-----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, L+ODHEM4jEzRfaGFyEapSJWdOrQMPUp/nh6DEEH4FLlGn0wxSA2VOzLx2k08wXN0 FjPlfvf+Jwn0khq+STqFcw== 0000950120-03-000091.txt : 20030224 0000950120-03-000091.hdr.sgml : 20030224 20030224153815 ACCESSION NUMBER: 0000950120-03-000091 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030224 EFFECTIVENESS DATE: 20030224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CAPITAL TRUST I CENTRAL INDEX KEY: 0001180245 IRS NUMBER: 466531221 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-89970-02 FILM NUMBER: 03577585 BUSINESS ADDRESS: STREET 1: C/O AMEREN CORP STREET 2: 4901 CHOUTEAU AVE CITY: ST LOUIS STATE: MO ZIP: 64103 BUSINESS PHONE: 3146213222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-89970 FILM NUMBER: 03577583 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166-6149 BUSINESS PHONE: 431723446 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CAPITAL TRUST II CENTRAL INDEX KEY: 0001180233 IRS NUMBER: 466531223 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-89970-01 FILM NUMBER: 03577584 BUSINESS ADDRESS: STREET 1: C/O AMEREN CORP STREET 2: 4901 CHOUTEAU AVE CITY: ST LOUIS STATE: MO ZIP: 64103 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: C/O AMEREN CORP STREET 2: 4901 CHOUTEAU AVE CITY: ST LOUIS STATE: MO ZIP: 63103 POS EX 1 d513569.txt POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 2003. REGISTRATION NOS. 333-89970, 333-89970-01, 333-89970-02 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________
AMEREN CORPORATION MISSOURI 43-1723446 AMEREN CAPITAL TRUST I DELAWARE 16-6531221 AMEREN CAPITAL TRUST II DELAWARE 16-6531223 (Exact name of registrant as (State or other jurisdiction of (I.R.S. Employer specified in its charter) incorporation or organization) Identification No.)
1901 CHOUTEAU AVENUE, ST. LOUIS, MISSOURI 63103 (314) 621-3222 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) WARNER L. BAXTER SENIOR VICE PRESIDENT, FINANCE STEVEN R. SULLIVAN VICE PRESIDENT REGULATORY POLICY, GENERAL COUNSEL AND SECRETARY 1901 CHOUTEAU AVENUE ST. LOUIS, MISSOURI 63103 (314) 621-3222 (Name, address, including zip code, and telephone number, including area code, of agents for service) ================================================================================ PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 16. Exhibits EXHIBIT NO. DESCRIPTION - -------- -------------------------------------------------------------------- **1.1 Form of Underwriting Agreement relating to the debt securities (File No. 333-81774, Exhibit 1.1). +1.2 Form of Underwriting Agreement relating to the trust preferred securities. **1.3 Form of Underwriting Agreement relating to the common stock (File No. 333-81774, Exhibit 1.3). +1.4 Form of Underwriting Agreement relating to the stock purchase units. **4.1 Restated Articles of Incorporation of the Company (File No. 33-64165, Annex F). **4.2 Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit 3(i)). **4.3 By-laws of the Company as amended to December 31, 1997 (1997 Form 10-K, Exhibit 3(ii)). **4.4 Agreement, dated as of October 9, 1998, between the Company and EquiServe Trust Company, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent, which includes the form of Certificate of Designation of the Preferred Shares as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (October 14, 1998 Form 8-K, Exhibit 4). **4.5 Indenture of the Company with The Bank of New York, as trustee, relating to the senior debt securities dated as of December 1, 2001 (File No. 333-81774, Exhibit 4.5). +4.6 Form of supplemental indenture or other instrument establishing the issuance of one or more series of senior debt securities (including the form of senior debt security). **4.7 Form of Indenture of the Company relating to subordinated debt securities (File No. 333-81774, Exhibit 4.9). +4.8 Form of supplemental indenture or other instrument establishing the issuance of one or more series of subordinated debt securities (including the form of subordinated debt security). **4.9 Form of Guarantee Agreement of the Company (File No. 333-81774, Exhibit 4.11). **4.10 Certificate of Trust of Ameren Capital Trust I. **4.11 Trust Agreement of Ameren Capital Trust I. **4.12 Certificate of Trust of Ameren Capital Trust II. **4.13 Trust Agreement of Ameren Capital Trust II. ***4.14 Form of Amended and Restated Trust Agreement (including the form of trust preferred security as an exhibit) (File No. 333-81774, Exhibit 4.14). +4.15 Form of Purchase Contract Agreement. II-1 EXHIBIT NO. DESCRIPTION - -------- -------------------------------------------------------------------- +4.16 Form of Pledge Agreement. +4.17 Form of Warrant Agreement (including form of warrant). *5.1 Opinion of Steven R. Sullivan, Esq., Vice President Regulatory Policy, General Counsel and Secretary of the Company, regarding the legality of the securities. ***5.2 Opinion of Pillsbury Winthrop LLP regarding the legality of the securities. ***5.3 Opinion of Richards, Layton & Finger, P.A. regarding the validity of the trust preferred securities of Ameren Capital Trust I. ***5.4 Opinion of Richards, Layton & Finger, P.A. regarding the validity of the trust preferred securities of Ameren Capital Trust II. ***12 Statement re computation of ratios of earnings to fixed charges. *23.1 Consent of Steven R. Sullivan, Esq., Vice President Regulatory Policy, General Counsel and Secretary of the Company (included in Exhibit 5.1). ***23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.2). ***23.3 Consent of Richards, Layton & Finger, P.A. with respect to Ameren Capital Trust I (included in Exhibit 5.3). ***23.4 Consent of Richards, Layton & Finger, P.A. with respect to Ameren Capital Trust II (included in Exhibit 5.4). ***23.5 Consent of independent accountants. ***24.1 Powers of attorney. ***24.2 Power of attorney with respect to the depositor and trustee of Ameren Capital Trust I (included in Exhibit 4.11). ***24.3 Power of attorney with respect to the depositor and trustee of Ameren Capital Trust II (included in Exhibit 4.13). ***25.1 Form T-1 statement of eligibility of the trustee for the senior debt securities. ++25.2 Form T-1 statement of eligibility of the trustee for the subordinated debt securities. ++25.3 Form T-1 statement of eligibility of the trustee for the guarantees for the benefit of the holders of the trust preferred securities. ++25.4 Form T-1 statement of eligibility of the trustee for the trust preferred securities. ++25.5 Form T-1 statement of eligibility of the purchase contract agent for the stock purchase contracts. **99.1 Stock Purchase Agreement, dated April 28, 2002, between the Company and The AES Corporation related to the Company's acquisition of CILCORP Inc. (Form 10-Q for the quarter ended March 31, 2002, Exhibit 2.1). II-2 EXHIBIT NO. DESCRIPTION - -------- -------------------------------------------------------------------- **99.2 Membership Interest Purchase Agreement, dated as of April 28, 2002, between the Company and The AES Corporation related to the Company's acquisition of AES Medina Valley (No. 4), L.L.C. (Form 10-Q for the quarter ended March 31, 2002, Exhibit 2.2). **99.3 Stipulation and Agreement dated July 15, 2002 (Registration Statement of Form S-3 for Union Electric Company and Union Electric Capital Trust I, Registration Nos. 333-87506 and 333-87506-01, Exhibit 99.1). NOTE: REPORTS OF THE COMPANY ON FORMS 8-K, 10-Q AND 10-K ARE ON FILE WITH THE SEC UNDER FILE NUMBER 1-14756. - ---------- * Filed herewith. ** Incorporated by reference herein as indicated. *** Previously Filed. + To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ++ To be filed by amendment or pursuant to Trust Indenture Act Section 305(b)(2) if applicable. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and State of Missouri, on the 24th day of February, 2003. AMEREN CORPORATION (Registrant) By: /s/ Charles W. Mueller ------------------------------------ Charles W. Mueller Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date ---- ----- ---- /s/ Charles W. Mueller Chairman and February 24, 2003 - --------------------------- Chief Executive Officer Charles W. Mueller (Principal Executive Officer) /s/ Gary L. Rainwater President and February 24, 2003 - --------------------------- Chief Operating Officer Gary L. Rainwater /s/ Warner L. Baxter Senior Vice President, Finance February 24, 2003 - --------------------------- (Principal Financial Officer) Warner L. Baxter /s/ Martin J. Lyons Vice President and Controller February 24, 2003 - --------------------------- (Principal Accounting Officer) Martin J. Lyons * Director February 24, 2003 - --------------------------- William E. Cornelius * Director February 24, 2003 - --------------------------- Clifford L. Greenwalt * Director February 24, 2003 - --------------------------- Thomas A. Hays II-4 Name Title Date ---- ----- ---- Director - --------------------------- Richard A. Liddy * Director February 24, 2003 - --------------------------- Gordon R. Lohman * Director February 24, 2003 - --------------------------- Richard A. Lumpkin * Director February 24, 2003 - --------------------------- John Peters MacCarthy * Director February 24, 2003 - --------------------------- Hanne M. Merriman * Director February 24, 2003 - --------------------------- Paul L. Miller, Jr. * Director February 24, 2003 - --------------------------- Harvey Saligman * Director February 24, 2003 - --------------------------- James W. Wogsland *By: /s/ Steven R. Sullivan ----------------------------- Steven R. Sullivan Attorney-in-Fact II-5 Pursuant to the requirements of the Securities Act of 1933, Ameren Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 24, 2003. AMEREN CAPITAL TRUST I (Registrant) By: Ameren Corporation, as Depositor By: /s/ Jerre E. Birdsong --------------------------------- Jerre E. Birdsong Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, Ameren Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 24, 2003. AMEREN CAPITAL TRUST II (Registrant) By: Ameren Corporation, as Depositor By: /s/ Jerre E. Birdsong --------------------------------- Jerre E. Birdsong Attorney-in-Fact II-6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - -------- -------------------------------------------------------------------- **1.1 Form of Underwriting Agreement relating to the debt securities (File No. 333-81774, Exhibit 1.1). +1.2 Form of Underwriting Agreement relating to the trust preferred securities. **1.3 Form of Underwriting Agreement relating to the common stock (File No. 333-81774, Exhibit 1.3). +1.4 Form of Underwriting Agreement relating to the stock purchase units. **4.1 Restated Articles of Incorporation of the Company (File No. 33-64165, Annex F). **4.2 Certificate of Amendment to the Restated Articles of Incorporation filed with the Secretary of State of the State of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit 3(i)). **4.3 By-laws of the Company as amended to December 31, 1997 (1997 Form 10-K, Exhibit 3(ii)). **4.4 Agreement, dated as of October 9, 1998, between the Company and EquiServe Trust Company, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent, which includes the form of Certificate of Designation of the Preferred Shares as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (October 14, 1998 Form 8-K, Exhibit 4). **4.5 Indenture of the Company with The Bank of New York, as trustee, relating to the senior debt securities dated as of December 1, 2001 (File No. 333-81774, Exhibit 4.5). +4.6 Form of supplemental indenture or other instrument establishing the issuance of one or more series of senior debt securities (including the form of senior debt security). **4.7 Form of Indenture of the Company relating to subordinated debt securities (File No. 333-81774, Exhibit 4.9). +4.8 Form of supplemental indenture or other instrument establishing the issuance of one or more series of subordinated debt securities (including the form of subordinated debt security). **4.9 Form of Guarantee Agreement of the Company (File No. 333-81774, Exhibit 4.11). **4.10 Certificate of Trust of Ameren Capital Trust I. **4.11 Trust Agreement of Ameren Capital Trust I. **4.12 Certificate of Trust of Ameren Capital Trust II. **4.13 Trust Agreement of Ameren Capital Trust II. ***4.14 Form of Amended and Restated Trust Agreement (including the form of trust preferred security as an exhibit) (File No. 333-81774, Exhibit 4.14). +4.15 Form of Purchase Contract Agreement. +4.16 Form of Pledge Agreement. EXHIBIT NO. DESCRIPTION - -------- -------------------------------------------------------------------- +4.17 Form of Warrant Agreement (including form of warrant). *5.1 Opinion of Steven R. Sullivan, Esq., Vice President Regulatory Policy, General Counsel and Secretary of the Company, regarding the legality of the securities. ***5.2 Opinion of Pillsbury Winthrop LLP regarding the legality of the securities. ***5.3 Opinion of Richards, Layton & Finger, P.A. regarding the validity of the trust preferred securities of Ameren Capital Trust I. ***5.4 Opinion of Richards, Layton & Finger, P.A. regarding the validity of the trust preferred securities of Ameren Capital Trust II. ***12 Statement re computation of ratios of earnings to fixed charges. *23.1 Consent of Steven R. Sullivan, Esq., Vice President Regulatory Policy, General Counsel and Secretary of the Company (included in Exhibit 5.1). ***23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.2). ***23.3 Consent of Richards, Layton & Finger, P.A. with respect to Ameren Capital Trust I (included in Exhibit 5.3). ***23.4 Consent of Richards, Layton & Finger, P.A. with respect to Ameren Capital Trust II (included in Exhibit 5.4). ***23.5 Consent of independent accountants. ***24.1 Powers of attorney. ***24.2 Power of attorney with respect to the depositor and trustee of Ameren Capital Trust I (included in Exhibit 4.11). ***24.3 Power of attorney with respect to the depositor and trustee of Ameren Capital Trust II (included in Exhibit 4.13). ***25.1 Form T-1 statement of eligibility of the trustee for the senior debt securities. ++25.2 Form T-1 statement of eligibility of the trustee for the subordinated debt securities. ++25.3 Form T-1 statement of eligibility of the trustee for the guarantees for the benefit of the holders of the trust preferred securities. ++25.4 Form T-1 statement of eligibility of the trustee for the trust preferred securities. ++25.5 Form T-1 statement of eligibility of the purchase contract agent for the stock purchase contracts. **99.1 Stock Purchase Agreement, dated April 28, 2002, between the Company and The AES Corporation related to the Company's acquisition of CILCORP Inc. (Form 10-Q for the quarter ended March 31, 2002, Exhibit 2.1). 2 EXHIBIT NO. DESCRIPTION - -------- -------------------------------------------------------------------- **99.2 Membership Interest Purchase Agreement, dated as of April 28, 2002, between the Company and The AES Corporation related to the Company's acquisition of AES Medina Valley (No. 4), L.L.C. (Form 10-Q for the quarter ended March 31, 2002, Exhibit 2.2). **99.3 Stipulation and Agreement dated July 15, 2002 (Registration Statement of Form S-3 for Union Electric Company and Union Electric Capital Trust I, Registration Nos. 333-87506 and 333-87506-01, Exhibit 99.1). NOTE: REPORTS OF THE COMPANY ON FORMS 8-K, 10-Q AND 10-K ARE ON FILE WITH THE SEC UNDER FILE NUMBER 1-14756. - ---------- * Filed herewith. ** Incorporated by reference herein as indicated. *** Previously Filed. + To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ++ To be filed by amendment or pursuant to Trust Indenture Act Section 305(b)(2) if applicable. 3 EX-5 3 ex5_1.txt EX. 5.1 - OPINION OF STEVEN R. SULLIVAN, ESQ. Exhibit 5.1 [Letterhead of Steven R. Sullivan] February 24, 2003 Ameren Corporation 1901 Chouteau Avenue St. Louis, Missouri 63103 Ladies and Gentlemen: I am Vice President Regulatory Policy, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (the "Company"). The Company, Ameren Capital Trust I and Ameren Capital Trust II filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3, as amended (Registration Statement Nos. 333-89970, 333-89970-01 and 333-89970-02) ("Registration Statement"), under the Securities Act of 1933, as amended ("Securities Act"), with respect to up to $1,472,875,000 maximum aggregate offering price of securities, which was declared effective by the Commission on August 14, 2002. On January 21, 2003 and February 14, 2003, the Company issued and sold 5,500,000 shares and 825,000 shares, respectively, of its Common Stock, $.01 par value (the "Shares"). In connection with the issuance and sale of the Shares by the Company, I have reviewed originals (or copies certified or otherwise identified to my satisfaction) of the Registration Statement, as amended, (including the exhibits thereto), the Restated Articles of Incorporation and By-Laws of the Company as in effect on the date hereof, a specimen of the Shares, corporate and other documents, records and papers and certificates of public officials. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents. I am a member of the Bar of the State of Missouri and, for purposes of this opinion, do not hold myself out as an expert of the laws of any jurisdiction other than the State of Missouri. On the basis of such review, I am of the opinion that the Shares have been duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 2 to the Registration Statement dated February 24, 2003. Very truly yours, /s/ Steven R. Sullivan Steven R. Sullivan Vice President Regulatory Policy, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----