-----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, CHIsAmiDMHX2R1kF+J8yZjDH6d7By34Z+y7TPw/x2ReBmhZiVekhIegHKSYmay6+ TA6OIRxgLpIl3ICaFxiU+A== 0000950131-98-000147.txt : 19980113 0000950131-98-000147.hdr.sgml : 19980113 ACCESSION NUMBER: 0000950131-98-000147 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980112 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: 35-CERT SEC ACT: SEC FILE NUMBER: 070-08945 FILM NUMBER: 98504986 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 35-CERT 1 CERTIFICATE OF NOTIFICATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 In the Matter of ) Ameren Corporation ) ) File No. 70-8945 (Public Utility Holding ) Company Act of 1935) ) CERTIFICATE OF NOTIFICATION --------------------------- This Certificate of Notification is filed by Ameren Corporation ("Ameren"), a Missouri Corporation, in connection with the following transactions proposed in Ameren's Form U-1, as amended (the "Application-Declaration"), and authorized by Order of the Securities and Exchange Commission (the "Commission") dated December 31, 1997 (the "Order"), in this file (Release No. 35-26809). Capitalized terms used herein without definition have the meaning ascribed to them in the Application-Declaration or the Merger Agreement. Ameren Corporation hereby certifies pursuant to Rule 24: i. That Ameren has acquired by means of merger all issued and outstanding common stock of Union Electric Company ("UE") and Central Illinois Public Service Company ("CIPS") and has indirectly acquired 60% of the outstanding common stock of Electric Energy Inc. ("EEI"). ii. That Ameren has issued common stock pursuant to the Merger Transactions as described in the Application-Declaration. iii. That Ameren has acquired all outstanding voting securities of CIPSCO Investment Company ("CIC") and Ameren Services Company ("Ameren Services"). OPINION OF COUNSEL ------------------ Filed herewith are copies of the final opinions of counsel indexed as Exhibits F-1.2 and F-2.2 to the Application Declaration. TRANSACTIONS ------------ The Transactions were consummated pursuant to the following steps: 1. On December 31, 1997, the articles of merger were duly and validly filed with the Secretaries of State of Missouri and Illinois and certificates of merger were issued thereby completing the mergers described above and in the Application-Declaration. 2. The shares of Ameren Common Stock issued in connection with the Transactions are validly issued, fully paid and nonassessable, with the holders thereof entitled to the rights and privileges appertaining thereto as described in the Restated Articles of Incorporation of Ameren. Each share of common stock of UE outstanding prior to the mergers has been converted into one share of Ameren Common Stock in connection with the Transaction and each share of common stock of CIPSCO outstanding prior to the mergers has been converted into 1.03 shares of Ameren common stock. 3. Ameren has legally acquired (a) the shares of common stock of UE in connection with the merger of Arch Merger with and into UE, (b) the shares of common stock of CIPS as a result of the merger of CIPSCO with and into Ameren, (c) the shares of CIC in connection with the merger of CIPSCO into Ameren and (d) the shares of Ameren Services. 4. Ameren Services has entered into individual service agreements (in the form appended to the Application-Declaration, as amended) with Ameren and various of its direct and indirect subsidiaries. 5. The transactions described in paragraphs 1 through 4 above have carried out in accordance with the terms and conditions of, and for the purposes requested in, the Application-Declaration, and in accordance with the terms and conditions of the Order. 6. The Transactions relating to the dividend reinvestment and certain employee plans will occur over five years as contemplated by the Application- Declaration and the Order. SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Ameren Corporation By:______________________________________ William E. Jaudes Vice President and General Counsel Dated: January 9, 1998 3 EXHIBIT INDEX ------------- Exhibit Transmission Number Exhibit Method 1 Past Tense Opinion of William E. Electronic Jaudes (Exhibit F-1.2 to the Application-Declaration). 2 Past Tense Opinion of Jones, Day Electronic (Exhibit F-2.2 to the Application- Declaration). EX-1 2 PAST TENSE OPINION OF WILLIAM E. JAUDES EXHIBIT F-1.2 AMEREN CORPORATION 1901 Chouteau Avenue St. Louis, Missouri 63166 314-621-3222 January 9, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Ameren Corporation Form U-1 Application-Declaration (File No. 70-8945) Dear Sirs: I refer to the Form U-1 Application/Declaration, 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. Capitalized terms used in this letter without definition have the meanings ascribed to such terms in the Application. The Application seeks approvals relating to the business combination transaction among Ameren, Union Electric Company ("UE") and CIPSCO Incorporated ("CIPSCO"), by which UE and Central Illinois Public Service Company ("CIPS") became wholly owned subsidiaries of Ameren and Ameren acquired all of the issued and outstanding common stock of UE and CIPS and acquired indirectly 60% of the outstanding common stock of Electric Energy, Inc. ("EEI") (the "Merger Transaction"). In the Application, Ameren also requested that the Commission approve the following actions or transactions (which, together with the Merger Transaction, are referred to as the "Transactions"): (i) the establishment of Ameren Services Corp. ("Ameren Services") in accordance with Rule 88 under the Act and the acquisition by Ameren of all of the outstanding voting securities of Ameren Services; (ii) the execution of the General Services Agreement; (iii) the issuance of Ameren Common Stock in connection with the Transaction; (iv) the issuance by Ameren (and/or the acquisition by or on behalf of Ameren in open market transactions) of up to 15 million shares of Ameren Common Stock, over the period ending five years after the date of the Commission's approving order in this docket, for purposes of certain employee benefit and dividend reinvestment plans; (v) the acquisition by Ameren of all of the outstanding voting securities of CIPSCO Investment Company ("CIPSCO Investment"), which serves as a holding company for certain nonutility investments; (vi) the retention by Ameren of the gas properties of UE and CIPS and the continued operation of UE and CIPS as combination utilities; (vii) the retention by Ameren of the nonutility activities, businesses and investments of UE and CIPSCO Investment; and (viii) the continuation of all outstanding intrasystem debt, guaranties and support agreements. 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, UE and CIPSCO in connection with the Transactions as described in the Application. I have examined originals, or copies certified to my satisfaction, of such corporate records of Ameren, UE, CIPSCO, CIPS and CIPSCO Investment, certificates of public officials, certificates of officers and representatives of Ameren, UE, CIPSCO, CIPS and CIPSCO Investment, 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, UE, CIPSCO, 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 assumption that, with respect to those 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 and with respect to the Transactions described in clause (iv) above, such transactions will be carried out as described in the Application and the Commission's order permitting the Application to become effective (Release No. 35-26809), and in compliance with the Restated Articles of Incorporation of Ameren, the authorizations of the Board of Directors of Ameren and applicable law. 2. 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. 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 and UE is validly organized and duly existing under the laws of the State of Missouri. 3. The shares of Ameren Common Stock issued in connection with the proposed Transactions are 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. The shares of common stock of UE which were acquired by Ameren in connection with the Transactions are validly issued, fully paid and nonassessable, and Ameren, as the holder thereof, will be entitled to the rights and privileges appertaining thereto set forth in the Restated Articles of Incorporation of UE. 4. Ameren has legally acquired (a) all the outstanding shares of common stock of UE in connection with the merger of Arch Merger with and into UE, (b) all the outstanding shares of common stock of CIPS as a result of the merger of CIPSCO with and into Ameren, and (c) all the shares of CIPSCO Investment as a result of the merger of CIPSCO with and into Ameren. 5. The consummation of the proposed Transaction will not violate the legal rights of the holders of any securities issued by Ameren or any associate company of Ameren. 6. The Transactions have been carried out in accordance with the Application. I hereby consent to the use of this opinion as an exhibit to the Application. Very truly yours, William E. Jaudes 3. EX-2 3 PAST TENSE OPINION OF JONES, DAY EXHIBIT F-2.2 JONES, DAY, REAVIS & POGUE 77 West Wacker Drive Suite 3500 Chicago, Illinois 60601-1692 312-782-3939 January 9, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Ameren Corporation Form U-1 Application-Declaration (File No. 70-8945) Ladies and Gentlemen: We refer to the Form U-1 Application/Declaration, 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. Capitalized terms used in this letter without definition have the meanings ascribed to such terms in the Application. The Application seeks approvals relating to the business combination transaction among Ameren, Union Electric Company ("UE") and CIPSCO Incorporated ("CIPSCO"), by which UE and Central Illinois Public Service Company ("CIPS") became wholly owned subsidiaries of Ameren and Ameren acquired all of the issued and outstanding common stock of UE and CIPS and acquired indirectly 60% of the outstanding common stock of Electric Energy, Inc. ("EEI") (the "Merger Transaction"). The Merger Transaction was consummated December 31, 1997 in accordance with the Agreement and Plan of Merger dated August 11, 1995 (the "Merger Agreement"). In the Application, Ameren also requested that the Commission approve the following actions or transactions (which, together with the Merger Transaction, are referred to as the "Transactions"): (i) the establishment of Ameren Services Corp. ("Ameren Services") in accordance with Rule 88 under the Act and the acquisition by Ameren of all of the outstanding voting securities of Ameren Services; (ii) the execution of the General Services Agreement; (iii) the issuance of Ameren Common Stock in connection with the Transaction; (iv) the issuance by Ameren (and/or the acquisition by or on behalf of Ameren in open market transactions) of up to 15 million shares of Ameren Common Stock, over the period ending five years after the date of the Commission's approving order in this docket, for purposes of certain employee benefit and dividend reinvestment plans; (v) the acquisition by Ameren of all of the outstanding voting securities of CIPSCO Investment Company ("CIPSCO Investment"), which serves as a holding company for certain nonutility investments; (vi) the retention by Ameren of the gas properties of UE and CIPS and the continued operation of UE and CIPS as combination utilities; (vii) the retention by Ameren of the nonutility activities, businesses and investments of UE and CIPSCO Investment; and (viii) the continuation of all outstanding intrasystem debt, guaranties and support agreements. We have acted as counsel for CIPSCO in connection with the Application and, as such counsel, we are familiar with the corporate proceedings taken by Ameren, UE and CIPSCO in connection with the Transactions as described in the Application. We have examined originals, or copies certified to our satisfaction, of such corporate records of Ameren, UE, CIPSCO, CIPS and CIPSCO Investment, certificates of public officials, certificates of officers and representatives of Ameren, UE, CIPSCO, 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 Ameren, UE, CIPSCO, 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 assumption that, with respect to those 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 and with respect to the Transactions described in clause (iv) above, such transactions will be carried out as described in the Application and the Commission's order permitting the Application to become effective (Release No. 35-26809), and 2. in compliance with the Restated Articles of Incorporation of Ameren, the authorizations of the Board of Directors of Ameren and applicable law. Based upon the foregoing, but subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that: 1. All laws of the State of Illinois applicable to the Transactions have been complied with. 2. CIPS is validly organized and duly existing under the laws of the State of Illinois. The corporate existence of CIPSCO ceased as of the Effective Time (as defined in the Merger Agreement). 3. The shares of common stock of CIPSCO converted into shares of Ameren Common Stock in connection with the Merger Transaction were, immediately prior to the Effective Time, validly issued, fully paid and nonassessable. The shares of common stock of CIPS acquired by Ameren as a result of the merger of CIPSCO into Ameren are validly issued, fully paid and nonassessable, and Ameren, as the holder thereof, is entitled to the rights and privileges appertaining thereto set forth in the Restated Articles of Incorporation of CIPS. 4. The Transactions have been carried out in accordance with the Application. We hereby consent to the use of this opinion as an exhibit to the Application. Respectfully yours, Jones, Day, Reavis & Pogue 3. -----END PRIVACY-ENHANCED MESSAGE-----