-----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, JRCbucyoc+NcYNJbWyUzio0S8C+Fbt7XXjl/RcNFBL6txI/DrusD36HwEJCtZqh+ iuB3Rg0zcskALDCyqUAaLA== 0001002910-01-500017.txt : 20010518 0001002910-01-500017.hdr.sgml : 20010518 ACCESSION NUMBER: 0001002910-01-500017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010517 ITEM INFORMATION: FILED AS OF DATE: 20010517 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: 8-K SEC ACT: SEC FILE NUMBER: 001-14756 FILM NUMBER: 1642564 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 8-K 1 ame8k501.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2001 AMEREN CORPORATION (Exact name of registrant as specified in its charter) Missouri 1-14756 43-1723446 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1901 Chouteau Avenue, St. Louis, Missouri 63103 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (314) 554-2715 ITEM 5. OTHER EVENTS On May 17, 2001, the Registrant issued a press release recommending that its stockholders not accept TRC Capital Corporation's mini-tender offer to purchase up to 4,000,000 shares of the Registrant's outstanding common stock at an offer price of $40.00 per share. The press release is attached as Exhibit 99 and is incorporated herein by reference. ITEM 7. EXHIBITS (c) Exhibits. 99 Press release, dated May 17, 2001, issued by the Registrant. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMEREN CORPORATION (Registrant) By /s/ Donald E. Brandt ----------------------------------------- Donald E. Brandt Senior Vice President, Finance (Principal Financial Officer) Date: May 17, 2001 Exhibit Index Exhibit No. Description 99 - Press release dated May 17, 2001, issued by Ameren Corporation. News Release Exhibit 99 One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63103 Contact: Investor: Media: Lynn Barnes Susan Gallagher (314) 554-4829 (314) 554-2175 AMEREN RECOMMENDS STOCKHOLDERS NOT ACCEPT MINI-TENDER OFFER St. Louis, Mo., May 17, 2001---Ameren Corporation (NYSE:AEE) strongly recommends that stockholders not accept TRC Capital Corporation's mini-tender offer to purchase up to 4,000,000 shares of Ameren outstanding common stock, or approximately 2.9% of Ameren's outstanding shares, at an offer price of $40.00 per share. TRC's offer price of $40.00 per share is less than Ameren's closing price on May 10, 2001, the day prior to the date of TRC's offer, and is less than Ameren's current trading price. TRC's offer states that it can be withdrawn at any time for any reason. The Securities and Exchange Commission has said that mini-tender offers "have been increasingly used to catch investors off guard" and that investors "may end up selling their securities at below-market prices." The combination of the offer's current below-market price and TRC's right to withdraw the offer at any time enhances the risk that the offer will only proceed to consummation if at the time of purchase the offer price is below market. Ameren suggests stockholders direct questions about the mini-tender offer to their investment advisers. Investors can obtain more information about mini-tender offers by visiting the SEC's Web site at www.sec.gov/investor/pubs/minitend.htm. With assets of $10 billion, Ameren serves 1.5 million electric customers and 300,000 natural gas customers in a 44,500-square-mile area of Missouri and Illinois. # # # -----END PRIVACY-ENHANCED MESSAGE-----