Illinois Facility contains non-financial
covenants including restrictions on the ability to incur liens, dispose of
assets and merge with other entities. In addition, the Illinois Facility has
non-financial covenants to limit the ability of a borrower to invest in or
transfer assets to affiliates, covenants regarding the status of the collateral
securing the Illinois Facility and validity of the security interests therein
and limitations on dividends, distributions and other payments on capital stock
of the Illinois Facility Borrowers if an event of default has occurred and
is
continuing or, subject to an ability of each Illinois Facility Borrower to
make
such dividends, distributions and other payments in an aggregate amount during
any fiscal year not to exceed $10 million, in the event of certain changes
to
ratings to below investment grade (or, in the case of AERG if it is unrated,
failure by AERG to maintain one or more financial ratios). The events of default
in the Illinois Facility are similar to those contained in the 2006
Multi-Borrower Credit Agreement.
The
Illinois Facility requires each Illinois Facility Borrower to maintain
consolidated indebtedness of not more than 65% of consolidated total
capitalization.
Events
of
default under the Illinois Facility apply separately to each Illinois Facility
Borrower (and, subject to exceptions, their subsidiaries). An event of default
under the Illinois Facility does not constitute an event of default under the
2006 Multi-Borrower Credit Agreement and an event of default under the 2006
Multi-Borrower Credit Agreement does not constitute an event of default under
the Illinois Facility.
ITEM
1.02 Termination of a Material Definitive
Agreement.
Termination
of $350 Million Facility.
As a
condition to the effectiveness of the 2006 Multi-Borrower Credit Agreement
and
the closing of the Illinois Facility, effective July 14, 2006, Ameren terminated
its $350 million Amended and Restated Five-Year Revolving Credit Agreement
dated
as of July 14, 2005 between Ameren, JP Morgan Chase Bank, N.A., as agent and
the
lenders identified therein. Ameren was the only borrower under this agreement.
Such termination was without any early termination penalty. A copy of the $350
million Amended and Restated Five-Year Revolving Credit Agreement dated as
of
July 14, 2005 was filed as Exhibit 10.2 to the July 15, 2005 Current Report
on
Form 8-K.
Ameren
Illinois Utilities.
Although the Ameren Illinois Utilities remain parties to the 2006 Multi-Borrower
Credit Agreement, their borrowing authority thereunder and under the Prior
Multi-Borrower Credit Agreement terminated in accordance with the terms of
those
documents on July 13, 2006.
ITEM 2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
See
Item 1.01 above for a description of the 2006 Multi-Borrower Credit
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference, and for a description of the Illinois
Facility, a copy of which is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
Number:
|
Registrant(s):
|
Title:
|
|
10.1
|
Ameren,
UE and Genco
|
Amended
and Restated Five-Year Revolving Credit Agreement,
dated
as of July 14, 2006 (“2006 Multi-Borrower Credit
Agreement”)
|
|
10.2
|
Ameren,
CILCORP,
CIPS,
CILCO and
IP
|
Credit
Agreement dated as of July 14, 2006 (“Illinois
Facility”)
|
|
10.3
|
CILCORP
and CILCO
|
Pledge
Agreement Supplement dated July 14, 2006
|
|
10.4
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Open-Ended
Mortgage, Security Agreement, Assignment Of
Rents
And Leases And Fixture Filing (Illinois) --E.D. Edwards
plant
|
|
10.5
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Open-Ended
Mortgage, Security Agreement, Assignment Of
Rents
And Leases And Fixture Filing (Illinois) --Duck Creek
plant
|
|
10.6
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Collateral
Agency Agreement between AERG and The Bank of
New
York Trust Company, N.A., dated as of July 14,
2006
|
-
- - - -
- - - - - - - - - - - - - - -
This
combined Form 8-K is being filed separately by Ameren Corporation, Union
Electric Company, Central Illinois Public Service Company, Ameren Energy
Generating Company, CILCORP Inc., Central Illinois Light Company and Illinois
Power 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.
AMEREN
CORPORATION
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
UNION
ELECTRIC COMPANY
(Registrant)
/s/
Jerre E.
Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
CENTRAL
ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/
Jerre E.
Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
AMEREN
ENERGY GENERATING COMPANY
(Registrant)
/s/
Jerre E.
Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
CILCORP
Inc.
(Registrant)
/s/
Jerre E.
Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
CENTRAL
ILLINOIS LIGHT COMPANY
(Registrant)
/s/
Jerre E.
Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
ILLINOIS
POWER COMPANY
(Registrant)
/s/
Jerre E.
Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
Date:
July 18, 2006
Exhibit
Index
|
Exhibit
Number:
|
Registrant(s):
|
Title:
|
|
10.1
|
Ameren,
UE and Genco
|
Amended
and Restated Five-Year Revolving Credit Agreement,
dated
as of July 14, 2006 (“2006 Multi-Borrower Credit
Agreement”)
|
|
10.2
|
Ameren,
CILCORP,
CIPS,
CILCO and
IP
|
Credit
Agreement dated as of July 14, 2006 (“Illinois
Facility”)
|
|
10.3
|
CILCORP
and CILCO
|
Pledge
Agreement Supplement dated July 14, 2006
|
|
10.4
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Open-Ended
Mortgage, Security Agreement, Assignment Of
Rents
And Leases And Fixture Filing (Illinois) --E.D. Edwards
plant
|
|
10.5
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Open-Ended
Mortgage, Security Agreement, Assignment Of
Rents
And Leases And Fixture Filing (Illinois) --Duck Creek
plant
|
|
10.6
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Collateral
Agency Agreement between AERG and The Bank of
New
York Trust Company, N.A., dated as of July 14,
2006
|
-9-