-----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, A/aS+1ceHIzI0KWSCR6Cjeh1a9TSIK1BqWz6wmhZL1WKm/9M1QVIxKfSpPhsNcHr xSp8bvDSak2M3T21R19HzQ== 0000950131-97-007015.txt : 19971126 0000950131-97-007015.hdr.sgml : 19971126 ACCESSION NUMBER: 0000950131-97-007015 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19971125 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09133 FILM NUMBER: 97727408 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE CITY: ST LOUIS STATE: MO ZIP: 63103 U-1/A 1 AMENDMENT #1 TO FORM U/1 File No. 70-9133 As filed with the Securities and Exchange Commission on November 25, 1997. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ------------------ AMENDMENT NO. 1 TO FORM U-1 APPLICATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ------------------ (Names of companies filing this statement and addresses of principal executive offices) Ameren Corporation Union Electric Company Ameren Services Company Union Electric Development Corporation 1901 Chouteau Avenue St. Louis, Mo. 63103 Central Illinois Public Service Company CIPSCO Investment Company 607 East Adams Springfield, Il. 62739 Electric Energy Incorporated 2100 Portland Road Joppa, Il. 62953 (Name of top registered holding company) Ameren Corporation (Names and addresses of agents for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application to: William J. Niehoff William J. Harmon Union Electric Company Jones, Day, Reavis & Pogue 1901 Chouteau Avenue 77 West Wacker, Suite 3500 P.O. Box 66149, MC 1310 Chicago, IL 60601-1692 St. Louis, MO 63166-6149 This Application originally filed October 28, 1997 ("Original U-1") relates to the request of Ameren Corporation ("Ameren") and its Subsidiaries (as defined in the Original U-1) for approval under the Public Utility Holding Company Act of 1935 of certain financing transactions. This Amendment No. 1 is filed to include certain exhibits as detailed below. The Original U-1 is hereby ratified and confirmed. Item 6. Exhibits and Financial Statements --------------------------------- A. Exhibits -------- B-1 Form of Credit Agreement for Ameren, UE, CIPS and EEI B-2 Form of Commercial Paper Agreements for Ameren, UE and CIPS B-3 Form of Standard Purchase Agreement -- Ameren Common Stock F-1.1 Preliminary Opinion of Counsel F-2.1 Preliminary Opinion of Counsel (Jones, Day, Reavis & Pogue) G-1 Financial Data Schedule 2 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this amendment to the Application to be signed on its behalf by the undersigned thereunto duly authorized. Ameren Corporation Union Electric Company Ameren Services Company Union Electric Development Company Central Illinois Public Service Company CIPSCO Investment Company Electric Energy Incorporated By: /s/ William E. Jaudes ---------------------------- Name: William E. Jaudes (Authorized Signatory) November 25, 1997 3 INDEX OF EXHIBITS
Exhibit Number Description of Exhibit Method of Filing B-1 Form of Credit Agreement for Ameren, UE, Electronic CIPS and EEI B-2 Form of Commercial Paper Agreements for Electronic Ameren, UE and CIPS B-3 Form of Standard Purchase Agreement-- Electronic Ameren Common Stock F-1.1 Preliminary Opinion of Counsel Electronic F-2.1 Preliminary Opinion of Counsel (Jones, Electronic Day, Reavis & Pogue) G-1 Financial Data Schedule Electronic
4 EX-99.B-1 2 FORM OF CREDIT AGREEMENT EXHIBIT B-1 FORM OF CREDIT AGREEMENT Borrower: _________________________ Commitment: $________________________ Availability: For cash advances against the Borrower's promissory notes, in an appropriate form similar to either Exhibit A or Exhibit B hereto, provided that all loans mature before ______________________. Conditions The Bank shall have no obligation to make advances Precedent: hereunder unless it has received: a) the Note(s), and a copy of this Agreement, all duly executed; b) certified (as of the date of this Agreement) copies of (i) the charter and by-laws of the Borrower and (ii) all corporate action taken by the Borrower, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of this Agreement and the Note(s) and each other document to which it is a party to be delivered pursuant to this Agreement; c) a certificate (dated as of the date of this Agreement) of the Secretary of the Borrower certifying the name and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note(s) and the other documents to be delivered by the Borrower under this Agreement; d) such financial and other information bearing on the Borrower's credit as the Bank may from time to time reasonably request (including, but not limited to the Borrower's audited annual and quarterly financial statements). The acceptance by the Borrower of any advance hereunder shall constitute a representation and warranty by the Borrower to the Bank that the representations and warranties of the Borrower set forth herein are true and correct as of the date of such advance and that no Event of Default then exists. Tenor of At the option of the Borrower: Loans: a) Domestic dollar rates - up to 90 days b) Eurocurrency rates - 1, 2, 3, or 6 months In no event will a loan mature later than _____________________. Notice of In the case of Eurocurrency rate borrowings, the Drawing: Borrower will notify the bank in writing of drawing requests at least two New York banking days before the date of the borrowing, which date shall be a New York banking day. In the case of Domestic U.S. dollar rate borrowings, the Borrower will notify the Bank in writing of drawing requests by 12:00 noon, New York time, on the date of the borrowing, which date shall be a New York banking day. Interest Rate: a) Domestic U.S. dollar rate - at the Bank's New York floating base rate. Interest is payable at maturity over the actual days elapsed on the basis of 365 or 366 day year, whichever the case may be. b) Eurodollar rate - at .25% over the rate offered to the Bank in the offshore interbank market of U.S. dollar deposits of the term and the amount of the borrowing, fixed two London business days prior to the date of the borrowing. Interest on each Eurodollar borrowing is calculated over the actual number of days elapsed on the basis of a 360 day year and will be payable at the maturity thereof, provided that in respect of any Eurodollar borrowing with a maturity in excess of three months, interest shall be payable at the end of each three month period and on the maturity thereof. c) Subject to availability in the Bank's sole discretion, at a fixed rate to be negotiated between the Bank and the Borrower at prevailing market rates. Interest is payable semi-annually in arrears. Payments by Bank: Each borrowing shall be effected by transfer of funds by the Bank to ___________________. Borrowings hereunder shall be made and repaid in Federal Funds unless otherwise agreed to by the Borrower and the Bank. Commitment Fee: The Borrower will pay .100% per annum on the average daily unused portion of the Commitment, payable quarterly in arrears on the last day of each calendar quarter on a 365 or 366 day basis (whichever the case may be) for actual days elapsed. Payments by The Borrower shall make all payments hereunder the Borrower: to _________________________________________________ by 12:00 noon New York time, on the date such payment is due. Notwithstanding the foregoing, if payment would otherwise be due on a day which is not a New York banking day, the payment shall instead be made on the next following day which is a New York banking day. 2 Prepayments: No advance may be prepaid prior to its maturity unless the Bank gives specific consent thereto in writing, which consent may be withheld in the Bank's sole discretion. Early Termination: The Borrower may terminate the unused portion of this Commitment, in whole or in part, at any time, or from time to time, by written or telegraphic notice to the Bank no less than five New York banking days prior to the date of termination. Taxes/ a) Payments of all amounts (including, but not limited to, Indemnification: principal, interest, and Commitment Fee) shall be free and clear and without deduction for any future taxes, levies, imports or duties imposed by any governmental authority in any jurisdiction or political subdivision or taxing authority therein. The foregoing shall not apply, however, in the case of any tax imposed in the jurisdiction of the Bank hereunder in respect of income or profits of the Bank. b) The Borrower shall indemnify the Bank against, and reimburse it for any net cost to the Bank (as determined by the Bank in good faith) resulting from (i) any material and adverse change in the basis of taxation by any government of payments of principal or of interest on any loan outstanding at the time such change becomes effective; or (ii) the imposition by any government or governmental regulatory agency or authority, of reserve, assessment, special deposit, capital adequacy, or similar requirement, tax, or charge with respect to any loan outstanding at the time such imposition becomes effective or with respect to any deposits or funds acquired by the Bank to fund any such loan; or (iii) the imposition on the Bank of any other condition regarding this Agreement or the Note(s); provided that the foregoing provisions of this clause shall not apply to taxes or increases in taxes imposed on net income. The Borrower will similarly indemnify the Bank as aforesaid in connection with any loan which is made to the Borrower subsequent to the time of the aforementioned change or imposition, provided that the Bank shall have notified the Borrower of such change or imposition prior to the making of such loan. Default Interest Should any amount hereunder not be paid when due, it shall Rate: accrue interest at a rate of 2% per annum over the rate which would otherwise be applicable to such amount. Representations The Borrower represents and warrants to the and Warranties Bank that: by the Borrower: 3 a) the Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and transact the business in which it is now engaged or proposed to be engaged in, and is duly qualified as foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required; b) the execution, delivery, and performance by the Borrower of this Agreement and the Note(s) are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not (1) contravene the Borrower's Certificate of Incorporation or By-Laws or (2) any law, governmental regulation, or any contractual restriction binding on or affecting the Borrower; c) this Agreement and the Note(s) are legal, valid, and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms; d) the audited financial statements of the Borrower as of ______________ and the interim financial statements as of __________ for the three (3) month period then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of the Borrower as at such dates and the results of the operations of the Borrower for the periods covered by such statements, all in accordance with GAAP consistently applied (subject to year-end adjustments in the case of the interim financial statements), and there has been no material adverse change in the condition (financial or otherwise), business, or operations of the Borrower; and e) there is no pending or threatened action or proceeding against or affecting the Borrower or any of its subsidiaries before any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially and adversely affect the financial condition, operations, properties, or business of the Borrower or the ability of the Borrower to perform it obligation under this Agreement or the Note(s). Events of Default: In the event that the Borrower: a) defaults in the payment or performance of any obligation or liability owed to the Bank, now existing or hereafter arising, including the obligations under this Agreement and the Note(s); b) defaults in the payment of principal of, or interest on, any other indebtedness for borrowed money (and any such default in the payment of interest shall continue beyond any period of grace applicable thereto) or the occurrence of any event or the existence of any condition the effect of 4 which is to cause (or to permit one or more persons to cause) any individual piece of indebtedness of the Borrower to become due before its stated maturity or before its regularly scheduled payment date; c) makes an assignment for the benefit of creditors, file a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for the appointment of a receiver or any trustee for the Borrower or a substantial part of its assets, or commences any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or files any such petition or application, or has any such proceeding commenced against it, which remains undismissed for a period of thirty (30) days or more; or by any act or omission, indicates its, consent to approval of or acquiescence in any such petition, application or proceeding or the appointment of a receiver of or any trustee for it or any substantial part of its properties or suffers any such receivership or trusteeship to continue undischarged for a period of thirty (30) days or more; or the admission by it of its inability to pay its debts as they mature; d) has title to, or possession of, all or any substantial part of its property taken or managed by the United States Government, any other government (de facto or de jure) or any agency or instrumentality of any thereof; e) makes any representation or warranty to the Bank for the purpose of obtaining any loan, advance, extension of credit or other financial accommodation that was false or incorrect in a material respect when made or deemed made; or f) sells, lends, transfers, or otherwise disposes of all or substantially all of its assets, whether in one or a series of transactions; then the Bank may, at the Bank's option, by written notice to the Borrower, terminate the Bank's Commitment to lend hereunder and declare all Note(s) then outstanding hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Notices: Unless otherwise specified herein, all notices, requests and other communications hereunder shall be in electronic, telephonic or written (including bank wire, telegram, telecopier, telex or similar writing) form and shall be given to the party to whom addressed, at its address or telephone, telecopier or telex number set forth below, or such other address or telephone, telecopier or telex number as such party may hereafter specify for the purpose by notice in writing to the other parties listed below. 5 Costs and Expenses: The Borrower agrees to pay on demand all costs and expenses in connection with the enforcement of this Agreement or the Note(s), including any attorney's fees. Governing Law, This Agreement and the Note(s) shall be deemed to be a Etc.: contract made under, and shall be construed in accordance with and governed by, the laws of the State of New York. Both parties hereto hereby consent to the jurisdiction of the state and federal courts of New York State in any suit or proceeding which may arise in connection with this Agreement or the Notes. Both parties hereby waive any objection they might have to the laying of venue in such suit or proceeding in the courts situated in New York City. BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT. If the foregoing terms and conditions are agreeable to you, please signify your acceptance by signing, dating and returning to us the enclosed copy of this Agreement, whereupon it shall constitute a binding agreement between us effective as of the date of your acceptance. Sincerely, By:______________________ By:_____________________ Title:___________________ Title:__________________ Address for Notices: By:_____________________ By:_____________________ Title:__________________ Title:__________________ Address for Notices: 6 Exhibit A P R O M I S S O R Y N O T E $XX,000,000.00 For value received, the undersigned, (the "Borrower"), promises to pay to the order of (the "Bank"), XXX Million dollars ($XX,000,000.00) or, if less, such lesser amount as shall equal the aggregate outstanding principal amount of the loans (the "Loans") made by the Bank pursuant to the Revolving Credit Facility Agreement of _________________ (the "Agreement") exclusively in lawful money of the United States of America, on the maturity dates (the "Maturity Dates") for such Loans. The Borrower shall also pay interest (computed on the basis of a year of 360 days over the actual number of days elapsed) on the unpaid principal amount of each Loan from the date of the borrowing of such amount until the Maturity Date at the rates and at the times set forth in the Agreement. The Bank shall enter in its internal records and, prior to any transfer of this Note (or, at the discretion of the Bank, at any other time), endorse on the schedule attached hereto or any continuation thereof, the date and amount of each Loan made by the Bank to the Borrower hereunder, the date and amount of each repayment of principal and interest, and the Maturity Date of each Loan. Entries made in such internal records reflecting said information as to all Loans shall constitute prima facie evidence of the transactions represented by such entries provided, however, that the failure by the Bank to make an entry in such records shall not limit or otherwise affect the obligation of the Borrower hereunder to make payment of the principal amount and interest accrued thereon. This is one of the "Note(s)" referred to in the Agreement. This Note incorporates by this reference the provisions of said Agreement, including the provisions for payment dates of interest, acceleration of indebtedness, and payment of expenses and attorney fees. This Note shall be governed by, and construed in accordance with the laws of the State of New York. The Borrower hereby waives all defenses to enforcement of, and collection upon, this Note, including lack of presentment, protest, and all notices. By:_____________________ By:_____________________ Title:__________________ Title:__________________ 7 BORROWING AND PAYMENT SCHEDULE
Princip. Date and Loan Amount Maturity Amount of Interest Notation Date of Loan Date Repayment Rate Made by - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - -------------------------------------------------------------------
8 Exhibit B P R O M I S S O R Y N O T E $XX,000,000.00 For value received, the undersigned, (the "Borrower"), promises to pay to the order of (the "Bank"), XX Million dollars ($XX,000,000.00) or, it less, such lesser amount as shall equal the aggregate outstanding principal amount of the loans (the "Loans") made by the Bank pursuant to the Revolving Credit Facility Agreement of ________________ (the "Agreement") exclusively in lawful money of the United States of America, on the maturity dates (the "Maturity Dates") for such Loans. The Borrower shall also pay interest (computed on the basis of a year of 365 or 366 days, whichever the case may be, over the actual number of days elapsed) on the unpaid principal amount of each Loan from the date of the borrowing of such amount until the Maturity Date at the rates and at the times set forth in the Agreement. The Bank shall enter in its internal records and, prior to any transfer of this Note (or, at the discretion of the Bank, at any other time), endorse on the schedule attached hereto or any continuation thereof, the date and amount of each Loan made by the Bank to the Borrower hereunder, the date and amount of each repayment of principal and interest, and the Maturity Date of each Loan. Entries made in such internal records reflecting said information as to all Loans shall constitute prima facie evidence of the transactions represented by such entries provided, however, that the failure by the Bank to make an entry in such records shall not limit or otherwise affect the obligation of the Borrower hereunder to make payment of the principal amount and interest accrued thereon. This is one of the "Note(s)" referred to in the Agreement. This Note incorporates by this reference the provisions of said Agreement, including the provisions for payment dates of interest, acceleration of indebtedness, and payment of expenses and attorney fees. This Note shall be governed by, and construed in accordance with the laws of the State of New York. The Borrower hereby waives all defenses to enforcement of, and collection upon, this Note, including lack of presentment, protest, and all notices. By:____________________ By:_____________________ Title:__________________ Title:__________________ 9 BORROWING AND PAYMENT SCHEDULE
Princip. Date and Loan Amount Maturity Amount of Interest Notation Date of Loan Date Repayment Rate Made by - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - ------------------------------------------------------------------- - -------------------------------------------------------------------
10 EX-99.B-2 3 FORM OF COMMERCIAL PAPER Exhibit B-2 COMMERCIAL PAPER DEALER AGREEMENT --------------------------------- THIS COMMERCIAL PAPER DEALER AGREEMENT is made as of ______ __, ____, between ______________________, a corporation organized under the laws of the State of ________ (the "Company"), and ___________________________________, a corporation organized under the laws of the State of ________ ("Dealer"). 1. SALE OF NOTES ------------- (A) Subject to the terms and conditions of this Agreement, the Company hereby appoints Dealer as, and Dealer hereby agrees to act as a dealer for the Company in connection with the sale from time to time of short-term promissory notes having maturities at the time of issuance of not more than 270 days (the "Notes"). The Notes will not be registered under the Securities Act of 1933 (the "Act") in reliance upon the exemption from registration provided by section 3(a)(3) of the Act, will be sold in minimum denominations of $100,000, will not contain any conditions of redemption or right to prepay, will not be payable on demand or contain any provisions for extension or renewal or automatic "rollover" at the option of the holder, Dealer or the Company, and will be issued pursuant to a depositary agreement between the Company and __________________________________, acting as the Company's agent for the purposes specified therein (the "Depositary Agreement"). (B) All purchases of Notes by Dealer from the Company shall be in accordance with the custom and practice in the commercial paper market and subject to the limitations prescribed herein. In accordance with such custom and practice and subject to such limitations, the purchase of Notes by Dealer shall be negotiated orally between Dealer and authorized representatives of the Company at the time of each proposed sale of Notes. Such negotiation shall determine the face and/or principal amounts, maturities and prices of, and the discount rate and/or interest rate applicable to, the Notes to be sold to Dealer by the Company. (C) While (i) the Company has, and shall have, no obligation to sell Notes and (ii) Dealer has, and shall have, no obligation to purchase Notes, the parties hereto agree that any purchase of Notes by Dealer will be made in reliance on the representations, warranties and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein and in the Depositary Agreement. (D) In connection with each purchase of a Note by Dealer, Dealer will make payment for such Note on the date of issue thereof in immediately available Federal Funds in accordance with the Company's instructions. (E) Unless and until the Company shall instruct Dealer otherwise, Dealer shall give or convey on behalf of the Company any Issuance Instructions, as defined in the Depositary Agreement, specifying issue date, maturity date, maturity amount, face amount and payee of each Note purchased by Dealer and instructions for the delivery of each such Note. Dealer may initiate Issuance Instructions electronically. 2. REPRESENTATIONS AND WARRANTIES ------------------------------ (A) The Company represents and warrants to Dealer as follows: (i) The Company is a corporation duly organized and validly existing under the laws of the State of ________. (ii) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Depositary Agreement and the Notes. (iii) The execution, delivery and performance by the Company of this Agreement, the Depositary Agreement and the Notes have been duly authorized by all necessary corporate and other action on the part of the Company and do not and will not (a) violate any provision of any law, rule or regulation having applicability to the Company, or of any order, writ, judgment, decree, determination or award currently in effect having applicability to the Company or of the charter or by-laws of the Company or (b) result in a breach of or constitute a default under any other indenture or loan or credit agreement, or any other agreement or instrument, to which the Company is a party or by which the Company or its properties may be bound or affected. (iv) This Agreement and the Depositary Agreement each constitute, and each Note, when authenticated and issued pursuant to the Depositary Agreement, will constitute, the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally. (v) The Notes are exempt from registration under the Act. (vi) The information contained in the most recent Form 10-K filed by the Company with the Securities and Exchange Commission, as well as all quarterly reports on Form 10-Q and each report on Form 8-K (if any) so filed subsequent thereto is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (vii) The rating of the Notes are __ by Moody's Investors Service, Inc. and __ by Standard & Poor's Corporation. (B) Dealer represents and warrants to the Company as follows: (i) Dealer is a corporation duly organized and validly existing under the laws of the State of ________. -2- (ii) Dealer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (iii) Assuming that the representations and the warranties of the Company in respect of Notes are true and correct, the purchase of Notes by Dealer on the terms and conditions and in the manner provided herein will not violate any provision of any law, rule or regulation applicable to Dealer, including, but not limited to, Section 20 of the Glass-Steagall Act, 12 U.S.C. Sec. 377. (iv) This Agreement constitutes the legal, valid and binding obligations of Dealer enforceable against Dealer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally. (C) Each purchase by Dealer from the Company of any Notes shall be deemed to be a confirmation to Dealer that all of the representations and warranties of the Company contained in Section 2(A) are true on and as of the date of such purchase. (D) Each purchase by Dealer from the Company of any Notes shall be deemed to be a confirmation to the Company that all of the representations and warranties of Dealer contained in Section 2(B) are true on and as of the date of such purchase. 3. OFFERING CIRCULAR ----------------- (A) Dealer shall prepare, subject to review and approval by the Company, an initial commercial paper offering circular ("Offering Circular") for distribution to purchasers and prospective purchasers of Notes. The Company shall furnish Dealer with such number of copies of the documents incorporated in the Offering Circular by reference as Dealer shall reasonably request. The Company authorizes Dealer to distribute the Offering Circular as Dealer shall see fit. (B) For purposes of this Agreement, the term "Offering Circular" shall mean the initial Offering Circular distributed by Dealer, as the same may be amended from time to time with the prior approval of the Company, together with all documents incorporated therein by reference, which shall include (but shall not necessarily be limited to) the most recent Annual Report of the Company on Form 10-K filed by the Company with the Securities and Exchange Commission, as well as each Quarterly Report of the Company on Form 10-Q and each report on Form 8-K (if any) so filed subsequent thereto. The Company shall, as soon as practicable after the first publication of each document referred to in the immediately preceding sentence deliver to Dealer copies thereof in such numbers as First Chicago may reasonably request. -3- (C) Whenever there shall occur any change in the financial condition of the Company, or any other development or occurrence in relation to the Company, that would be material to potential Note purchasers, the Company will promptly notify First Chicago thereof. 4. INDEMNIFICATION --------------- The Company agrees to indemnify and hold harmless Dealer and its affiliates and each of the officers, directors, employees and agents of First Chicago or its affiliates, and each person who controls Dealer or such affiliate within the meaning of the Act or the Securities Exchange Act of 1934 (the "Exchange Act") against any and all losses, claims, damages, liabilities or expenses, joint or several, to which Dealer or any of them may become subject, under the Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in an Annual Report of the Company on Form 10-K filed by the Company with the Securities and Exchange Commission, any Quarterly Report of the Company on Form 10-Q or any report on Form 8-K (if any) so filed incorporated in an Offering Circular by reference, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or the Company's application of the proceeds of the Notes, or any breach of its agreements contained in this Agreement, and the Company agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability, expense, or action. The indemnity provided in this Section shall survive any termination of this Agreement and the delivery of any payment for the Notes. 5. MISCELLANEOUS ------------- (A) The sale of Notes hereunder shall be subject to the fulfillment prior to the transmission of the Offering Circular to any prospective purchaser of Notes, of the conditions precedent that Dealer shall have received the following documents: (i) A certified copy of a resolution adopted by the board of directors of the Company authorizing the issuance of the Notes and covering such other matters as Dealer may reasonably request in writing; (ii) A certificate of incumbency from the Secretary or an Assistant Secretary of the Company identifying those officers authorized to sign the Notes and containing their true signatures; (iii) An opinion of counsel in form and substance acceptable to Dealer (a) stating that the offer and sale of the Notes are exempt from registration pursuant to Section 3(a)(3) of the Act, and (b) covering such other matters as Dealer may reasonably request in writing; and -4- (iv) Such other documents as Dealer may reasonably request in writing. (B) The arrangements between the Company and Dealer relating to the Notes as contemplated hereby may be terminated by the Company or Dealer at any time upon written notice by either party; provided, however, that if in Dealer's reasonable judgment, there has occurred a material adverse change in he business, financial position, results of operations or prospects of the Company, Dealer may suspend at any time its activities in acting as dealer for the Notes and shall incur no liability to the Company on account of such suspension. (C) The Company agrees to reimburse Dealer for all costs and expenses (including without limitation reasonable attorney's fees) incurred by Dealer in connection with the preparation, execution, delivery, amendment, modification and enforcement of this Agreement. (D) Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made when delivered to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement, addressed to such party at its address set forth opposite its signature below, or at such other address as either party hereto may hereafter notify the other in writing. (E) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that neither the Company nor Dealer may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other. This Agreement may not be amended or changed without the written consent of both parties hereto. No waiver of any provision of this Agreement shall be effective unless signed by the party to be bound. (F) This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of ________. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. Address COMPANY - ------- By /s/ ------------------------------------ Title Treasurer ----------------------------- Telefax: -5- DEALER By /s/ ------------------------------------ Title ----------------------------- -6- Exhibit B-2 FORM OF COMMERCIAL PAPER MASTER NOTE - ------------------------ (Date of Issuance) _________________________________________ (the "Issuer"), a corporation organized and existing under the laws of the State of ____________, for value received, hereby promises to pay to ____________ or registered assigns on the maturity date of each obligation identified on the records of the Issuer (which records are maintained by _______________ [the "Paying Agent"]) the principal amount for each such obligation. Payment shall be made by wire transfer to the registered owner from the Paying Agent without the necessity of presentation and surrender of this Master Note. This Master Note is a valid and binding obligation of the Issuer. __________________________________ __________________________________ (As Guarantor) (As Issuer) By:_______________________________ By:_______________________________ (Authorized Officer's Signature) (Authorized Officer's Signature) __________________________________ __________________________________ (Print Name and Title) (Print Name and Title) -2- At the request of the registered owner, the Issuer shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by the Master Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Note. - -------------------------------------------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto - -------------------------------------------------------------- (Name, Address, and Taxpayer Identification Number of Assignee) the Master Note and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________________________________ Attorney to transfer said Master Note on the books of the Issuer with full power of substitution in the premises. Dated: ---------------------------- Signature Signature(s) Guaranteed: NOTICE: The signature on this assignment must correspond with the name as written upon the face of this Master Note, in every particu- lar, without alteration or enlarge- ment or any change whatsoever. -3- - -------------------------------------------------------------------------------- [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] EX-99.B-3 4 FORM OF STANDARD PURCHASE EXHIBIT B-3 [Form of Underwriting Agreement for Common Stock] __________ Shares AMEREN CORPORATION Common Stock Par Value $.01 Per Share UNDERWRITING AGREEMENT ---------------------- _________, 199__ [Underwriter Representatives] As Representative of the several Underwriters named in Schedule II hereto Dear Sirs: Ameren Corporation , a Missouri corporation (the "Company"), confirms its agreement with you and each of the other underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, with respect to the sale by the Company and the purchase by the Underwriters of ____________ shares of the Company's Common Stock, par value $.01 per share, described in Schedule I hereto (the "Stock"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. 1. Representations and Warranties. The Company represents and warrants ------------------------------ to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof. (a) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (the file number of which is set forth in Schedule I hereto) on such Form, including a Basic Prospectus, for registration under the Act of the offering and sale of up to $______________ offering amount of securities, including the Stock. The Company may have filed one or more amendments thereto, and may have used a Preliminary Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective. The offering of the Stock is a Delayed Offering and, although the Basic Prospectus may not include all the information with respect to the Stock and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectus, the Basic Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Stock and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Stock and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. (b) On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto), including in each case the documents then deemed to be incorporated by reference therein, will comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the respective rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). (c) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean the later of the date that the Registration Statement initially became effective, each date that any post-effective amendment or amendments thereto became or become effective or the date of the filing of the Company's most recent Annual Report on Form 10-K. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Stock and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Stock that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic 2 Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time and, in the event any post effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. "Rule 415," "Rule 424," and "Regulation S-K" refer to such rules or regulation under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. 2. Purchase and Sale. Subject to the terms and conditions and in reliance ----------------- upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of shares of the Stock set forth opposite such Underwriter's name in Schedule II hereto. The Company agrees to pay to the Representatives for the respective accounts of the several Underwriters as compensation for the commitments and services contemplated by this Agreement the underwriting commission set forth in Schedule I hereto. 3. Delivery and Payment. Delivery of and payment for the Stock shall be -------------------- made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Stock being herein called the "Closing Date"). Delivery of the Stock shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price therefor, as shown on Schedule I hereto, to or upon the order of the Company by wire transfer or certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in immediately available funds. Delivery of the Stock shall be made at such location as the Representatives shall reasonably designate at least one business day in advance of the Closing Date and payment for the Stock shall be made at the office specified in Schedule I hereto. Certificates for the Stock shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. 3 The Company agrees to have the Stock available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 4. Covenants of the Company. The Company covenants with each Underwriter ------------------------ that: (a). The Company will use its best efforts to cause any post-effective amendment to the Registration Statement, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Stock, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Basic Prospectus (other than a prospectus supplement relating solely to an offering of the Company's Common Stock other than the Stock) unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when any post-effective amendment to the Registration Statement, if not effective at the Execution Time, shall have become effective; (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b); (iii) when, prior to termination of the offering of the Stock, any amendment to the Registration Statement shall have been filed or become effective; (iv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information; (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Stock is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the 4 Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will cooperate in good faith with the Representatives in qualifying the Stock for offer and sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Stock, and will arrange for the determination of the legality of the Stock for purchase by institutional investors. (f) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any of the Company's Common Stock other than the Stock. 5. Conditions to the Obligations of the Underwriters. The obligations of ------------------------------------------------- the Underwriters to purchase the Stock shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of General Counsel of the Company, dated the Closing Date, to the effect that: (i) the Company is a corporation duly organized and validly existing and in good standing under the laws of Missouri and has due corporate power and authority to own its properties and conduct its business as described in the Final Prospectus and is duly qualified to conduct the businesses in which it is engaged in those States in which it is required to be so qualified; (ii) each significant subsidiary Company within the meaning of Rule 1-02 of Regulation S-X under the Exchange Act (a "Subsidiary") is a corporation duly organized and validly existing and in good standing under its jurisdiction of incorporation and has due corporate power and authority to own its properties and 5 conduct its business as described in the Final Prospectus and is duly qualified to conduct the business in which it is engaged in those states in which it is required to be so qualified; (iii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; (iv) the Stock has been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; and the certific ates for the Stock are in valid and sufficient form; (v) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company or any of its Subsidiaries fairly summarize such matters; (vi) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus, including the documents deemed to be incorporated by reference therein, (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that at the time first filed pursuant to Rule 424(b) and at the Closing Date the Final Prospectus included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 6 (vii) the Company has full power and authority to execute this Agreement and this Agreement has been duly authorized, executed and delivered by the Company ; (viii) the Commission has duly authorized the issue and sale of the Stock under the Public Utility Holding company Act of 1935, as amended (the "1935 Act"); such authorization is sufficient for the issue and sale of the Stock and is in full force and effect; no other approval or consent of or filing with any other governmental body (other than in connection or compliance with the provisions of the securities or "blue sky" laws of any jurisdiction, as to which such counsel expresses no opinion), is legally required in connection with the execution and delivery of this Agreement or the authorization, issuance and sale of the Stock; (ix) the execution and delivery of this Agreement and the issuance and sale of the Stock, and the fulfillment of the terms hereof and thereof by the Company, will not result in a breach of any of the terms or provisions of, or constitute a default under any provision of the articles of incorporation or by-laws of the Company or any of its Subsidiaries or any indenture, mortgage, deed of trust or other agreement or instrument, of which such counsel has knowledge, to which the Company or any of its Subsidiaries is now a party or, to the best of such counsel's knowledge, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective activities or properties; (x) the Stock and the provisions of the Company's articles of incorporation, as amended, conform in all material respects as to legal matters to the statements concerning them contained in the Final Prospectus under ["Description of New Common Stock" and "Description of Offered Securities"]; (xi) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement; no shareholders of the Company are entitled to preemptive or other similar rights to subscribe for the Stock; and no vote or other authorization of any shareholders of the Company is required to permit the issuance and sale of the Stock; and (xii) the franchises, permits and licenses under which the Company and its Subsidiaries operates in the States of Missouri, Illinois and Iowa are adequate to permit the Company and its Subsidiaries to engage in the businesses which they presently conduct in those States and do not contain any unduly burdensome provisions; in those municipalities where the utility Subsidiaries of the Company operate without franchises or where expired franchises have not been renewed, the lack of such franchises does not materially affect such Subsidiaries' operations in such municipalities and no actions or proceedings are pending or, to such counsel's knowledge, threatened by such municipalities which would materially affect such Subsidiaries' operations in such municipalities. 7 Such opinion shall also state that such counsel has no knowledge of any litigation, pending or threatened, which challenges the validity of the Stock or this Agreement, or which seeks to enjoin the performance of the Company's obligations thereunder or which might have a material adverse effect on the business, properties or financial condition of the Company or any of its Subsidiaries except as disclosed in or contemplated by the Final Prospectus. In rendering such opinion, such counsel may rely as to factual matters upon certificates or written statements from others or other appropriate representatives of the Company or upon certificates of public officials. In such opinion, such counsel may state that while such counsel has examined the Registration Statement and the Final Prospectus, such counsel necessarily assumes the correctness and completeness of the statements made and information included therein and takes no responsibility therefor, except insofar as such statements relate to him and as set forth in paragraph (x) above. Such counsel's opinion may further state that it is addressed to the Underwriters and is rendered solely for their benefit and may not be relied upon in any manner by any other person (other than Winthrop, Stimson, Putnam & Roberts to the extent stated in its opinion to the Underwriters as of the Closing Date) without such counsel's prior written consent. (c) The Representatives shall have received from Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Stock, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the respective dates as of which information is given in the Registration Statement, there has not been any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising 8 in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (e) At the Closing Date, Price Waterhouse shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion, the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and principal committees of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the most recent audited financial statements in or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the capital stock or the long-term debt of the Company as compared with the amounts shown in the most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus except in all instances changes which the Registration Statement discloses have occurred or may occur or as may result from the 9 retirement of preferred stock to satisfy a mandatory sinking fund requirement and the issuance of common stock pursuant to the Company's Employee Stock Ownership Plan, or for the twelve-month period ended not more than five days prior to the date hereof there were any decreases in excess of 3%, as compared with the comparable information for the twelve months ended as of the date of the most recent financial statements referred to above, in consolidated operating revenues, operating income, net income, earnings on common stock or earnings per share of common stock, except in all instances for decreases which the Registration Statement discloses have occurred or may occur, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the amounts included in any unaudited "capsule" information included or incorporated in the Registration Statement and the Final Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Final Prospectus, including the information included or incorporated in the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. In addition, at the Execution Time, Price Waterhouse shall have furnished to the Representatives a letter or letters, dated as of the Execution Time, in form and substance satisfactory to the Representatives, to the effect set forth above. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 5 which is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Stock as contemplated by the 10 Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's securities by any "nationally recognized statistical rating organization" (as defined for purpose of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (h) The issuance and sale of the Stock as contemplated in this Agreement and in the Final Prospectus shall have been duly authorized and approved by order of the Commission under the 1935 Act, and such order shall be in full force and effect at the Closing Date, and no authorization or approval of any other governmental regulatory authority shall be required in connection with the authorization, issuance and sale of the Stock by the Company. (i) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. 6. Reimbursement of Underwriters' Expenses. If the sale of the Stock ---------------------------------------- provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Stock. 7. Indemnification and Contribution. -------------------------------- (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be 11 stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. 12 (d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in subsections (a) or (b) of this Section 7 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and one or more of the Underwriters in such proportions as will reflect the relative benefits from the offering of the Stock received by the Company on the one hand and by the Underwriters on the other hand, provided that if the Stock is offered by Underwriters at an initial public offering price set forth in a Prospectus Supplement, the relative benefits shall be deemed to be such that the Underwriters shall be responsible for that portion of the aggregate losses, liabilities, claims, damages and expenses represented by the percentage that the underwriting discount appearing in such Prospectus Supplement bears to the initial public offering price appearing therein and the Company shall be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 the Act shall have the same rights to contribution as the Company. 8. Default by an Underwriter. If any one or more Underwriters shall fail ------------------------- to purchase and pay for any of the shares of the Stock agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of shares of the Stock set forth opposite their names in Schedule II hereto bears to the aggregate number of shares of the Stock set forth opposite the names of all the remaining Underwriters) the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event ----------------- that the aggregate number of shares of the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of shares of the Stock set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Stock, and if such nondefaulting Underwriters do not purchase all of the Stock, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 9. Termination. The Representatives may terminate this Agreement ----------- immediately upon notice to the Company, at any time at or prior to the Closing Date (i) if there has been, since the Execution Time or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, of 13 the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable to market the Stock or to enforce contracts for the sale of the Stock, or (iii) if trading in the Common Stock of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, Missouri or New York authorities. 10. Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and shall survive delivery of and payment for the Stock. The covenants set forth in Section 4(c) and the provisions of Sections 6, 7 and 13 hereof and the provisions of this Section 10 shall survive the termination or cancellation of this Agreement. 11. Notices. All communications hereunder shall be in writing and ------- effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed, to [Underwriter Representative Address] -------------------------------------- , Attention: [Name & Title]; or, if sent to the Company, shall be mailed, ---------------- delivered or telegraphed and confirmed to it at 1901 Chouteau Avenue, Post Office Box 149, St. Louis, Missouri 63166, Attention: General Counsel. 12. Successors. This Agreement shall inure to the benefit of and be ---------- binding upon the parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and the directors and officers referred to in Section 7, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, directors and officers and for the benefit of no other person, firm or corporation. No purchaser of any Stock from any Underwriter shall be deemed to be a successor by reason merely of such purchase. 13. Applicable Law. This Agreement shall be governed by and construed in -------------- accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 14 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, AMEREN CORPORATION By:_______________ Title: CONFIRMED AND ACCEPTED as of the date first above written. [Underwriter Representatives] By: [Underwriter Representative] _______________________________________ By: Title: For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. 15 SCHEDULE I Underwriting Agreement dated ___________, 199__ Registration Statement No. _________________ Representatives: [Underwriter Representatives] Title: Common Stock, Par Value $.01 Per Share Number of Shares: _____________ Purchase Price to the Company: $_______ per share Underwriting commission: $_______ per share Closing Date, Time and Location: 10:00 A.M., New York City time, on ____________, 199__, at the offices of ______________________________________ New York, New York, 10004 Date referred to in Section 4(f) after which the Company may offer or sell by public offering its Common Stock other than the Stock without the consent of the Representatives: _____________, 199__ SCHEDULE II Number Underwriters of Shares - ------------ to be Purchased --------------- Total EX-99.F-1.1 5 PRELIMINARY OPINION OF COUNSEL EXHIBIT F-1.1 AMEREN CORPORATION 1901 Chouteau Avenue St. Louis, Missouri 63166 314-621-3222 November 25, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Ameren Corporation Form U-1 Application-Declaration (File No. 70-9133) Ladies and Gentlemen: I refer to the Form U-1 Application, as amended (the "Application"), under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed with the Securities and Exchange Commission (the "Commission") by Ameren Corporation ("Ameren"), a Missouri corporation, Ameren Services Company ("Ameren Services"), a Missouri corporation and the companies to be Ameren's operating subsidiaries Union Electric Company ("UE"), a Missouri corporation, Central Illinois Public Service Company ("CIPS"), an Illinois corporation and Electric Energy, Inc. ("EEI"), an Illinois corporation, Union Electric Development Company ("UEDC"), a Missouri corporation and CIPSCO Investment Company ("CIPSCO Investment"), an Illinois corporation, with respect to the proposed transactions described therein ("Proposed Transactions"). Capitalized terms used in this letter without definition have the meanings ascribed to such terms in the Application. The authorization requested in the Application relates to (i) external issues of common stock, debt, including credit lines, and other securities by and for Ameren; (ii) external issues of capital stock and debt securities not subject to the Rule 52 exemption, including short term debt, interest rate swaps and credit lines, by and for the Utility Subsidiaries; (iii) external issuances of capital stock, debt securities and credit lines not subject to the Rule 52 exemption by and for Non-Utility Subsidiaries; (iv) intra-system financing among Ameren and its Non-Utility Subsidiaries not subject to the Rule 52 exemption, including the ability to issue intra-system guarantees; (v) the ability of the Subsidiaries to alter their capital stock in order to engage in financing with their parent company; and (vi) the continuance and retention of existing financings. I have acted as counsel for Ameren in connection with the Application and, as such counsel, I am familiar with the corporate proceedings taken by Ameren, the Utility Subsidiaries and the Non-Utility Subsidiaries in connection with the Proposed Transactions as described in the Application. I have examined originals, or copies certified to my satisfaction, of such corporate records of Ameren, the Utility Subsidiaries and the Non-Utility Subsidiaries, certificates of public officials, certificates of officers and representatives of such companies, and other documents as I have deemed it necessary to examine as a basis for the opinions hereinafter expressed. In such examination I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. As to various questions of fact material to such opinions I have, when relevant facts were not independently established, relied upon certificates of officers of Ameren, the Utility Subsidiaries and the Non-Utility Subsidiaries and other appropriate persons and statements contained in the Application and the exhibits thereto. The opinions expressed below are subject to the following further assumptions and conditions: a. The transactions contemplated by the Application-Declaration on Form U-1, as amended (the "Merger U-1"), filed with the Commission by Ameren (File No. 70-8945) shall have been authorized by the Commission and shall have been consummated as described therein. b. The Proposed Transactions shall have been duly authorized and approved to the extent required by the governing documents and applicable law state laws, by the Board of Directors of Ameren or the appropriate Subsidiary and such authorization or approval shall remain in full force and effect. c. The Commission shall have duly entered an appropriate order or orders with respect to the Proposed Transactions as described in the Application granting and permitting the Application to become effective under the Act and the rules and regulations thereunder and the Proposed Transactions are consummated in accordance with the Application. d. Registration statements with respect to the shares of Ameren common stock to be issued in connection with the Proposed Transactions shall have become effective pursuant to the Securities Act of 1933, as amended; no stop order shall have been entered with respect thereto; and the issuance of securities in connection with the Proposed Transactions shall have been consummated in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. e. With respect to those Proposed Transactions occurring after Ameren shall have become subject to registration pursuant to Section 5 of the Act and the rules of the Commission thereunder, Ameren shall have duly registered with the Commission 2 as a holding company pursuant to Section 5 of the Act and the rules of the Commission thereunder. f. The parties shall have obtained all consents, waivers and releases, if any, required for the Proposed Transactions under all applicable governing corporate documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits. g. No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed herein. h. The Proposed Transactions shall have been consummated as described in the Application and under the supervision of the General Counsel of Ameren Services Company acting for Ameren and Jones, Day, Reavis & Pogue and all legal matters incident thereto shall be satisfactory to each of us. i. For purposes of this opinion, with respect to all matters governed by the laws of Illinois, I have relied upon the opinion of even date of Jones, Day, Reavis & Pogue, Chicago, Illinois, filed as an Exhibit to the Application; provided that I have not so relied on Jones, Day, Reavis & Pogue with respect to the due incorporation and valid existence of EEI as set forth in paragraph 2 below. Based upon the foregoing, and subject to the assumptions and conditions set forth herein, and having regard to legal considerations which I deem relevant, I am of the opinion that, in the event that the Proposed Transactions are consummated in accordance with the Application: 1. All laws of the State of Missouri applicable to the Proposed Transactions will have been complied with. 2. Each of Ameren, Ameren Services is validly organized and duly existing under the laws of the State of Missouri. EEI is validly organized and duly existing under the laws of the State of Illinois. 3. The shares of Ameren Common Stock to be issued in connection with the Proposed Transactions will be validly issued, fully paid and nonassessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the Restated Articles of Incorporation of Ameren. 4. The various debt instruments and guarantees to be issued by Ameren and certain of the Subsidiaries as part of the Proposed Transactions indicated above will be valid and binding obligations of Ameren and such Subsidiaries in accordance with the terms of such instruments and guarantees; and 3 5. The consummation of the Proposed Transaction will not violate the legal rights of the holders of any securities issued by Ameren, and Subsidiary or any associate company of Ameren. I hereby consent to the use of this opinion as an exhibit to the Application. Very truly yours, William E. Jaudes 4 EX-99.F-2.1 6 PRELIMINARY OPINION OF COUNSEL (JONES, DAY) EXHIBIT F-2.1 JONES, DAY, REAVIS & POGUE 77 West Wacker Drive Suite 3500 Chicago, Illinois 60601-1692 312-782-3939 November 25, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Ameren Corporation Form U-1 Application-Declaration (File No. 70-9133) Ladies and Gentlemen: We refer to the Form U-1 Application, as amended (the "Application"), under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed with the Securities and Exchange Commission (the "Commission") by Ameren Corporation ("Ameren"), a Missouri corporation, Ameren Services Company ("Ameren Services"), a Missouri corporation and the companies to be Ameren's operating subsidiaries Union Electric Company ("UE"), a Missouri corporation, Central Illinois Public Service Company ("CIPS"), an Illinois corporation and Electric Energy, Inc. ("EEI"), an Illinois corporation, Union Electric Development Company ("UEDC"), a Missouri corporation and CIPSCO Investment Company ("CIPSCO Investment"), an Illinois corporation, with respect to the proposed transactions described therein ("Proposed Transactions"). Capitalized terms used in this letter without definition have the meanings ascribed to such terms in the Application. The authorization requested in the Application relates to (i) external issues of common stock, debt, including credit lines, and other securities by and for Ameren; (ii) external issues of capital stock and debt securities not subject to the Rule 52 exemption, including short term debt, interest rate swaps and credit lines, by and for the Utility Subsidiaries; (iii) external issuances of capital stock, debt securities and credit lines not subject to the Rule 52 exemption by and for Non-Utility Subsidiaries; (iv) intra-system financing among Ameren and its Non-Utility Subsidiaries not subject to the Rule 52 exemption, including the ability to issue intra-system guarantees; (v) the ability of the Subsidiaries to alter their capital stock in order to engage in financing with their parent company; and (vi) the continuance and retention of existing financings. We have acted as counsel for CIPS and CIPSCO Investment in connection with the Application and, as such counsel, we are familiar with the corporate proceedings taken by CIPS and CIPSCO Investment in connection with the Proposed Transactions as described in the Application. We have examined originals, or copies certified to our satisfaction, of such corporate records of CIPS and CIPSCO Investment, certificates of public officials, certificates of officers and representatives of CIPS and CIPSCO Investment, and other documents as we have deemed necessary to examine as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certificates of officers of CIPS and CIPSCO Investment and other appropriate persons and statements contained in the Application and the exhibits thereto. The opinions expressed below are subject to the following further assumptions and conditions: a. The transactions contemplated by the Application-Declaration on Form U-1, as amended (the "Merger U-1"), filed with the Commission by Ameren (File No. 70-8945) shall have been authorized by the Commission and shall have been consummated as described therein. b. The Proposed Transactions shall have been duly authorized and approved to the extent required by the governing documents and applicable state laws, by the Board of Directors of Ameren or the appropriate Subsidiary and such authorization or approval shall remain in full force and effect. c. The Commission shall have duly entered an appropriate order or orders with respect to the Proposed Transactions as described in the Application granting and permitting the Application to become effective under the Act and the rules and regulations thereunder and the Proposed Transactions are consummated in accordance with the Application. d. The Proposed Transactions shall have been consummated in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. e. With respect to those Proposed Transactions occurring after Ameren shall have become subject to registration pursuant to Section 5 of the Act and the rules of the Commission thereunder, Ameren shall have duly registered with the Commission as a holding company pursuant to Section 5 of the Act and the rules of the Commission thereunder. f. The parties shall have obtained all consents, waivers and releases, if any, required for the Proposed Transactions under all applicable governing corporate 2 documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits. g. No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed herein. h. The Proposed Transactions shall be consummated as described in the Application and under the supervision of Jones, Day, Reavis & Pogue and/or the General Counsel of Ameren and all legal matters incident thereto shall be satisfactory to such counsel. Based upon the foregoing, but subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that, in the event that the Proposed Transactions are consummated in accordance with the Application: 1. All laws of the State of Illinois applicable to the Proposed Transactions will have been complied with. 2. Each of CIPS and CIPSCO Investment is validly organized and duly existing under the laws of the State of Illinois. 3. The various debt instruments and guarantees to be issued by CIPS or CIPSCO Investment, respectively as part of the Proposed Transactions indicated above will be valid and binding obligations of such corporation in accordance with the terms of such instruments and guarantees; and 4. The consummation of the Proposed Transaction will not violate the legal rights of the holders of any securities issued by CIPS or CIPSCO Investment, respectively. We hereby consent to the use of this opinion as an exhibit to the Application. Respectfully yours, Jones, Day, Reavis & Pogue 3 EX-99.G-1 7 FINANCIAL DATA SCHEDULE EXHIBIT G-1 AMEREN CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL DATA SCHEDULE UT (Thousands of Dollars Except Per Share Amounts) Nine Months Ended September 30, 1997
Pro Forma Pro Forma Caption Heading UE CIPSCO Adjustments Combined --------------- -- ------ ----------- --------- 1 Total net utility plant 5,395,977 1,480,197 99,686 6,975,860 2 Other property and investments 119,333 116,008 0 235,341 3 Total current assets 532,002 188,443 61,337 781,782 4 Total deferred charges 37,003 28,295 (3,991) 61,307 5 Balancing amount for total assets 824,144 167,408 0 991,552 6 Total assets 6,908,459 1,980,351 157,032 9,045,842 7 Common stock 510,619 356,812 (866,059) 1,372 8 Capital surplus, paid in 716,879 0 866,059 1,582,938 9 Retained earnings 1,210,404 313,025 0 1,523,429 10 Total common stockholders equity 2,437,902 669,837 0 3,107,739 11 Preferred stock subject to mandatory redemption 0 0 0 0 12 Preferred stock not subject to mandatory redemption 155,197 80,000 0 235,197 13 Long term debt, net 1,721,951 570,433 115,556 2,407,940 14 Short term notes 7,000 0 0 7,000 15 Notes payable 0 0 0 0 16 Commercial paper 0 36,358 0 36,358 17 Long term debt-current portion 0 0 14,444 14,444 18 Preferred stock-current portion 0 0 0 0 19 Obligations under capital leases 84,801 0 0 84,801 20 Obligations under capital leases-current portion 28,749 0 0 28,749 21 Balancing amount for capitalization and liabilities 2,472,859 623,723 27,032 3,123,614 22 Total capitalization and liabilities 6,908,459 1,980,351 157,032 9,045,842 23 Gross operating revenue 1,811,566 649,435 138,361 2,599,362 24 Federal and state income taxes expense 187,023 34,898 5,814 227,735 25 Other operating expenses 1,236,226 522,023 116,332 1,874,581 26 Total operating expenses 1,423,249 556,921 122,146 2,102,316 27 Operating income (loss) 388,317 92,514 16,215 497,046 28 Other income (loss), net (2,936) (107) (8,703) (11,746) 29 Income before interest charges 385,381 92,407 7,512 485,300 30 Total interest charges 100,330 27,977 7,512 135,819 31 Net income 278,438 61,648 0 340,086 32 Preferred stock dividends 6,613 2,782 0 9,395 33 Earnings available for common stock 278,438 61,648 0 340,086 34 Common stock dividends 194,546 53,830 13,019 261,395 35 Total annual interest charges on all bonds* 0 0 0 0 36 Cash flow from operations 531,763 64,662 29,748 626,173 37 Earnings per share-primary $2.73 $1.81 0 $2.48 38 Earnings per share-fully diluted $2.73 $1.81 0 $2.48
*Required on fiscal year-end only -----END PRIVACY-ENHANCED MESSAGE-----