-----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, TWpgjUaQjsAiyPIHB9UD1muxneW5eQnJ06xesBvJB9dTYDmy2bwYKqT/i/VkXjd3 R1kiixK+4tcdQo6Ic6e7fQ== /in/edgar/work/20000628/0001002910-00-000054/0001002910-00-000054.txt : 20000920 0001002910-00-000054.hdr.sgml : 20000920 ACCESSION NUMBER: 0001002910-00-000054 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-14756 FILM NUMBER: 662902 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 11-K 1 0001.txt AMEREN CORPORATION FORM 11-K FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-14756 AMEREN CORPORATION SAVINGS INVESTMENT PLAN Issuer: Ameren Corporation 1901 Chouteau Avenue St. Louis, Missouri 63103 (Principal Executive Office) AMEREN CORPORATION Savings Investment Plan Report, Financial Statements and Additional Information December 31, 1999 AMEREN CORPORATION Savings Investment Plan Report, Financial Statements and Additional Information Index December 31, 1999 - -------------------------------------------------------------------------------- Page Report of Independent Accountants 1 Statement of Net Assets Available for Benefits at December 31, 1999 and 1998 2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1999 and 1998 3 Notes to Financial Statements 4-11 Additional Information*: Schedule of Assets Held for Investment Purposes at December 31, 1999 Schedule I * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants June 28, 2000 To the Board of Directors of Ameren Corporation and the Participants of the Ameren Corporation Savings Investment Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Ameren Corporation Savings Investment Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP AMEREN CORPORATION Savings Investment Plan Statement of Net Assets Available for Benefits PAGE 2 - -------------------------------------------------------------------------------- December 31, 1999 1998 ------------- -------------- Assets Investments: Ameren Common Stock $ 132,261,596 $ 163,438,485 Mutual Fund Investments 399,643,002 354,510,089 Short-term Investments 75,646,620 70,674,490 Participant loans receivable 15,516,977 15,896,881 ------------- ------------- Total investments 623,068,195 604,519,945 Cash 30,954 (235,080) Dividends and interest receivable 369,628 346,390 Contributions receivable: Participant 1,124,343 1,114,289 Employer 408,318 305,387 ------------- ------------- Total assets 625,001,438 606,050,931 Liabilities Accrued expenses 5,102 ------------- ------------- Total liabilities 5,102 ------------- ------------- Net assets available for benefits $ 625,001,438 $ 606,045,829 ------------- ------------- The accompanying notes are an integral part of these financial statements. AMEREN CORPORATION Savings Investment Plan Statement of Changes in Net Assets Available for Benefits PAGE 3 - -------------------------------------------------------------------------------- For the Year Ended December 31, 1999 1998 ------------- -------------- Additions to net assets attributed to: Contributions: Participant $ 22,895,535 $ 28,786,203 Employer 18,892,506 6,542,415 ------------- -------------- 41,788,041 35,328,618 ------------- -------------- Investment income: Interest and dividends 38,300,538 18,781,000 Net (depreciation) appreciation of investments (7,246,570) 36,708,850 ------------- -------------- 31,053,968 55,489,850 ------------- -------------- Transfer from merged plan 75,170,397 ------------- -------------- Total additions 72,842,009 165,988,865 ------------- -------------- Deductions from net assets attributed to: Distributions 53,772,553 63,450,876 Administrative expenses 113,847 152,622 ------------- -------------- Total deductions 53,886,400 63,603,498 ------------- -------------- Increase in net assets available for benefits 18,955,609 102,385,367 Net assets available for benefits, Beginning of year 606,045,829 503,660,462 ------------- -------------- End of year $ 625,001,438 $ 606,045,829 ============= ============== The accompanying notes are an integral part of these financial statements. AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 PAGE 4 - -------------------------------------------------------------------------------- 1. Description of the plan Plan Merger Effective December 31, 1997, Union Electric Company (AmerenUE) and Central Illinois Public Service Company (AmerenCIPS) became wholly-owned subsidiaries of Ameren Corporation (Ameren or the Company), a holding company formed upon completion of the merger between Union Electric Company and CIPSCO Incorporated (the Merger). Effective October 27, 1998, the Company's Board of Directors approved the merger of the Central Illinois Public Service Company Employee Long-Term Savings Plan and the Union Electric Company Savings Investment Plan to form the Ameren Corporation Savings Investment Plan (Plan). During October 1998, the net assets available for plan benefits of the Central Illinois Public Service Company Employee Long-Term Savings Plan were transferred into the Ameren Corporation Savings Investment Plan. The merger did not retroactively or adversely affect the rights of any participant or beneficiary of the Plan. General The following is a brief summary of the various provisions of the Ameren Corporation Savings Investment Plan. Participants should refer to the Plan document for more complete information. The Plan's purpose is to provide certain management and contract employees of Ameren and its wholly-owned subsidiaries, the option to defer a portion of their annual base compensation for Federal income tax purposes in accordance with Section 401(k) of the Internal Revenue Code. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, and to certain provisions of the Securities Exchange Commission. The Company serves as sponsor of the Plan, and, consequently, has the authority to amend or terminate the Plan subject to certain restrictions. The Board of Directors of the Company has the authority and responsibility for the general administration of the Plan. The Northern Trust Company, as Trustee, has the authority and responsibility to hold and protect the assets of the Plan in accordance with Plan provisions and the separate Trust Agreement. Participation The Plan covers substantially all employees of Ameren except contract employees covered by a collective bargaining agreement between either Local 702 IBEW or Local 148 IUOE and AmerenCIPS. In 1998, the Plan was amended to remove the restrictions requiring one year of service and attainment of age 21 before becoming eligible to participate in the Plan. Participation by eligible employees is voluntary. Contributions Participants may contribute from 1% to 15% of their base compensation to the Plan through payroll deductions (basic contributions). For management employees, the Company makes a matching contribution equal to $1.00 for each $1.00 up to the first 3% of each participant's contribution (basic matching contribution). Additionally, the Company will contribute an AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 5 - -------------------------------------------------------------------------------- additional $.50 for each $1.00 for the next 3% of a participant's contribution (additional matching contribution). A portion of Company matching contributions is invested in the Ameren Common Stock Fund. For contract employees, Company contributions are made based on specific agreements between the Company and the individual collective bargaining units. All Company contributions are made to the extent sufficient earnings are available. The following eight investment funds are maintained by the Trustee: the Ameren Common Stock Fund, the Aggressive Equity Fund, the Conservative Equity Fund, the Equity Index Fund, the Equity Growth Fund, the Balanced Fund, the Stable Interest Income Fund and the International Equity Fund. Participants direct their basic contributions and the Company's basic matching contributions by electing that such contributions be placed in a single investment fund or allocated in increments of 1% to any combination of investment funds. Such fund allocation elections may be changed daily. Earnings derived from the assets of any investment fund are reinvested in the fund to which they relate. Participants may elect daily to reallocate all or in 1% increments, the value of their accounts between funds. Pending investment of the assets into any investment fund, the Trustee may temporarily make certain short-term investments. Investment options Ameren Common Stock Fund - This fund consists of Ameren Corporation common stock as well as short-term investments in the Northern Trust Company's Short Term fund to maintain liquidity necessary to satisfy the fund's cash need for transfers and payments. Aggressive Equity Fund - Funds are invested in the MAS Mid Cap Value Institutional Fund, a public mutual fund with the objective to obtain long-term capital growth by investing in smaller companies not widely recognized by investment analysts. The Fund replaced the Acorn Fund as the investment manager on July 1, 1999. Conservative Equity Fund - Funds are invested in the Washington Mutual Investors Fund. The objective of this public mutual fund is to seek current income and capital growth primarily through a well-diversified portfolio of income-producing stocks. The Fund replaced the Putnam Fund for Growth and Income as the investment manager on July 1, 1999. Equity Index Fund - Funds are invested in the Barclays Global Investors' Equity Index Fund. The objective of this collective investment fund is to approximate the total return of the Standard and Poor's 500 Composite Stock Index (the "S&P 500 Index") while providing investors with daily liquidity. This fund became an investment option effective April 1, 1998. Equity Growth Fund - Funds are invested in the Vanguard US Growth Fund. The objective of the Equity Growth Fund is to seek long-term capital appreciation through investments in equity securities or securities convertible into common stock of issuers with capitalizations of $2 billion or more. The Fund replaced the Merrill Lynch Growth Equity Portfolio Fund managed by Merrill Lynch Asset Management on July 1, 1999. AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 6 - -------------------------------------------------------------------------------- Balanced Fund - Funds are invested in the Vanguard Asset Allocation Fund. This public mutual fund's objective is to maximize total return by investing in a Standard & Poor's 500 common stock portfolio, a long-term U.S. treasury bond portfolio and cash reserves in proportions consistent with their expected returns and risks as evaluated by the Fund's investment advisor. Stable Interest Income Fund - Funds are invested in the T. Rowe Price Stable Value Common Trust Fund solely for the Union Electric Company Savings Investment Plan and managed by T. Rowe Price Stable Asset Management, Inc. The objective is to provide principal stability while generating yields in excess of money market funds yet remaining highly sensitive to changes in market interest rates. International Equity Fund - Funds are invested in the mutual fund, The American Funds Group Europacific Growth Fund (prior to May 1, 1998 the T. Rowe International Stock Fund), a public mutual fund with the objective to provide capital appreciation through investments in well-established companies based outside the United States. Participant loans The Plan permits participants to borrow from their 401(k) accounts within the Plan. Such borrowings may be made subject to the following: (1) the minimum amount of the loan is $1,000, (2) the amount of the loan may not exceed the lesser of $50,000 or fifty percent of the vested amount in the participant's account, (3) the loan will bear a fixed interest rate and repayments will be made through mutual agreement subject to certain statutory repayment time limits, (4) the fixed interest rate will be equal to the "corporate base rate of interest" as announced by the Trustee plus 1%, and (5) such other rules and regulations as may be adopted by the Company. At December 31, 1999 and 1998, the interest rates on participant loans ranged from 7% to 11.5%. The loan maturity dates ranged from January 1999 through December 2008 at December 31, 1999, and from January 1998 through December 2006 at December 31, 1998. Vesting Effective July 1, 1999, Company contributions vest immediately. Company contributions also vest upon retirement, total and permanent disability, death, termination of the Plan or complete discontinuance of Company contributions regardless of years of service. If the amount of the Company's contribution that is not vested with respect to any participant is forfeited upon termination of employment, it will be restored if the participant becomes an eligible employee prior to incurring five consecutive one-year breaks in service following termination and repayment of all amounts distributed is made by the participant within five years of re-employment. Forfeitures during the year ended December 31, 1999 approximated $35,500, with no amounts restored during the year. There were no forfeitures during the year ending December 31, 1998. AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 7 - -------------------------------------------------------------------------------- Distributions The total vested amount of a participant's account shall be distributed to the participant according to one of the options as described in the Plan and as elected by the participant. A participant whose account balance is $5,000 or greater may defer distribution until December 31 of the year they attain age 70 1/2 but no later than April 1 of the year following the participant's attaining age 70 1/2. If the balance of the account is less than $5,000, the distribution shall be made no later than 120 days after close of the plan year. All distributions shall be in the form of cash. Participants may elect to have his or her interest in the Ameren Stock Fund, if applicable, distributed in shares of Ameren Common Stock. Participants may withdraw certain basic contributions and related earnings thereon upon reaching age 59 1/2, in the event of total disability or financial hardship as defined by the Plan or the Code. For purposes of distributions, the participant's account value will be determined as of the last business day coincident with or immediately preceding the day of distribution. Contributions to the Plan and investment income thereon are taxable to participants upon distribution pursuant to the rules provided for under the Plan and the Code. The cost of Ameren Corporation common stock distributed to participants is determined on a weighted average basis. For the year ended December 31, 1999, 173,350 shares of Ameren Corporation common stock whose cost and market values totaled $4,987,004 and $6,592,137 at the dates of distribution, respectively, were distributed to participants of the Ameren Common Stock Fund. For the year ended December 31, 1998, 262,589 shares of Ameren Corporation common stock whose cost and market values totaled $7,283,674 and $10,660,278 at the dates of distribution, respectively, were distributed to participants of the Ameren Common Stock Fund. The Plan also provides, to participants of the former Company Employee Stock Ownership Plan and at the discretion of the Company, for distribution prior to termination of employment of (a) all or a portion of a participant's account balance acquired at least 84 months prior to a distribution and (b) any portion of a participant's account balance acquired by dividends or other income. Plan termination The Company intends to continue the Plan indefinitely. However, the Company may at any time and for any reason, subject to ERISA and Internal Revenue Service regulations, suspend or terminate the Plan provided that such action does not retroactively adversely affect the rights of any participant under the Plan. 2. Summary of significant accounting policies Basis of accounting The accompanying financial statements of the Plan are prepared on the accrual basis of accounting. AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 8 - -------------------------------------------------------------------------------- Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates. Investments All investments are presented at fair value as of December 31, 1999 and 1998. The fair value of the Ameren Common Stock Fund was determined using year-end published market prices. Investments in equity securities and bonds are valued at net asset market value including accrued income on the last business day of each year. Investments in the Northern Trust Company's Short-term Fund and the T. Rowe Price Stable Value Common Trust Fund are valued at cost plus accrued income, which approximates market. Participant loans are valued at cost which approximates fair market value. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. Income Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Gains and losses on security transactions are recorded on the trade date. Net unrealized appreciation or depreciation for the year is reflected in Net appreciation (depreciation) of investments on the Statement of Changes in Net Assets Available for Benefits. Expenss Trustee fees incurred in administering the Plan are charged to the Plan. Benefit payments Benefit payments are recorded when paid. AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 9 - -------------------------------------------------------------------------------- 3. Investments The following table presents investments of the Plan. Investments that represent five percent or more of the Plan's net assets available for benefits at December 31, 1999 and 1998, are separately identified. December 31, 1999 1998 Investments at Fair Value as Determined By Quoted Market Price Common Stock: Ameren Corporation, $.01 par value $132,261,596 $163,438,485 Managed Equity Funds: Acorn Fund -- 104,110,289 Mas Mid Cap Value Institutional Fund 104,668,963 -- Barclays Equity Index Fund 57,758,327 36,267,041 Merrill Lynch Growth Equity Portfolio Fund -- 29,165,513 Vanguard US Growth Fund 45,732,266 -- Putnam fund for Growth and Income -- 93,647,274 Washington Mutual Investors Fund 87,967,477 -- Vanguard Asset Allocation Fund 80,619,996 82,472,496 Managed International Equity Funds: American Funds Europacific Growth Fund 22,895,973 8,847,476 Investments at Estimated Fair Value Northern Trust Company's Short-term Fund 4,270,897 3,788,360 T. Rowe Price Stable Value Common Trust Fund 71,375,723 66,886,130 Participant Loans 15,516,977 15,896,881 ------------ ------------ $623,068,195 $604,519,945 ============ ============ AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 10 - -------------------------------------------------------------------------------- During 1999 the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows: Year Ended December 31, 1999 1998 Investments at Fair Value as Determined By Market Price Mutual Fund Investments $ 30,785,623 $ 41,418,844 Ameren Corporation Common Stock (38,231,029) (3,715,702) ------------- ------------- Net change in fair value (7,445,406) 37,703,142 Investments at Estimated Fair Value Short-term Investments 198,836 (994,292) ------------- ------------- Net change in fair value $ (7,246,570) $ 36,708,850 ============= ============= 4. Transactions with parties-in-interest At December 31, 1999, the Plan held Ameren Corporation common stock with a cost and market value of $122,280,668 and $132,261,596, respectively. During 1999, the Plan purchased shares at a cost of $22,083,485 and sold shares valued at $8,155,460, resulting in a net realized gain of $2,013,376. The Plan also distributed shares valued at $6,592,137 to persons withdrawing from the Plan. At December 31, 1998, the Plan held Ameren Corporation common stock with a cost and market value of $111,490,409 and $163,438,485, respectively. During 1998, the Plan purchased shares at a cost of $8,027,917 and sold shares valued at $21,560,915 resulting in a net realized gain of $6,632,512. The Plan also distributed shares valued at $10,660,278 to persons withdrawing from the Plan. The Plan held $4,270,897 and $3,788,360 in Northern Trust Company's Collective Short-term Investment Fund at December 31, 1999 and 1998, respectively. These transactions are allowable party-in-interest transactions under Section 408(b)(8) of the ERISA regulations. AMEREN CORPORATION Savings Investment Plan Notes to Financial Statements December 31, 1999 Page 11 - -------------------------------------------------------------------------------- 5. Benefit payment obligations The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1999 1998 Net assets available for benefits per the financial statements $ 625,001,438 $ 606,045,829 Amounts allocated to withdrawing participants (250,899) (172,531) -------------- -------------- Net assets available for benefits per the Form 5500 $ 624,750,539 $ 605,873,298 ============== ============= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1999 1998 Benefits paid to participants per the financial statements $ 53,772,553 $ 63,450,876 Add: Amounts allocated to withdrawing participants during the current year 250,899 172,531 Less: Amounts allocated to withdrawing Participants during the prior year (172,531) (6,825,023) ------------- ------------- Benefits paid to participants per the Form 5500 $ 53,850,921 $ 56,798,384 ============= ============= 6. Federal income tax status The Plan, then known as the Union Electric Company Savings Investment Plan, obtained its latest determination letter in 1994, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended and merged since receiving the determination letter. The Company is currently restating the Plan document to reflect all changes and upon completion of the restatement, will request a new determination letter. The Company believes that the Plan currently is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that, therefore, the Plan continues to qualify under Section 401(a) and the related trust continues to be tax-exempt as of December 31, 1999. Therefore, no provision for income taxes has been included in the Plan's financial statements. December 31, 1999 Identity of Issue/Description of Investment Fair value Mutual Funds Mas Mid Cap Value Institutional Fund $ 104,668,963 Barclays Global Investors' Equity Index Fund 57,758,327 Europacific Growth Fund 22,895,973 Vanguard US Growth Fund 45,732,266 Washington Mutual Investors Fund 87,967,477 Vanguard Asset Allocation Fund 80,619,996 ----------------- 399,643,002 Short-Term Investment Trust Funds * Northern Trust Company's Short-term Fund 4,270,897 T Rowe Price Stable Value Common Trust Fund 71,375,723 Common Stock *Ameren Corporation, $.01 par 132,261,596 Participant Loans **Loans to Participants 15,516,977 ----------------- $ 623,068,195 ================= * Represents a party-in-interest ** Interest rates vary from 7.0% to 11.5% and loan maturity dates extend from January 1999 through December 2008. SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMEREN CORPORATION SAVINGS INVESTMENT PLAN AMEREN SERVICES COMPANY (Administrator) By /s/ Jean M. Hannis --------------------- Jean M. Hannis Vice President June 28, 2000 EXHIBIT INDEX Exhibits Filed Herewith ----------------------- Exhibit No. Description - ----------- --------------------------------------- 23 Consent of Independent Accountants EX-23 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS [PriceWaterhouseCoopers Letterhead] EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-43737) and Form S-3 (No. 33-43721) of Ameren Corporation of our report dated June 28, 2000 on the financial statements of the Ameren Corporation Savings Investment Plan for the year ended December 31, 1999, which is included in this Form 11-K. /s/ PricewaterhouseCoopers LLP St. Louis, Missouri June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----