-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PrIsUZKbGmNwbAaQhJysgzZtZd/6oaBd7n6ZjdglDA9MIM0UeXtxNObkOWEKQWf+ 2vpGW+vQfcOTD3K2O5ZY5g== 0000950120-04-000119.txt : 20040213 0000950120-04-000119.hdr.sgml : 20040213 20040213162611 ACCESSION NUMBER: 0000950120-04-000119 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 333-39400 FILED AS OF DATE: 20040213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112823 FILM NUMBER: 04599511 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166-6149 BUSINESS PHONE: 431723446 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63103 S-3 1 d569544_s3.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2004 REGISTRATION NO. 333-______ ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMEREN CORPORATION (Exact name of registrant as specified in its charter) STATE OF MISSOURI 43-1723446 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1901 CHOUTEAU AVENUE ST. LOUIS, MISSOURI 63103 (314) 621-3222 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) WARNER L. BAXTER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER STEVEN R. SULLIVAN SENIOR VICE PRESIDENT GOVERNMENTAL/REGULATORY POLICY, GENERAL COUNSEL AND SECRETARY 1901 CHOUTEAU AVENUE ST. LOUIS, MISSOURI 63103 (314) 621-3222 (Names, address, including zip code, and telephone number, including area code, of agents for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of the registration statement as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE ============================================================================================= PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE OF SECURITIES TO BE REGISTERED OFFERING PRICE OFFERING AMOUNT OF REGISTERED (1)(2) PER UNIT (2) PRICE (3) REGISTRATION FEE (4) - --------------------------------------------------------------------------------------------- Common Stock, 6,000,000 shares $46.33 $277,980,000 $35,221 $.01 par value (including associated preferred share purchase rights) ============================================================================================= (1) In addition, pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers such indeterminable number of additional securities as may become deliverable as a result of stock splits, stock dividends or similar transactions, in accordance with the provisions of the Plan. (2) The preferred share purchase rights are attached to and will trade with the common stock. The value attributable to the preferred share purchase rights, if any, is reflected in the market price of the common stock. (3) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the average of the high and low prices of the registrant's common stock on the New York Stock Exchange composite tape on February 9, 2004. (4) Since no separate consideration is paid for the preferred share purchase rights, the registration fee for such securities is included in the fee for the common stock.
Pursuant to Rule 429 under the Securities Act, the prospectus filed as part of this registration statement will be used as a combined prospectus in connection with this registration statement and Registration Statement No. 333-39400. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ============================================================================== SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2004 PROSPECTUS - ---------- [AMEREN LOGO] DRPLUS DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Ameren Corporation has established its DRPlus Dividend Reinvestment and Stock Purchase Plan (Plan) to provide participants with a convenient way to purchase shares of our common stock and to reinvest all or a portion of the cash dividends paid on our common stock and the preferred stock of our subsidiaries in additional shares of our common stock. PARTICIPANTS IN THE PLAN MAY: o Reinvest all or a portion of cash dividends paid on our common stock and the preferred stock of our subsidiaries in additional shares of common stock; o Increase their investment in common stock by making optional cash investments of at least $25 at any time; o Make an initial investment in common stock with a cash investment of at least $250; o Receive, upon request, certificates for whole shares of common stock credited to their Plan accounts; o Deposit certificates representing common stock into their Plan accounts for safekeeping; and o Sell shares of common stock credited to their Plan accounts. Shares of common stock purchased under the Plan will, at our option, be newly issued shares or treasury shares purchased directly from us, or shares purchased in the open market or in privately negotiated transactions. Any open market or privately negotiated purchases will be made through an independent agent selected by us. This prospectus relates to _________ shares of common stock offered under the Plan. If you are currently participating in the Plan, you will remain enrolled in the Plan, and you do not have to take any action unless you wish to terminate your participation or change your election in the Plan. Our common stock is listed on the New York Stock Exchange under the ticker symbol "AEE." To the extent required by applicable law in certain jurisdictions, shares of common stock offered under the Plan to certain persons are offered only through a registered broker/dealer in such jurisdictions. Our principal executive offices are located at 1901 Chouteau Avenue, St. Louis, Missouri 63103 and our telephone number is (314) 621-3222. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. THE DATE OF THIS PROSPECTUS IS . - -------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. Ameren Corporation may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. AMEREN CORPORATION Ameren is a public utility holding company registered under the Public Utility Holding Company Act of 1935 and does not own any significant assets other than the common stock of its subsidiaries. We were incorporated in Missouri on August 7, 1995. On December 31, 1997, following the receipt of all required approvals, CIPSCO Incorporated, or CIPSCO, and Union Electric Company, or AmerenUE, combined with the result that the common shareholders of CIPSCO and AmerenUE became the common shareholders of Ameren, and Ameren became the owner of 100% of the common stock of AmerenUE and CIPSCO's subsidiaries, Central Illinois Public Service Company, or AmerenCIPS, and CIPSCO Investment Company. On January 31, 2003 and February 4, 2003, respectively, we completed our acquisitions from The AES Corporation of all of the outstanding common stock of CILCORP Inc. and the membership interests of AES Medina Valley Cogen (No. 4), LLC. CILCORP is the parent company of Peoria, Illinois-based Central Illinois Light Company, which we now operate as AmerenCILCO. AES Medina Valley Cogen (No. 4), LLC has been renamed AmerenEnergy Medina Valley Cogen (No. 4), LLC, or Medina Valley. Our primary subsidiaries are as follows: o Union Electric Company, which operates a rate-regulated electric generation, transmission and distribution business, and a rate-regulated natural gas transmission and distribution business in Missouri and Illinois as AmerenUE. AmerenUE was incorporated in Missouri in 1922 and is successor to a number of companies, the oldest of which was organized in 1881. It is the largest electric utility in Missouri and supplies electric and gas service in parts of central and eastern Missouri and west central Illinois having an estimated population of 2.6 million within an area of approximately 24,500 square miles, including the greater St. Louis area. o Central Illinois Public Service Company, which operates a rate-regulated electric and natural gas transmission and distribution business in Illinois as AmerenCIPS. AmerenCIPS was incorporated in Illinois in 1902. It supplies electric and gas utility service to portions of central and southern Illinois having an estimated population of 820,000 within an area of approximately 20,000 square miles. o Central Illinois Light Company, a subsidiary of CILCORP, which operates a rate-regulated electric transmission and distribution business, and a non rate-regulated electric generation business principally through its subsidiary, AmerenEnergy Resources Generating Company, or AERG, and a rate-regulated natural gas distribution business in Illinois as AmerenCILCO. AmerenCILCO was incorporated in Illinois in 1913. It supplies electric and gas utility service to portions of central and east central Illinois in an area of approximately 3,700 and 4,500 square miles, respectively. AERG was incorporated in Illinois in November 2001 in conjunction with the Illinois Electric Service Customer Choice and Rate Relief Law of 1997, or the Illinois Customer Choice Law. AERG commenced operations on October 3, 2003 when AmerenCILCO transferred its Duck Creek and E.D. Edwards coal-fired plants and its Sterling Avenue combustion turbine facilities representing in the aggregate approximately 1,100 megawatts of electric generating capacity to AERG in exchange for all of the outstanding stock of AERG and AERG's assumption of certain liabilities. o Ameren Energy Resources Company, which is a holding company for certain of Ameren's non rate-regulated operations. Subsidiaries include Ameren Energy Development Company, or Development Company, and its subsidiary, Ameren Energy Generating Company, or Generating Company, which operates a non rate-regulated electric generation business in Missouri and Illinois; Ameren Energy Marketing Company, which markets power for periods over one year; Ameren Energy Fuels and Services Company, which procures fuel and manages the related risks for our affiliated companies; and Medina Valley, which indirectly owns a 40 megawatt, gas-fired electric generation plant. 2 o Generating Company, a subsidiary of Development Company, which operates a non rate-regulated electric generation business. Generating Company was incorporated in Illinois in March 2000 in conjunction with the Illinois Customer Choice Law. Generating Company commenced operations on May 1, 2000 when AmerenCIPS transferred its five coal-fired plants located in Newton, Coffeen, Meredosia, Grand Tower and Hutsonville, Illinois representing in the aggregate approximately 2,860 megawatts of electric generating capacity and related liabilities to Generating Company at historical net book value. o Ameren Energy, Inc., which serves as a power marketing and risk management agent for our affiliated companies for transactions of primarily less than one year. o Electric Energy, Inc., which operates electric generation and transmission facilities in Illinois. We have a 60% ownership interest in Electric Energy, Inc., or EEI, and consolidate it for financial reporting purposes. o Ameren Services Company, which provides shared support services to us and our subsidiaries. On February 2, 2004, we entered into an agreement with Dynegy Inc. to purchase the stock of Decatur, Illinois-based Illinois Power Company, or Illinois Power, and Dynegy's 20% ownership interest in EEI. Illinois Power operates a rate-regulated electric and natural gas transmission and distribution business serving approximately 590,000 electric and 415,000 gas customers in areas contiguous to our existing Illinois utility service territories. The total transaction value is approximately $2.3 billion, including the assumption of approximately $1.8 billion of Illinois Power debt and preferred stock. Upon completion of the acquisition, expected by the end of 2004, Illinois Power will become an Ameren subsidiary operating as AmerenIP. The transaction is subject to the approval of the Illinois Commerce Commission, the Securities and Exchange Commission, or SEC, the Federal Energy Regulatory Commission, the Federal Communications Commission, the expiration of the waiting period under the Hart-Scott-Rodino Act and other customary closing conditions. In this prospectus, "Ameren," "we," "us" and "our" refer to Ameren Corporation and, unless the context otherwise indicates, do not include our subsidiaries. WHERE YOU CAN FIND MORE INFORMATION We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933. This prospectus is part of the registration statement, but the registration statement also contains or incorporates by reference additional information and exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934 and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any document that we file with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC's toll-free telephone number at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies, such as us, that file documents with the SEC electronically. The documents can be found by searching the EDGAR archives of the SEC electronically. The SEC allows us to "incorporate by reference" the information that we file with the SEC which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and you should read it with the same care. Later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents previously filed with the SEC: o our Annual Report on Form 10-K for the year ended December 31, 2002, as amended by Form 10-K/A; o our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003; 3 o our Current Reports on Form 8-K filed January 15, 2003, January 22, 2003, January 30, 2003, January 31, 2003, as amended by Form 8-K/A filed March 7, 2003, March 5, 2003, May 23, 2003, June 2, 2003 (excluding that portion furnished under Item 9 of this report), July 18, 2003, October 3, 2003, October 10, 2003, December 5, 2003, December 10, 2003, January 14, 2004, as amended by Form 8-K/A filed January 14, 2004 and February 3, 2004; and o the description of the rights to purchase shares of our Series A junior participating preferred stock contained in our registration statement on Form 8-A dated November 23, 1998. We are also incorporating by reference all additional documents that we file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 between the date of the initial filing of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the time that all of the shares of common stock registered are sold. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any separately filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this prospectus. You may request a free copy of these filings by writing or telephoning us at the following address: Ameren Corporation Attention: Secretary's Department P.O. Box 66149 St. Louis, Missouri 63166-6149 Telephone: (314) 621-3222 You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these shares of common stock under the Plan in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. Our business, financial position, results of operations and prospects may have changed since those dates. DESCRIPTION OF THE PLAN The provisions of the Plan in effect on and after the date hereof are presented in the following questions and answers. If you are not a participant in the Plan, you will continue to receive cash dividends, as declared, in the usual manner. PURPOSE 1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to provide participants (see Question 8) with a convenient way to purchase our common stock and to reinvest all or a portion of the cash dividends paid on the common stock and on the preferred stock of our subsidiaries (together, Eligible Securities) in additional shares of our common stock. When shares of our common stock purchased under the Plan are acquired directly from us, we will receive additional equity funds which will be added to our general funds and used for general corporate purposes as described in "Use of Proceeds." ADVANTAGES 2. WHAT ARE THE ADVANTAGES OF THE PLAN? 4 o Participants in the Plan may elect to have cash dividends on all or a portion of their shares of common stock or preferred stock of our subsidiaries automatically reinvested in common stock. Dividend payments not reinvested will be paid to participants by check or through electronic direct deposit. o Participants in the Plan may make optional cash investments (including by authorizing direct debit from their personal bank accounts) in a minimum amount of $25 per transaction after the initial investment and up to a maximum of $120,000 per calendar year for the purchase of common stock. o Full investment of funds is possible under the Plan because both full and fractional shares will be credited to participants' Plan accounts. o Participants may deposit their common stock certificates, at no cost, in their Plan accounts for safekeeping. o Participants may enroll and manage their Plan account through our website at http://www.ameren.com. o Personal recordkeeping is simplified by the issuance of statements showing account activity. Statements of account are a participant's continuing record of transactions and should be retained for tax purposes. o Participants may sell shares of common stock held or deposited in their Plan accounts. o By utilizing volume commission discounts from independent agents, the Plan is able to provide investors with an economical means to purchase and sell shares of our common stock. DISADVANTAGES 3. WHAT ARE THE DISADVANTAGES OF THE PLAN? A participant will have no control over the prices at which shares are purchased or sold for his or her account, because: o purchases for the participant's account will be made during periods prescribed under the Plan. See Questions 11 and 16; and o participants cannot designate a specific price or a specific date at which to sell shares or select the broker through which sales will be made. See Question 21. Therefore, the participant will bear the risk of fluctuations in the market price of our common stock. OTHER FEATURES 4. WHAT ARE OTHER FEATURES OF THE PLAN? o Non-shareholders of legal age may participate in the Plan by making a minimum initial cash investment of $250 to purchase our common stock under the terms of the Plan. o Non-shareholders of legal age who are employees of Ameren or our subsidiaries (an Employee) may authorize a minimum payroll deduction investment of $25 in any pay period to purchase common stock under the terms of the Plan. 5 o For each meeting of shareholders, participants will receive proxies that will enable them to vote both shares registered in their names and shares credited to their Plan accounts. ADMINISTRATION 5. WHO ADMINISTERS THE PLAN? Ameren Services Company, a wholly-owned subsidiary of Ameren, will administer the Plan through its Banking and Investor Services Department (Investor Services). Among other things, Ameren Services will receive and hold participants' funds pending investment in additional shares of common stock, effect transfers of common stock, keep a continuous record of participation and prepare and send to each participant statements of the participant's Plan account. The responsibilities of Ameren Services in connection with the administration of the Plan are administrative in nature and, in large part, are consistent with the responsibilities of Ameren Services in acting as our registered transfer agent. If we elect to meet the requirements of participants by purchasing shares of common stock in the open market, an independent agent will act on behalf of participants in buying such shares. An independent agent will also sell Plan shares on behalf of participants. We reserve the right to interpret and administer the Plan as deemed necessary or desirable, including the right to limit or deny participation in the Plan where circumstances warrant. The terms and conditions of the Plan and its operation shall be governed by and construed in accordance with the laws of the State of Missouri. Neither Ameren, Ameren Services, nor its independent agents will be liable for any act done in good faith or for any omission to act in good faith, provided that Ameren shall not be relieved from any liability imposed under any federal, state or other applicable securities law which cannot be waived. You should recognize that we cannot assure you of a profit or protect you against a loss on shares purchased or sold under the Plan. A participant participates in the Plan at his or her sole discretion, risk and responsibility. 6. WHO SHOULD I CONTACT WITH QUESTIONS CONCERNING THE PLAN AND ITS ADMINISTRATION? You may contact us with questions concerning the Plan o by writing to: Ameren Services Company Banking and Investor Services Department P.O. Box 66887 St. Louis, Missouri 63166-6887 o by calling Investor Services locally at (314) 554-3502 or toll-free at (800) 255-2237 o by email at invest@ameren.com o or by visiting our website at http://www.ameren.com. Ameren Services acts as the transfer agent for all publicly-traded equity securities issued by Ameren and its subsidiaries. 7. MAY THE PLAN BE SUSPENDED, MODIFIED OR DISCONTINUED? We reserve the right to suspend, modify or discontinue the Plan at any time, including, but not limited to the right to modify the fees and commissions charged to participants. We will announce any suspension, major modification or discontinuance of the Plan to all participants. 6 ELIGIBILITY 8. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Any person of legal age or entity, whether or not a holder of common stock or preferred stock, is eligible to participate in the Plan provided that such person or entity fulfills the prerequisites for participation described under Question 9 and participation would not violate the securities or other laws of the state, territory or country where the participant resides that are applicable to Ameren, the Plan or the participant. A Plan prospectus and enrollment or application information will be furnished upon request made to Investor Services or it may be obtained from our website at http://www.ameren.com. PARTICIPATION 9. HOW DO I ENROLL IN THE PLAN OR CHANGE MY METHOD OF PARTICIPATION? After receiving a copy of this prospectus, eligible applicants may become participants in the Plan by completing and signing an enrollment form (shareholders) or an application (non-shareholders). The minimum initial optional cash investment is $25 for shareholders and $250 for non-shareholders. The maximum aggregate optional cash investment that may be made by a participant in any calendar year is $120,000. The enrollment and application forms require a participant to choose a reinvestment option for participation in the Plan. By checking the appropriate box a participant may select: o FULL DIVIDEND REINVESTMENT -- Automatic reinvestment of cash dividends on all Eligible Securities registered in the name of the participant and on all Plan shares credited to the participant's account. o PARTIAL DIVIDEND REINVESTMENT -- Receipt of cash dividends on a portion of the Eligible Securities registered in the name of the participant and/or a portion of the Plan shares credited to the participant's account, and automatic reinvestment of the cash dividends on the remainder of the participant's shares. o NO DIVIDEND REINVESTMENT -- Receipt of cash dividends on all Eligible Securities registered in the name of the participant and on all Plan shares credited to the participant's account. Participants may change their reinvestment options by completing the correspondence portion of their statement of account or an enrollment form and sending it to Investor Services. Changes will become effective as soon as practicable after they are received. Any change in reinvestment options must be received by the dividend record date in order to be effective on the related payment date. 10. HOW DOES AN EMPLOYEE PARTICIPATE? An Employee may join the Plan at any time by enrolling in the same manner as any other eligible person described under Question 9 or by completing a Payroll Deduction Authorization form. DIVIDEND REINVESTMENT 11. HOW AND WHEN WILL CASH DIVIDENDS BE REINVESTED? If a participant has elected full or partial dividend reinvestment on the Eligible Securities registered in the participant's name and/or the participant's Plan shares, we will reinvest those dividends in additional shares of our common stock. The source of common stock to be purchased under the Plan may be, at our discretion, authorized but unissued or treasury shares of common stock or shares of common stock purchased in the open market or in privately negotiated transactions by an independent agent. 7 If we are meeting the requirements of the Plan with common stock purchased in the open market or in privately negotiated transactions, an independent agent will determine the exact timing of such purchases and the number of shares to be purchased, depending on the amount of reinvested dividends, market conditions and the requirements of federal securities laws, and the purchased shares will be credited to a participant's Plan account as of the applicable Investment Date, as defined below. If we elect to issue authorized but unissued or treasury shares of our common stock, these shares will be issued by us and credited to a participant's Plan account as of the applicable Investment Date. The determination of the price for purchases of Plan shares is explained in Question 18. If a participant's enrollment form is received by Investor Services on or before the record date with respect to any common stock or eligible preferred stock cash dividend payment date, then the dividend payable on such payment date will be used to purchase additional shares of common stock as of such payment date (an Investment Date). If the enrollment form is received after the record date for any such cash dividend payment date, the reinvestment of dividends will start with the next dividend payment date. Each cash dividend payment date on the Eligible Securities will be an Investment Date under the Plan; accordingly, cash dividends payable on each common stock dividend payment date and on preferred stock dividend payment date, which are to be reinvested, will be invested in common stock as of such dividend payment date. Common stock cash dividend payment dates are normally on or about the last business day of March, June, September and December. Preferred stock cash dividend payment dates vary depending upon the series of preferred stock and the Ameren subsidiary issuing the preferred stock. You should contact Investor Services for more information with respect to dividend payment dates. OPTIONAL CASH INVESTMENTS 12. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH INVESTMENTS? All Plan participants, whether or not they have authorized the reinvestment of dividends, are eligible to make optional cash investments. 13. HOW ARE OPTIONAL CASH INVESTMENTS MADE? A Plan participant may make an initial cash investment when enrolling by enclosing a check with the enrollment form or application. Checks should be made payable to "Ameren Corporation," and returned in the envelope provided with the enrollment form or application. Thereafter, optional cash investments may be made by using the cash investment form attached to the statement of account, by Automatic Cash Investment (see Question 14) or by Employee payroll deduction (see Question 10). Please contact Investor Services for additional cash investment forms. 14. WHAT IS THE AUTOMATIC CASH INVESTMENT OPTION OF THE PLAN AND HOW DOES IT WORK? The Automatic Cash Investment option offers participants in the Plan a direct debit service. Optional cash investments are electronically withdrawn from your personal checking or savings account at least once a month, usually near the end of the month, and used to purchase common stock. The direct debit from your personal bank account will be shown on the monthly statement from your financial institution. In addition, you will receive a statement from Investor Services detailing the cash received and shares purchased. The Automatic Cash Investment option may be authorized for regular monthly amounts from $25 to $10,000. Funds authorized for investment through the Automatic Cash Investment option will be debited approximately three days prior to the appropriate optional cash investment date. See Question 16. For an Automatic Cash Investment application, please contact Investor Services. 8 15. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH INVESTMENTS? Optional cash investments cannot be less than $25 per investment ($250 in the case of the initial optional cash investment by a non-shareholder). The maximum aggregate optional cash investment that may be made by a participant in any calendar year cannot exceed $120,000. 16. WHEN WILL OPTIONAL CASH INVESTMENTS BE INVESTED? The option to make cash investments is available to you at any time. The dates on which optional cash investments are used to purchase common stock are determined solely at our discretion, although purchases on behalf of Plan participants will be made at least once a month. Purchases may be made over a period of several days in the case of market purchases. All such purchases will be aggregated and credited to participants' accounts on the optional cash investment date occurring on or after receipt of the optional cash investment. There will usually be an optional cash investment date on or about the 15th day and the last day of each month. Participants will receive a notice at the beginning of each year specifying the optional cash investment dates for such year. Cash received after an optional cash investment date will be invested as of the next optional cash investment date. No interest will be paid by us on any cash investments received by us pending investment. PURCHASES 17. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED? The number of shares purchased for you under the Plan depends on the amount of funds you have available for investment and the price of the shares. The funds you have available for investment depends on what you have authorized in regard to dividend reinvestment, plus any optional cash investments made. In every case, your available funds will be fully invested in both whole and fractional shares of common stock (computed to four decimal places). No one can predict the number of shares that will be purchased for you during a particular purchase period, and you cannot direct the purchase of a specific number of shares. 18. WHAT IS THE PRICE OF SHARES PURCHASED FOR THE PLAN? If shares for the Plan are being purchased in the open market or in privately negotiated transactions, the price of such shares will be the weighted average price at which the independent agent acquired the shares allocated to participants' accounts on the applicable Investment Date plus applicable brokerage commissions and other fees. If we are selling newly issued or treasury shares of common stock, the price of such shares will be the average of the high and low sales prices of our common stock on the applicable Investment Date reported as on the consolidated tape for New York Stock Exchange listed companies administered by the Consolidated Tape Association. The independent agent may offset purchases of shares against sales of shares to be made for participants under the Plan with respect to an Investment Date, resulting in a net purchase or a net sale of shares. 19. WHO PURCHASES THE SHARES FOR THE PLAN? We, at our discretion, may elect to satisfy the requirements of the Plan with either unissued or treasury shares of common stock or shares of common stock purchased in the open market or in privately negotiated transactions. If we elect to purchase shares of common stock in the open market or in privately negotiated transactions, the independent agent will make all such purchases necessary to meet the requirements of the Plan. Other than establishing the length of the investment period incorporated into the Plan, we do not exercise any direct or indirect control over the timing or price of purchases made by the independent agent. If open market or privately negotiated purchases are not made, the shares issued under the Plan will be issued directly from the authorized and unissued shares of our common stock or will be treasury shares. 9 20. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS? We will pay the costs of administering the Plan, but participants will be required to pay brokerage commissions and other fees for shares purchased in the open market or in privately negotiated transactions and shares sold through the Plan as well as any transfer tax, if applicable. Brokerage commissions will be at a negotiated rate established under the terms of our agreements with independent agents. See Question 7. SALES AND TERMINATION FROM THE PLAN 21. MAY PARTICIPANTS SELL OR WITHDRAW ALL OR A PORTION OF THEIR SHARES FROM THE PLAN? Yes. Any participant may withdraw from the Plan, request that a certificate be issued for Plan shares or request that Plan shares be sold and the cash proceeds forwarded to the participant. Participation in the Plan is entirely voluntary. Participants may sell or withdraw all or a portion of their shares by filling out the correspondence portion of their account statement or by contacting Investor Services. A stock certificate for any whole number of shares will be issued from your Plan account as soon as practicable after requested. If you would like stock certificates issued in a registration other than the name on your account, contact Investor Services. Investor Services will aggregate Plan sale requests and place a market order with the independent agent to sell such shares at least four times a month. The participant will receive the proceeds of the sale less any brokerage commission and any other fees as soon as practicable after the settlement date for the applicable sale. If a participant's request for a sale or withdrawal is received by Investor Services on or soon after a dividend payment date, such request will be processed as soon as practicable after reinvested dividends have been allocated. If a participant's Plan account contains less than one full share, Investor Services reserves the right to sell any fractional share remaining in the account, forward the proceeds of the sale to the participant and terminate the account. REPORTS TO PARTICIPANTS 22. HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF SHARES OF COMMON STOCK AND OTHER ACTIVITY IN THEIR PLAN ACCOUNTS? Participants will receive a quarterly statement as soon as practicable following the end of each calendar quarter. The last quarterly statement of each calendar year will reflect year-to-date Plan activity. In addition, a statement will be provided in any month an account has Plan activity. These statements are participants' continuing record of their Plan transactions and should be retained for tax purposes. Participants should be aware that it is important to retain all statements received as there will be a fee incurred to provide historical statement information. Participants will receive copies of the same communications sent to other registered shareholders of common stock, including our annual report, notice of annual meeting and proxy statement, and certain tax information. CERTIFICATES 23. WILL STOCK CERTIFICATES AUTOMATICALLY BE ISSUED FOR SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN? No. Unless you request otherwise as described below, the number of shares credited to your Plan account will be held by Ameren Services, as agent, and will be shown on your statement of account. This service protects against loss, theft or destruction of stock certificates. 10 A certificate for any number of whole shares up to the full number of shares credited to your Plan account will be issued to you if you so request in writing. See Question 21. Such request should be mailed to Investor Services. Shares credited to your Plan account may not be used as collateral. If you wish to use your Plan shares as collateral, you must request that a certificate be issued in your name. A certificate for fractional shares will not be issued under any circumstances. TRANSFER OF SHARES HELD IN THE PLAN 24. CAN PLAN SHARES BE TRANSFERRED? Upon written request, Plan shares can be transferred into names other than the account name, subject to compliance with any applicable laws and the payment by the participant of any applicable taxes, provided that the request is accompanied by a duly executed stock power that bears the signature(s) of the participant(s) and the signature(s) is/are Medallion Guaranteed by a financial institution, such as a commercial bank or a brokerage firm, that is a member of either the STAMP, SEMP or MSP Medallion Guarantee programs. Unless instructed otherwise, Ameren Services will hold the transferred shares in an account in the transferee's name in the Plan and apply the same dividend reinvestment options as existed with respect to the transferred account. SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES 25. WHAT IS THE PLAN'S SAFEKEEPING SERVICE AND HOW DOES IT WORK? The Plan's safekeeping service allows you to deposit your common stock certificate(s) into your Plan account. The benefits of this service include the convenience of keeping all of your shares in one place, and the protection against the cost of replacing your certificates should they be lost, stolen or destroyed. If you would like to take advantage of this service, please contact Investor Services. ONLINE SERVICES 26. WHAT TRANSACTIONS CAN A PARTICIPANT CONDUCT THROUGH OUR WEBSITE? Through our website, a participant may: o enroll in the Plan; o authorize the reinvestment of his or her common stock or preferred stock cash dividends; and o authorize optional cash investments; and a participant may: o review and manage his or her Plan account at his or her convenience; o arrange for sales of some or all of his or her shares of common stock; and o request the issuance of a stock certificate for some or all of his or her shares of common stock. Participation in the Plan through our online services is voluntary. A participant can access such services at our website at http://www.ameren.com. 11 INCOME TAXES 27. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN? In general, participants in the Plan have the same federal income tax obligations with respect to their dividends as do shareholders who are not Plan participants. This means that dividends reinvested under the Plan are taxable as having been received even though the participants did not actually receive them in cash but, instead, used them to purchase additional shares under the Plan. Federal legislation enacted in 2003 has lowered the tax rate that is applicable to most dividends. For participants who have held their Ameren common stock for more than a 60-day period surrounding the ex-dividend date, the dividend will be taxed at the 5% or 15% rates which apply to long-term capital gains. The sale of shares by a participant under the Plan may give rise to a capital gain or loss, provided such shares are held as a capital asset by the participant. Any such gain or loss will be measured by the difference between the proceeds received by the participant (net of commissions and fees) and the participant's tax basis in the shares sold. For participants who are subject to U.S. withholding tax, backup withholding or foreign taxes, we will withhold the required taxes from the gross dividends or proceeds from the sale of shares. The dividends or proceeds received by the participant, or dividends reinvested on behalf of the participant, will be net of the required taxes. The foregoing is only a general statement of federal income tax consequences. Each participant should consult his or her own tax advisor as to the specific application of the tax laws and regulations governing the Plan as they relate to such participant. The statements of account sent to participants should be retained for tax purposes. DESCRIPTION OF COMMON STOCK GENERAL The following descriptions of our common stock and the relevant provisions of our restated articles of incorporation and by-laws are summaries and are qualified by reference to our restated articles of incorporation and by-laws which have been previously filed with the SEC and are exhibits to this registration statement, of which this prospectus is a part, as well as the applicable Missouri General and Business Corporation Law. Under our restated articles of incorporation, we are authorized to issue 400 million shares of common stock, $.01 par value per share, and 100 million shares of preferred stock, $.01 par value per share. At February 11, 2004, 181,993,522 shares of common stock and no shares of preferred stock were outstanding. In March 2002, we issued equity security units pursuant to which we may issue between 7,402,320 and 8,734,020 additional shares of common stock on or before May 15, 2005 in settlement of the purchase contracts comprising a portion of the units. DIVIDEND RIGHTS AND LIMITATIONS The holders of our common stock are entitled to receive such dividends as our board of directors may from time to time declare, subject to any rights of the holders of our preferred stock, if any is issued. Our ability to pay dividends depends primarily upon the ability of our subsidiaries to pay dividends or otherwise transfer funds to us. Various financing arrangements, charter provisions and regulatory requirements may impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. VOTING RIGHTS Except as otherwise provided by law and subject to the voting rights of holders of our preferred stock, the holders of our common stock have the exclusive right to vote for the election of directors and for all other purposes. Each holder of our common stock is entitled to one vote per share on all matters submitted to a vote at a meeting of shareholders, including the election of directors, which means that the holders of more than 50% of the 12 shares voting for the election of directors can elect 100% of the directors and the holders of the remaining shares voting for the election of directors will not be able to elect any directors. The common stock shall vote together as a single class. The holders of our common stock are not entitled to cumulate votes for the election of directors. At annual and special meetings of shareholders, a majority of the outstanding shares of common stock constitutes a quorum. LIQUIDATION RIGHTS In the event of any liquidation, dissolution or winding up of our affairs, voluntarily or involuntarily, the holders of our common stock will be entitled to receive the remainder, if any, of our assets after the payment of all our debts and liabilities and after the payment in full of any preferential amounts to which holders of any preferred stock may be entitled. MISCELLANEOUS The outstanding shares of common stock are, and the shares of common stock sold hereunder will be, upon payment for them, fully paid and nonassessable. The holders of our common stock are not entitled to any preemptive or preferential rights to subscribe for or purchase any part of any new or additional issue of stock or securities convertible into stock. Our common stock does not contain any redemption provisions or conversion rights. TRANSFER AGENT AND REGISTRAR Ameren Services acts as transfer agent and registrar for the common stock. SHAREHOLDER RIGHTS PLAN On October 9, 1998, our board of directors adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of our common stock. The plan is designed to assure shareholders of fair and equal treatment in the event of a proposed takeover. Each right entitles the registered holder to purchase from us one one-hundredth of a share of Series A junior participating preferred stock, par value $.01 per share, at an exercise price of $180 per one one-hundredth of a share of such preferred stock, subject to adjustment. The rights will become exercisable only if a person or group acquires 15% or more of our common stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 15% or more of our common stock. If a person or group acquires 15% or more of our outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase, at the right's then-current exercise price, a number of shares of our common stock having a market value of twice such price. In addition, if we are acquired in a merger or other business combination transaction after a person or group has acquired 15% or more of our outstanding common stock, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of shares of the acquiring company's common stock having a market value of twice such price. The acquiring person or group will not be entitled to exercise these rights. The SEC approved the plan under the Public Utility Holding Company Act of 1935 in December 1998. The rights were issued as a dividend payable January 8, 1999, to shareholders of record on that date. The rights will expire on October 9, 2008. One right will accompany each new share of our common stock issued prior to such expiration date. The rights do not have voting or dividend rights, and until they become exercisable, have no dilutive effect on our per-share earnings. We have 4 million shares of preferred stock initially reserved for issuance upon exercise of the rights. There is no junior participating preferred stock issued or outstanding as of the date of this prospectus. The description and terms of the rights are set forth in an agreement between us and EquiServe Trust Company, N.A. (successor to First Chicago Trust Company of New York), as rights agent. The proceeding summary of the rights and the shareholder rights plan is qualified in its entirety by reference to the rights agreement and the description thereof each contained in our registration statement on Form 8-A dated November 23, 1998, which is incorporated by reference into this prospectus. 13 CERTAIN ANTI-TAKEOVER MATTERS Our restated articles of incorporation and by-laws include a number of provisions that may have the effect of discouraging persons from acquiring large blocks of our stock or delaying or preventing a change in our control. The material provisions that may have such an effect include: o authorization for our board of directors (subject to any required regulatory approval) to issue our preferred stock in series and to fix rights and preferences of the series (including, among other things, whether, and to what extent, the shares of any series will have voting rights and the extent of the preferences of the shares of any series with respect to dividends and other matters); o advance notice procedures with respect to nominations of directors or proposals other than those adopted or recommended by our board of directors; o the prohibition of shareholder action by less than unanimous written consent without a meeting; and o provisions specifying that only the chief executive officer or the board of directors (by a majority vote of the entire board of directors) may call special meetings of shareholders, and that the chairman of the meeting may adjourn a meeting of shareholders from time to time, whether or not a quorum is present. In addition, the Missouri General and Business Corporation Law, or the MGBCL, contains certain provisions, including business combination provisions that would be applicable to certain mergers, share exchanges or sales of substantially all assets involving us or a subsidiary and a significant shareholder and which could have the effect of substantially increasing the cost to the acquiror and thus discouraging any such transaction. The MGBCL permits shareholders to adopt an amendment to the articles of incorporation opting out of the business combination provisions, and our restated articles of incorporation opt out of such provisions. Under the Illinois Public Utilities Act, approval of the Illinois Commerce Commission is required for any transaction which, regardless of the means by which it is accomplished, results in a change in the ownership of a majority of the voting capital stock of an Illinois public utility or the ownership or control of any entity which owns or controls a majority of the voting capital stock of a public utility. Because we control a majority of the voting stock of AmerenCIPS, AmerenUE and AmerenCILCO, each public utilities subject to Illinois utility regulation, any change in our ownership or control, within the meaning of the Illinois Public Utilities Act, would require Illinois Commerce Commission approval. Certain acquisitions by any person of our outstanding voting shares would also require approval of the SEC under the Public Utility Holding Company Act of 1935. USE OF PROCEEDS The number of shares of common stock, if any, that we will sell under the Plan and the prices at which such shares will be sold cannot presently be determined. The number and prices of shares sold will be affected by the level of participation in the Plan, the prevailing prices of our common stock and whether the shares are newly issued or treasury shares or shares purchased in the open market or privately negotiated transactions. If newly issued or treasury shares of common stock are sold by us under the Plan, we will use the net proceeds we receive from the sale: o to finance our subsidiaries' ongoing construction and maintenance programs; o to redeem, repurchase, repay or retire outstanding indebtedness, including indebtedness of our subsidiaries; o to finance strategic investments in, or future acquisitions of, other entities or their assets; and o for other general corporate purposes. 14 If shares are purchased by an independent agent in the open market or in private transactions for sale under the Plan, we will not receive any proceeds from such sales. LEGAL MATTERS Steven R. Sullivan, Esq., our Senior Vice President Governmental/Regulatory Policy, General Counsel and Secretary, has issued a legal opinion as to certain legal matters in connection with the common stock offered by this prospectus. As of December 31, 2003, Mr. Sullivan owned 502 shares of Ameren's common stock. In addition, as of that date, Mr. Sullivan had been granted options to purchase 30,100 shares of Ameren's common stock, of which options to purchase 20,375 shares were fully vested, and he owned 7,921 restricted shares of Ameren's common stock, none of which were fully unrestricted. EXPERTS The consolidated financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2002 have been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 15 ======================================== =============================== No dealer, salesperson or other person is authorized to give any information to or represent anything not contained in this prospectus. You AMEREN CORPORATION must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only DRPLUS under circumstances and in DIVIDEND REINVESTMENT jurisdictions where it is lawful to do AND STOCK PURCHASE PLAN so. The information contained in this prospectus is current only as of its date. ------------ TABLE OF CONTENTS Common Stock Page ---- ------------ Ameren Corporation...................2 Where You Can Find More Information..3 Description of the Plan..............4 PROSPECTUS Description of Common Stock.........12 Use of Proceeds.....................14 Legal Matters.......................15 Experts.............................15 ------------ ======================================== =============================== PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission registration fee........... $ 5,221* Stock exchange listing fees................................... 21,000 Printing expenses............................................. 15,000 Fees of accountants........................................... 4,000 Fees of attorneys............................................. 25,000 Blue sky fees................................................. 5,000 Miscellaneous expenses........................................ 3,775 -------- Total.................................................... $105,000 ======== - -------------- * Actual expenses; all other expenses are estimates ITEM 15. Indemnification of Directors and Officers Article IV of the By-laws of Ameren Corporation (the "Company"), consistent with the applicable provisions of the Missouri General and Business Corporation Law (the "MGBCL"), provides for indemnification of directors and officers. These provisions provide that any person shall be indemnified for expenses and liabilities imposed upon such person in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In a proceeding brought by or in the right of the Company, indemnification shall be made with respect to any claim as to which an officer or director has been adjudged to have been liable to the Company if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The By-laws, consistent with the applicable provisions of the MGBCL, provide that indemnification shall be made by the Company only if a determination has been made by a majority vote of a quorum of the disinterested directors or by the shareholders or by independent legal counsel, that the director or officer met the required standard of conduct. The Company has purchased insurance on behalf of its officers and directors which insures them against certain liabilities and expenses, including those under the Securities Act of 1933. The By-laws, consistent with the applicable provisions of the MGBCL, further provide that, in addition to the indemnities described in the preceding paragraphs, the Company will further indemnify its officers and directors to the maximum extent permitted by law, provided that no indemnity may be given for conduct that is adjudged to be knowingly fraudulent, deliberately dishonest, or willful misconduct. II-1 ITEM 16. Exhibits EXHIBIT NO. DESCRIPTION - ------- ---------------------------------------------------------------------- *2.1 Stock Purchase Agreement, dated as of February 2, 2004, among the Company, Dynegy Inc., Illinova Corporation and Illinova Generating Company (February 3, 2004 Form 8-K, Exhibit 2.1). *4.1 Restated Articles of Incorporation of the Company (File No. 33-64165, Annex F). *4.2 Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit 3(i)). 4.3 By-laws of the Company as amended to February 13, 2004. *4.4 Agreement, dated as of October 9, 1998, between the Company and EquiServe Trust Company, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent, which includes the form of Certificate of Designation of the Preferred Shares as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (October 14, 1998 Form 8-K, Exhibit 4). 5 Opinion of Steven R. Sullivan, Esq., Senior Vice President Governmental/Regulatory Policy, General Counsel and Secretary of the Company, regarding the validity of the securities. 23.1 Consent of Steven R. Sullivan (included in Exhibit 5). 23.2 Consent of independent accountants. 24 Powers of Attorney. NOTE: REPORTS OF THE COMPANY ON FORMS 8-K, 10-Q AND 10-K ARE ON FILE WITH THE SEC UNDER FILE NUMBER 1-14756. - ------------------- * Incorporated by reference herein as indicated. ITEM 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Company II-2 pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 13th day of February, 2004. AMEREN CORPORATION (Registrant) By: /s/ Gary L. Rainwater --------------------------------- Gary L. Rainwater Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
NAME TITLE DATE ---- ----- ---- Chairman, President, Chief /s/ Gary L. Rainwater Executive Officer and - ------------------------------- Director February 13, 2004 Gary L. Rainwater (Principal Executive Officer) /s/ Warner L. Baxter Executive Vice President and - ------------------------------- Chief Financial Officer February 13, 2004 Warner L. Baxter (Principal Financial Officer) /s/ Martin J. Lyons Vice President and Controller - ------------------------------- (Principal Accounting Officer) February 13, 2004 Martin J. Lyons * - ------------------------------- Director February 13, 2004 William E. Cornelius * - ------------------------------- Director February 13, 2004 Susan S. Elliott * - ------------------------------- Director February 13, 2004 Clifford L. Greenwalt * - ------------------------------- Director February 13, 2004 Thomas A. Hays NAME TITLE DATE ---- ----- ---- * - ------------------------------ February 13, 2004 Richard A. Liddy Director * - ------------------------------ Director February 13, 2004 Gordon R. Lohman * - ------------------------------ Director February 13, 2004 Richard A. Lumpkin * - ------------------------------ Director February 13, 2004 John Peters MacCarthy * - ------------------------------ Director February 13, 2004 Paul L. Miller, Jr. * - ------------------------------ Director February 13, 2004 Charles W. Mueller * - ------------------------------ Director February 13, 2004 Douglas R. Oberhelman * - ------------------------------ Director February 13, 2004 Harvey Saligman *By: /s/ Steven R. Sullivan ------------------------- Steven R. Sullivan Attorney-in-Fact
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - -------- ---------------------------------------------------------------------- *2.1 Stock Purchase Agreement, dated as of February 2, 2004, among the Company, Dynegy Inc., Illinova Corporation and Illinova Generating Company (February 3, 2004 Form 8-K, Exhibit 2.1). *4.1 Restated Articles of Incorporation of the Company (File No. 33-64165, Annex F). *4.2 Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit 3(i)). 4.3 By-laws of the Company as amended to February 13, 2004. *4.4 Agreement, dated as of October 9, 1998, between the Company and EquiServe Trust Company, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent, which includes the form of Certificate of Designation of the Preferred Shares as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (October 14, 1998 Form 8-K, Exhibit 4). 5 Opinion of Steven R. Sullivan, Esq., Senior Vice President Governmental/Regulatory Policy, General Counsel and Secretary of the Company, regarding the validity of the securities. 23.1 Consent of Steven R. Sullivan (included in Exhibit 5). 23.2 Consent of independent accountants. 24 Powers of Attorney. NOTE: REPORTS OF THE COMPANY ON FORMS 8-K, 10-Q AND 10-K ARE ON FILE WITH THE SEC UNDER FILE NUMBER 1-14756. - ----------- * Incorporated by reference herein as indicated. EX-4 3 ex4_3.txt EX. 4.3 - BY-LAWS EXHIBIT 4.3 AMEREN CORPORATION ---------- B Y - L A W S AS AMENDED EFFECTIVE FEBRUARY 13, 2004 ---------- ARTICLE I --------- SHAREHOLDERS Section 1. The annual meeting of the shareholders of the Company shall be held on the fourth Tuesday of April in each year (or if said day be a legal holiday, then on the next succeeding day not a legal holiday), at the registered office of the Company in the City of St. Louis, State of Missouri, or on such other date and at such other place within or without the state of Missouri as may be stated in the notice of meeting, for the purpose of electing directors and of transacting such other business as may properly be brought before the meeting. Section 2. Special meetings of the shareholders may be called only by the Chief Executive Officer or, if one has not been appointed, by the President, or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Company would have if there were no vacancies. Section 3. Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or given not less than ten nor more than seventy days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote thereat, at his address as it appears, if at all, on the records of the Company. Such further notice shall be given by mail, publication or otherwise as may be required by law. Meetings may be held without notice if all the shareholders entitled to vote thereat are present or represented at the meeting, or if notice is waived by those not present or represented. Section 4. The holders of record of a majority of the shares of the capital stock of the Company issued and outstanding, entitled to vote thereat, present in person or represented by proxy, shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareholders. If at any meeting there be no such quorum, such holders of a majority of the shares so present or represented may successively adjourn the meeting to a specified date not longer than ninety days after such adjournment, without notice other than announcement at the meeting, until such quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as originally notified. The chairman of the meeting or a majority of shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. Section 5. Meetings of the shareholders shall be presided over by the Chief Executive Officer or, if he is not present, or if one has not been appointed, by the Chairman of the Board of Directors or by the President or, if neither the Chairman nor the President is present, by such other officer of the Company as shall be selected for such purpose by the Board of Directors. The Secretary of the Company or, if he is not present, an Assistant Secretary of the Company or, if neither the Secretary nor an Assistant Secretary is present, a secretary pro tem to be designated by the presiding officer shall act as secretary of the meeting. Section 6. At all meetings of the shareholders every holder of record of the shares of the capital stock of the Company, entitled to vote thereat, may vote either in person or by proxy. Section 7. At all elections for directors the voting shall be by written ballot. If the object of any meeting be to elect directors or to take a vote of the shareholders on any proposition of which notice shall have been given in the notice of the meeting, the person presiding at such meeting shall appoint not less than two persons, who are not directors, inspectors to receive and canvass the votes given at such meeting. Any inspector, before he shall enter on the duties of his office, shall take and subscribe an oath, in the manner provided by law, that he will execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall take charge of the polls and after the balloting shall make a certificate of the result of the vote taken. Section 8. (a)(1) Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Company's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any shareholder of the Company who was a shareholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. (2)(i) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this By-Law, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting except in the case of candidates recommended by shareholders of more than 5% of the Company's Common Stock who may also submit nominations in accordance with the procedures in clause (ii) of paragraph (a)(2) of this By-Law; provided, however, that in the event that the date of the annual meeting 2 is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner and (ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder and such beneficial owner; and (d) a signed statement by the nominee agreeing that, if elected, such nominee will (i) represent all Company shareholders in accordance with applicable law and these By-Laws, and (ii) comply with the Company's Corporate Compliance Policy. (ii) Shareholders or a group of shareholders who have owned more than 5% of the Company's Common Stock for at least one year as of the date the recommendation was made may recommend nominees for director to the Nominating and Corporate Governance Committee, provided that written notice from the shareholder(s) must be received by the Secretary of the Company at the principal executive offices of the Company not later than 120 days prior to the anniversary of the date the Company's proxy statement was released to shareholders in connection with the previous year's annual meeting; provided, however, that in the event that the date of the annual meeting has been changed by more than 30 days from the date of the preceding year's annual meeting, notice by the shareholder must be received by the Secretary of the Company not later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 thereunder (including (i) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (ii) the written consent of the shareholder(s) recommending the nominee to being 3 identified in the Company's proxy statement); (b) as to the shareholder(s) giving the notice and the beneficial owner(s), if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder(s), as they appear on the Company's books, and of such beneficial owner(s) and (ii) the number of shares of the Company's Common Stock which are owned beneficially and of record by such shareholder(s) and such beneficial owner(s) and information with respect to the holding period for such shares; and (c) a signed statement by the nominee agreeing that, if elected, such nominee will (i) represent all Company shareholders in accordance with applicable law and these By-Laws and (ii) comply with the Company's Corporate Compliance Policy. (3) Notwithstanding anything in the second sentence of paragraph (a)(2)(i) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. (b) Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Company's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Company's notice of meeting (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the Company who is a shareholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. In the event the Company calls a special meeting of shareholder for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Company's notice of meeting, if the shareholder's notice required by paragraph (a)(2)(i) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a shareholder's notice as described above. (c)(1) Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in 4 this By-Law. Except as otherwise provided by law, the Articles of Incorporation of the Company (such articles, as they may be amended and/or restated from time to time being referred to herein as the "Articles of Incorporation") or these By-Laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded. (2) For purposes of this By-Law, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (3) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights (A) of shareholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any series of Preferred Stock to elect directors under specified circumstances. ARTICLE II ---------- Directors Section 1. The property and business of the Company shall be controlled and managed by its Board of Directors. The number of directors to constitute the Board of Directors shall be fifteen; provided, however, that such number may be fixed by the Board of Directors, from time to time, at not less than a minimum of three nor more than a maximum of twenty-one (21) (subject to the rights of the holders of shares of Preferred Stock, if any, as set forth in the Articles of Incorporation). Except as otherwise provided in the Articles of Incorporation, the directors shall hold office until the next annual election and until their successors shall be elected and qualified. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such quorum shall have been obtained, when any business may be transacted which might have been transacted at the original meeting had a quorum been present. Section 2. Vacancies in the Board of Directors, including vacancies created by newly created directorships, shall be filled in the manner provided in the Articles of Incorporation, and, except as otherwise provided therein, the 5 directors so elected shall hold office until their successors shall be elected and qualified. Section 3. Meetings of the Board of Directors shall be held at such time and place within or without the State of Missouri as may from time to time be fixed by resolution of the Board, or as may be stated in the notice of any meeting. Regular meetings of the Board shall be held at such time as may from time to time be fixed by resolution of the Board, and notice of such meetings need not be given. Special meetings of the Board may be held at any time upon call of the Chief Executive Officer or, if one has not been appointed, by the President, or by the Executive Committee, if one shall have been appointed, by oral, telephonic (including via telecopier) or written notice, duly given or sent or mailed to each director not less than two (2) days before any such meeting. The notice of any meeting of the Board need not specify the purposes thereof except as may be otherwise required by law. Meetings may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting, in writing. Section 4. The Board of Directors, by the affirmative vote of a majority of the whole Board may appoint an Executive Committee, to consist of two or more directors as the Board may from time to time determine. The Executive Committee shall have and may exercise to the extent permitted by law, when the Board is not in session, all of the powers vested in the Board, except the power to fill vacancies in the Board, the power to fill vacancies in or to change the membership of said Committee, and the power to make or amend By-Laws of the Company. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, the Executive Committee. The Executive Committee may make rules for the conduct of its business and may appoint such committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee shall constitute a quorum. Section 5. The Board of Directors may also appoint one or more other committees to consist of such number of the directors and to have such powers as the Board may from time to time determine. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. ARTICLE III ----------- OFFICERS Section 1. As soon as is practicable after the election of directors at the annual meeting of shareholders, the Board of Directors shall elect one of its members President of the Company, and shall elect a Secretary. The Board may also elect from its members a Chairman of the Board of Directors (which office may be held by the President) and one or more Vice Chairmen of the Board of Directors. The Board shall designate either the Chairman, if any, or the President as the Chief Executive Officer of the Company. In addition, the Board may elect one or more Vice Presidents (any one or more of whom may be designated as Senior or Executive Vice Presidents), and a Treasurer, and from time to time 6 may appoint such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. The offices of Secretary and Treasurer may be held by the same person, and a Vice President of the Company may also be either the Secretary or the Treasurer. Section 2. Between annual elections of officers, the Board of Directors may effect such changes in Company offices as it deems necessary or proper. Section 3. Subject to such limitations as the Board of Directors may from time to time prescribe, the officers of the Company shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Executive Committee. The Treasurer and the Assistant Treasurers may be required to give bond for the faithful discharge of their duties, in such sum and of such character as the Board of Directors may from time to time prescribe. ARTICLE IV ---------- INDEMNIFICATION Each person who now is or hereafter becomes a director (which term as used in this Article shall include an advisor to the Board of Directors), officer, employee or agent of the Company, or who now is or hereafter becomes a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company, shall be entitled to indemnification as provided by law. Such right of indemnification shall include, but not be limited to, the following: Section 1. (a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or 7 suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) The Company shall further indemnify to the maximum extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding (including appeals), whether civil, criminal, investigative (including private Company investigations), or administrative, including an action by or in the right of the Company, by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all expenses incurred by such person, including, but not limited to, attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided that the Company shall not indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. (d) To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Section or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding. (e) Any indemnification under this Section, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section. The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. (f) Where full and complete indemnification is prohibited by law or public policy, any person referred to in subsection (a) above who would otherwise be entitled to indemnification nevertheless shall be entitled to partial 8 indemnification to the extent permitted by law and public policy. Furthermore, where full and complete indemnification is prohibited by law or public policy, any person referred to in this Section who would otherwise be entitled to indemnification nevertheless shall have a right of contribution to the extent permitted by law and public policy in cases where said party is held jointly or concurrently liable with the Company. Section 2. The indemnification provided by Section 1 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or By-Laws or any agreement, vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and the Company is hereby specifically authorized to provide such indemnification by any agreement, vote of shareholders or disinterested directors or otherwise. The indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 3. The Company is authorized to purchase and maintain insurance on behalf of, or provide another method or methods of assuring payment to, any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article. Section 4. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in this Article. Section 5. If any provision or portion of this Article shall be held invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of all other provisions and portions not specifically held to be invalid, illegal or unenforceable, shall not be affected or impaired thereby and shall be construed according to the original intent, to the extent not precluded by applicable law. Section 6. For purposes of this Article: (a) References to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. 9 (b) The term "other enterprise" shall include employee benefit plans; the term "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and the term "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and the word "include" or "includes" shall be construed in its expansive sense and not as a limiter; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article. Section 7. This Article may be hereafter amended or repealed; provided, however, that no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person who is or was a director, officer, employee or agent to obtain indemnification with respect to an action, suit, or proceeding that pertains to or arises out of actions or omissions that occur prior to the effective date of such amendment or repeal. ARTICLE V --------- CERTIFICATES OF STOCK Section 1. The interest of each shareholder shall be evidenced by certificates for shares of stock of the Company, in such form as the Board of Directors may from time to time prescribe. The certificates for shares of stock of the Company shall be signed by the Chairman, if any, or the President or a Vice President (including Senior or Executive Vice Presidents) and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Company and sealed with the seal of the Company and shall be countersigned and registered in such manner, if any, as the Board of Directors may from time to time prescribe. Any or all of the signatures on the certificate may be facsimile and the seal may be facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may nevertheless be issued by the Company with the same effect as if the person were an officer, transfer agent or registrar at the date of issue. Section 2. The shares of stock of the Company shall be transferable only on the books of the Company by the holders thereof in person or by duly authorized attorney, upon surrender for cancellation of certificates for the same number of shares of the same class of stock, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signatures as the Company or its agents may reasonably require. Section 3. No certificate for shares of stock of the Company shall be issued in place of any certificate alleged to have been lost, stolen or 10 destroyed, except upon production of such evidence of such loss, theft or destruction, and upon the Company being indemnified to such extent and in such manner as the Board of Directors in its discretion may require. ARTICLE VI ---------- CLOSING OF STOCK TRANSFER BOOKS OR FIXING RECORD DATE The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or entitled to any such allotment of rights, or entitled to exercise the rights in respect of any such change, conversion or exchange of shares. In such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the stock transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournments thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid. ARTICLE VII ----------- CHECKS, NOTES, ETC. All checks and drafts on the Company's bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors. The Board of Directors may authorize any such officer or agent to sign and, when the Company's seal is on the instrument, to attest any of the foregoing instruments by the use of a facsimile signature, engraved or printed or otherwise affixed thereto. In case any officer or agent who has signed or whose facsimile signature has been placed upon any such instrument for the payment of money shall have ceased to be such officer or agent before such instrument is issued, such instrument may nevertheless be issued by the Company with the same effect as if such officer or agent had not ceased to be such officer or agent at the date of its issue. 11 ARTICLE VIII ------------ FISCAL YEAR The fiscal year of the Company shall begin on the first day of January in each year and shall end on the thirty-first day of December following until otherwise changed by resolution of the Board, and the Board is authorized at any time by resolution to adopt and fix a different fiscal year for the Company. ARTICLE IX ---------- CORPORATE SEAL The corporate seal shall have inscribed thereon the name of the Company and the words "Corporate Seal, Missouri". ARTICLE X --------- AMENDMENTS The By-Laws of the Company may be made, altered, amended, or repealed by the Board of Directors. ARTICLE XI ---------- Words used herein denoting a specific gender, shall be construed to include any other gender, as applicable in the context. 12 EX-5 4 ex5.txt EX. 5 - OPINION OF STEVEN R. SULLIVAN, ESQ. EXHIBIT 5 AMEREN CORPORATION One Ameren Plaza 1901 Chouteau Avenue STEVEN R. SULLIVAN P.O. Box 66149, MC 1300 Senior Vice President St. Louis, MO 63166-6149 Governmental/Regulatory Policy, 314.554.2098 General Counsel & Secretary 314.554.4014 fax February 13, 2004 Ameren Corporation 1901 Chouteau Avenue St. Louis, Missouri 63103 Ladies and Gentlemen: I am Senior Vice President Governmental/Regulatory Policy, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (the "Company"). The Company has filed with the Securities and Exchange Commission (the "Commission) a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 6,000,000 shares of the Company's common stock, $.01 par value (the "Common Stock"), and the preferred share purchase rights (the "Rights") attached thereto (the Common Stock and the Rights herein collectively referred to as the "Shares"), in connection with its DRPlus Dividend Reinvestment and Stock Purchase Plan. In so acting, I have reviewed originals (or copies certified or otherwise identified to my satisfaction) of the Registration Statement (including the exhibits thereto), the Restated Articles of Incorporation and By-laws of the Company as in effect on the date hereof, corporate and other documents, records and papers and certificates of public officials. I am a member of the Bar of the State of Missouri and, for purposes of this opinion, do not hold myself out as an expert of the laws of any jurisdiction other than the State of Missouri. On the basis of such review and assuming that (i) the applicable provisions of the Securities Act and the securities or "blue sky" laws of various states shall have been complied with, (ii) appropriate resolutions have been adopted by the Board of Directors of the Company (or a duly appointed committee or representative thereof), (iii) the Shares have been issued and delivered upon the terms specified in such resolutions and in any required orders of the Commission or other applicable regulatory approvals and (iv) the Rights shall have been issued in accordance with the terms of the Rights Agreement, dated as of October 9, 1998 ("Rights Agreement"), between the Company and the EquiServe Trust Company, N.A., as Rights Agent, I am of the opinion that when the Common Stock has been issued and delivered on the terms and conditions set forth in the Registration Statement, and for the consideration contemplated by the Registration Statement, the Common Stock will be duly authorized, validly issued, fully paid and nonassessable and the Rights will have been validly issued. The opinion set forth above with respect to the Rights is limited to the valid issuance of the Rights under the corporation laws of the State of Missouri. In this connection, I have not been asked to express, and accordingly do not express, any opinion herein with respect to any other aspect of the Rights, the effect of any equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights or the enforceability of any particular provision of the Rights Agreement. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Steven R. Sullivan Steven R. Sullivan Senior Vice President Governmental/Regulatory Policy, General Counsel and Secretary EX-23 5 ex23_2.txt EX. 23.2 - CONSENT OF PWC EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 13, 2003 relating to the consolidated financial statements, which appears in the 2002 Annual Report to Shareholders, which is incorporated by reference in Ameren Corporation's Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated February 13, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri February 13, 2004 EX-24 6 ex24.txt EX. 24 - POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY WHEREAS, AMEREN CORPORATION, a Missouri corporation (herein referred to as the "Company"), is required to file with the Securities and Exchange Commission, under the Securities Act of 1933, a Registration Statement(s) and any amendments thereto, covering the registration of Common Stock under the DRPlus Dividend Reinvestment and Stock Purchase Plan, as authorized by the Company's Board of Directors on December 12, 2003; and WHEREAS, each of the below undersigned holds the office or offices in the Company set opposite his or her name; NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Gary L. Rainwater and/or Warner L. Baxter and/or Steven R. Sullivan and/or Jerre E. Birdsong the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned to said Registration Statement(s) and any amendments thereto, and, for the performance of the same acts, each with power to appoint in their place and stead and as their substitute, one or more attorneys-in-fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 12th day of December, 2003: Charles W. Mueller, Chairman, Chief Executive Officer and Director (Principal Executive Officer) /s/ C.W. Mueller -------------------------------------- William E. Cornelius, Director /s/ W.E. Cornelius -------------------------------------- Susan S. Elliott, Director /s/ Susan S. Elliott -------------------------------------- Clifford L. Greenwalt, Director /s/ Clifford L. Greenwalt -------------------------------------- Thomas A. Hays, Director /s/ Thomas A. Hays -------------------------------------- Richard A. Liddy, Director /s/ Richard A. Liddy -------------------------------------- Gordon R. Lohman, Director /s/ G.R. Lohman -------------------------------------- Richard A. Lumpkin, Director /s/ Richard A. Lumpkin -------------------------------------- John Peters MacCarthy, Director /s/ John Peters MacCarthy -------------------------------------- Paul L. Miller, Jr., Director /s/ Paul L. Miller, Jr. -------------------------------------- Douglas R. Oberhelman, Director /s/ Douglas R. Oberhelman -------------------------------------- Gary L. Rainwater, Director /s/ G.L. Rainwater -------------------------------------- Harvey Saligman, Director /s/ Harvey Saligman -------------------------------------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 12th day of December, 2003, before me, the undersigned Notary Public in and for said State, personally appeared the above-named officers and directors of Ameren Corporation, known to me to be the persons described in and who executed the foregoing power of attorney and acknowledged to me that they executed the same as their free act and deed for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. /s/ Debby Anzalone -------------------------------------- Debby Anzalone Notary Public - Notary Seal STATE OF MISSOURI St. Louis County My Commission Expires: April 18, 2006 -----END PRIVACY-ENHANCED MESSAGE-----