-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FSRrsC3pCC83BQ7QSbfa1yckw6nJd2njXdPcEab1y/h+k+9YPfGByV4otMxETIey gnIHKQsuIuBelEnJhfGIvQ== 0000896058-94-000115.txt : 19941104 0000896058-94-000115.hdr.sgml : 19941104 ACCESSION NUMBER: 0000896058-94-000115 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19941103 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS LIGHT CO CENTRAL INDEX KEY: 0000018651 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 370211050 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56311 FILM NUMBER: 94557506 BUSINESS ADDRESS: STREET 1: 300 LIBERTY ST CITY: PEORIA STATE: IL ZIP: 61602 BUSINESS PHONE: 3096725271 MAIL ADDRESS: STREET 1: 300 LIBERTY STREET CITY: PEORIA STATE: IL ZIP: 61602 S-3 1 FORM S-3 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 3, 1994 Registration No. 33-____ ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- CENTRAL ILLINOIS LIGHT COMPANY (Exact name of registrant as specified in its charter) Illinois 37-0211050 (State of Incorporation) (I.R.S. Employer Identification No.) 300 Liberty Street Peoria, Illinois 61602 (309) 677-5168 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------------- THOMAS S. ROMANOWSKI Vice President Central Illinois Light Company 300 Liberty Street Peoria, Illinois 61602 (309) 677-5003 (Name and address, including zip code, and telephone number, including area code, of agent for service) It is respectfully requested that the Commission send copies of all notices, orders and communication to: JOHN H. BYINGTON, JR., Esq. PAUL C. KOSIN, Esq. Winthrop, Stimson, Putnam & Chapman and Cutler Roberts 111 West Monroe Street One Battery Park Plaza Chicago, Illinois 60603 New York, New York 10004 (312) 845-3000 (212) 858-1000 -------------------------- Approximate date of commencement of proposed sale to the public: When market conditions warrant after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] CALCULATION OF REGISTRATION FEE ========================================================================= Proposed Proposed Maximum Maximum Amount Title of Each Class Amount Offering Aggregate of of Securities to be to be Price Offering Registration Registered Registered Per Unit Price Fee ------------------------------------------------------------------------- First Mortgage Bonds. $65,000,000 100% $65,000,000 $22,414 ========================================================================= - ------------------------ [FN] Estimated solely for the purpose of calculating the registration fee. -------------------------- The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ============================================================================= Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. ---------------------------------------------- SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1994 PROSPECTUS - ---------- $65,000,000 CENTRAL ILLINOIS LIGHT COMPANY First Mortgage Bonds ----------------- Central Illinois Light Company (the "Company") intends to offer from time to time up to $65,000,000 aggregate principal amount of First Mortgage Bonds (the "New Bonds") in one or more series at prices and on terms to be determined when the agreement to sell is made or at the time of sale. For each issue of New Bonds for which this Prospectus is being delivered ("Offered Bonds"), there is an accompanying Prospectus Supplement or Prospectus Supplements (the "Prospectus Supplement") that sets forth the series designation, aggregate principal amount of the issue, purchase price, maturity, interest rate or rates (which may be either fixed or variable), and/or method of determination of such rate or rates, times of payment of interest, the place where the principal of and interest on the Offered Bonds will be payable, the denominations in which the Offered Bonds are authorized to be issued, whether the Offered Bonds are issued in registered form, in bearer form, or both, whether all or a portion of the Offered Bonds will be issued in global form, redemption terms, if any, and other special terms of the Offered Bonds. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ The New Bonds may be sold directly by the Company or through agents designated from time to time or through underwriters or dealers or a group of underwriters. If any agents of the Company or any underwriters are involved in the sale of the Offered Bonds in respect of which this Prospectus is being delivered, the names of such agents or such underwriters, the initial price to the public, any applicable commissions or discounts and the proceeds to the Company with respect to such Offered Bonds are set forth in the Prospectus Supplement. See "Plan of Distribution" for possible indemnification arrangements for underwriters or agents. ------------------ The date of this Prospectus is ________ , 1994. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"), including information, as of particular dates, concerning the Company's directors and officers, their remuneration, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company. Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048 and Chicago Regional Office, Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Information contained herein relating to The Depository Trust Company ("DTC") and the book-entry only system has been furnished by DTC. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission under the Exchange Act are incorporated by reference in this Prospectus: 1. Annual Report on Form 10-K for the year ended December 31, 1993. 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994. 3. Current Report on Form 8-K dated September 16, 1994. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be made a part hereof from the date of filing of such documents; provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Section 13 of the Exchange Act prior to the filing with the Commission of the Company's most recent Form 10-K shall not be incorporated by reference in this Prospectus or be a part hereof from and after the filing of such Form 10-K. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which is deemed to be incorporated by reference herein or in the Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for copies of such documents should be directed to John G. Sahn, Esq., Secretary, Central Illinois Light Company, 300 Liberty Street, Peoria, Illinois 61602, telephone number (309) 675-8822. The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated herein by reference. THE COMPANY The Company, incorporated under the laws of Illinois in 1913 as a public utility, generates, transmits, distributes and sells electric energy, and purchases, distributes and sells natural gas in central and east central Illinois. The Company renders electric service in an area of approximately 3,700 square miles to 136 communities (including Peoria, Pekin, Lincoln and Morton) having an aggregate population of approximately 422,000. At December 31, 1993, the Company had approximately 190,000 retail electric customers. Gas service is provided in an area of approximately 4,500 square miles to customers in 128 communities (including Peoria, Pekin, Lincoln and Springfield) having an aggregate population of approximately 452,000. At December 31, 1993, the Company had approximately 196,000 gas customers, including 668 industrial and commercial gas transportation customers that purchase gas directly from suppliers for transportation through the Company's system. The Company is a subsidiary of CILCORP Inc. which owns all of the outstanding common stock of the Company. The principal executive offices of the Company are located at 300 Liberty Street, Peoria, Illinois 61602, and the telephone number is (309) 677-5168. USE OF PROCEEDS The Company is offering hereby a maximum of $65,000,000 aggregate principal amount of New Bonds. The net proceeds to be received from the sale of the Offered Bonds will be used to refund certain of the Company's previously issued first mortgage bonds and for other corporate purposes. The use of the proceeds derived from any particular series of Offered Bonds can be determined by reference to the related Prospectus Supplement. RATIO OF EARNINGS TO FIXED CHARGES Twelve Months Ended ------------------- December 31, ------------ June 30, 1994 1989 1990 1991 1992 1993 (Unaudited) Ratio of Earnings to Fixed ---- ---- ---- ---- ---- ----------- Charges . . . . . . . . . 3.71 3.55 3.74 3.12 3.20 3.36 DESCRIPTION OF NEW BONDS General. The New Bonds are to be issued under and secured by the Indenture of Mortgage and Deed of Trust, dated as of April 1, 1933, between Illinois Power Company and Bankers Trust Company, as Trustee, as amended and supplemented by various supplemental Indentures thereto and assumed by the Company and as to be further supplemented by one or more supplemental Indentures thereto relating to the New Bonds (the "Supplemental Indenture"), all of which are collectively referred to as the "Mortgage." The statements herein concerning the New Bonds and the Mortgage are an outline and do not purport to be complete. They make use of defined terms and are qualified in their entirety by express reference to the cited provisions of the Mortgage. Reference is made to the Prospectus Supplement for the following terms of the Offered Bonds (among others): (i) the designation, series and aggregate principal amount of the Offered Bonds; (ii) the percentage or percentages of their principal amount at which such Offered Bonds will be issued; (iii) the date or dates on which the Offered Bonds will mature; (iv) the rate or rates (which may be either fixed or variable), and/or the method of determination of such rate or rates, per annum at which the Offered Bonds will bear interest; (v) the times at which such interest will be payable; (vi) the place where the principal of and interest on the Offered Bonds will be payable; (vii) the denominations in which the Offered Bonds are authorized to be issued; (viii) redemption terms, if any; (ix) whether the Offered Bonds will be issued in registered form, in bearer form or both; (x) whether all or a portion of the Offered Bonds will be issued in global form; and (xi) any other terms or provisions relating to such Offered Bonds which are not inconsistent with the provisions of the Mortgage. The Mortgage does not contain any covenants or other provisions that are specifically intended to afford holders of the New Bonds special protection in the event of a highly leveraged transaction. If designated in the Prospectus Supplement, a particular series of Offered Bonds may be issued initially in global form under a book-entry only system and registered in the name of CEDE & Co., as registered bondholder and nominee for DTC. DTC will act as securities depository for any Offered Bonds initially issued in global form. Individual purchases of Book-Entry Interests (as herein defined) in such Offered Bonds will be made in book- entry form. Purchasers of Book-Entry Interests in Offered Bonds will not receive certificates representing their interests in such Offered Bonds. So long as CEDE & Co., as nominee of DTC, is the bondholder, references herein to the bondholders or registered owners will mean CEDE & Co., rather than the owners of Book-Entry Interests in Offered Bonds. Book-Entry Only System. DTC advises that it is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants (the "DTC Participants") and to facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect Participants"). DTC Participants purchasing Book-Entry Interests in any Offered Bonds will not receive certificates. Each DTC Participant will receive a credit balance in the records of DTC in the amount of such DTC Participant's interest in such Offered Bonds, which will be confirmed in accordance with DTC's standard procedures. The ownership interest of each actual purchaser of a Book-Entry Interest in an Offered Bond (the "Book-Entry Interests") will be recorded through the records of the DTC Participant or through the records of the Indirect Participant. Owners of Book-Entry Interests will receive from the DTC Participant or Indirect Participant a written confirmation of their purchase providing details of the Book-Entry Interests acquired. Transfers of Book-Entry Interests will be accomplished by book entries made by DTC and by the DTC Participants or Indirect Participants who act on behalf of the owners of Book-Entry Interests. Owners of Book-Entry Interests will not receive certificates representing their ownership of Book-Entry Interests with respect to any Offered Bonds except as described below upon the resignation of DTC. Under the Mortgage, payments made by the Trustee to DTC or its nominee will satisfy the Company's obligations under the Mortgage to the extent of the payments so made. Owners of Book-Entry Interests will not be or be considered by the Company or the Trustee to be, and will not have any rights as, holders of first mortgage bonds under the Mortgage. NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF THE TRUSTEE AS BEING A BONDHOLDER WITH RESPECT TO: (1) ANY OFFERED BONDS; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON SUCH OFFERED BONDS; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE MORTGAGE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF THE OWNERS OF A BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF ANY OFFERED BONDS; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. Principal and redemption price of, and interest payments on Offered Bonds registered in the name of DTC or its nominee will be made to DTC or such nominee, as registered owner of such Offered Bonds. Disbursal of such payments to the owners of Book-Entry Interests is the responsibility of DTC, the DTC Participants and, where appropriate, Indirect Participants. Upon receipt of moneys, DTC's current practice is to credit the accounts of the DTC Participants immediately in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to owners of Book-Entry Interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such DTC Participant or Indirect Participant and not of DTC, the Company or the Trustee, subject to any statutory and regulatory requirements as may be in effect from time to time. DTC Participants and Indirect Participants carry the "position" of the ultimate Book-Entry Interest owner on their records, and will be responsible for providing information to the ultimate Book-Entry Interest owner as to the Offered Bonds in which the Book-Entry Interest is held, debt service payments received, and other information. Each person for whom a DTC Participant or Indirect Participant acquires an interest in Offered Bonds, as nominee, may desire to make arrangements with such DTC Participant or Indirect Participant to receive a credit balance in the records of such DTC Participant or Indirect Participant, to have all notices or other communications to or by DTC which may affect such person forwarded in writing by such DTC Participant or Indirect Participant, and to have notification made of all debt service payments. Purchasers, transfers and sales of Book-Entry Interests by the ultimate Book-Entry Interest owners may be made through book entries made by DTC Participants or Indirect Participants or others who act for the ultimate Book-Entry Interest owner. The Trustee and the Company have no role in those purchases, transfers or sales. Owners of Book-Entry Interests may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of a Book-Entry Interest. The Trustee will recognize and treat DTC (or any successor securities depository) or its nominee as the holder of Offered Bonds registered in its name or the name of its nominee for all purposes, including payment of debt service, notices, enforcement of remedies, and voting. Crediting of debt service payments and transmittal of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect Participants and by DTC Participants and Indirect Participants to the ultimate Book-Entry Interest owners are the responsibility of those persons and will be handled by arrangements among them and are not the responsibility of the Trustee or the Company. The Trustee, so long as a book-entry system is used for the Offered Bonds, will send any notices required by the Mortgage to be sent to holders of such Offered Bonds only to DTC (or such successor securities depository) or its nominee. Any failure of DTC to advise any DTC Participant, or of any DTC Participant or Indirect Participant to notify the Book-Entry Interest owner, of any such notice and its content or effect will not affect the validity of the redemption of the Offered Bonds called for redemption, or any other action premised on that notice. In the event of a call for redemption, the Trustee's notification to DTC will initiate DTC's standard call process, and, in the event of a partial call, its lottery process by which the call will be randomly allocated to DTC Participants holding positions in the Offered Bonds to be redeemed. When DTC and DTC Participants allocate the call for redemption, the owners of the Book-Entry Interests that have been called will be notified by the broker or other person responsible for maintaining the records of those interests and subsequently credited by that person with the proceeds once such Offered Bonds are redeemed. The Company and the Trustee cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments of debt service on Offered Bonds made to DTC or its nominee as the registered owner, or any redemption or other notices, to the Book-Entry Interest owners, or that they will do so on a timely basis, or that DTC will serve and act in the manner described in this Prospectus. The Company understands that the current "Rules" applicable to DTC are on file with the Securities and Exchange Commission, and that the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. If DTC is at any time unwilling or unable to continue as depository, and a successor depository is not appointed by the Company within 90 days, the Company will issue individual certificates to owners of Book- Entry Interests in exchange for the Offered Bonds held by DTC or its nominee. In addition, if the Company so determines, an owner of a Book-Entry Interest may, on terms acceptable to the Company and DTC, exchange such Book-Entry Interest for a certificate. In any such instance, an owner of a Book-Entry Interest will be entitled to physical delivery of certificates equal in principal amount to such Book-Entry Interest and to have such certificates registered in its name. Individual certificates so issued will be issued in denominations of $1,000 or any multiple thereof. Form and Exchanges. Unless otherwise set forth in the Prospectus Supplement, New Bonds in definitive form will be issued only as registered bonds without coupons in denominations of $1,000 or any multiple thereof authorized by the Company. New Bonds will be exchangeable for a like aggregate principal amount of the same series of New Bonds of other authorized denominations, and will be transferable, at the office or agency of the Company in New York City, and at such other office or agency of the Company as the Company may from time to time designate, in either case without payment, until further action by the Company, of any charge other than for any tax or taxes or other governmental charge required to be paid by the Company. Unless otherwise set forth in the Prospectus Supplement, Bankers Trust Company will act as agent for payment, registration, transfer and exchange of the New Bonds in New York City. Interest and Payment. Reference is made to the Prospectus Supplement for the interest rate or rates (which may be either fixed or variable) and/or the method of determination of such rate or rates of the Offered Bonds and the date or dates on which such interest is payable. Unless otherwise specified in the Prospectus Supplement, principal and interest are payable in U.S. dollars at Bankers Trust Company in New York City. Redemption and Purchase of New Bonds. The New Bonds may be redeemable, in whole or in part, on not less than 30 days' notice (a) at specified regular redemption prices, if any, if redeemed at the option of the Company, or (b) at specified special redemption prices, if any, if redeemed with cash deposited under the maintenance provisions of the Mortgage (Section 43) or by the use of proceeds of property released pursuant to the eminent domain provisions of the Mortgage (Section 67). Reference is made to the Prospectus Supplement for the redemption terms, if any, of the Offered Bonds. Priority and Security. The New Bonds will rank pari passu as to security with the bonds of the other series outstanding under the Mortgage, which, in the opinion of the Director-General Counsel of the Company, is a direct first lien, subject only to excepted encumbrances (as defined in the Mortgage, Section 2), on substantially all of the properties and franchises of the Company used and useful in its public utility business (the principal properties being its generating plants and its electric transmission and gas distribution systems), other than cash, accounts and notes receivables, securities and any materials, supplies or equipment manufactured or acquired for the purpose of sale or resale in the usual course of business. The Mortgage contains provisions subjecting to the lien thereof any property, other than property of the kind excepted above, acquired by the Company after the date of delivery of the Mortgage. The Mortgage permits the acquisition of property subject to prior liens existing at the time of acquisition, but the Mortgage (Section 30) provides that no bonds may be authenticated nor funded cash be withdrawn nor funded property be released upon the basis of any property additions (as defined in the Mortgage, Section 4) subject to prior liens unless money is deposited for the purchase, payment or redemption of the prior lien bonds secured by such prior liens. By Section 32 of the Mortgage, bonds issued upon the basis of specially classified properties (as defined in the Mortgage, Section 6, i.e., property additions other than electric, gas or steam properties, or property additions not located in Illinois and not connected with the Company's system), and certain other items, shall not exceed 15% of the principal amount of bonds outstanding under the Mortgage. Issuance of Additional Bonds. The Mortgage permits the issuance of additional bonds (a) to the extent of 60% of the cost or then fair value to the Company, whichever is less, of unfunded property additions (as defined in the Mortgage, Section 4 and 5) (Section 28), (b) in an amount equal to the principal amount of bonds authenticated and delivered under the Mortgage which have been paid, retired, redeemed or canceled (Section 34) or (c) upon the deposit of cash equal to the principal amount of bonds requested (Section 35). Deposited cash may be withdrawn in lieu of the authentication of bonds to which the Company would otherwise be entitled or against 60% of unfunded property additions certified to the Trustee or against the deposit of bonds or may be applied to the purchase or redemption of bonds (Section 36 and 37). Additional bonds may not be authenticated under (a) or (c) above (or under certain circumstances under (b) above) unless net earnings (as defined in the Mortgage, Section 9) for twelve consecutive months within the fifteen preceding calendar months shall have been at least equal to twice the annual interest requirements on, or at least 12% of, the principal amount of all bonds outstanding, including those proposed to be authenticated and all outstanding prior lien indebtedness (Section 31). Net earnings are computed before charges for renewals, replacements and depreciation but after deducting the amount by which 15% of the gross operating revenues during such period exceed the amount expended for current repairs and maintenance. The aggregate cost of electric energy, gas and steam purchased for resale is deducted in computing gross operating revenues. Under the Mortgage, the Company could issue approximately $130 million of additional bonds upon the basis of unfunded property additions at September 30, 1994. Maintenance Provisions. The Mortgage (Section 43) provides for the annual deposit with the Trustee of cash or bonds (or in lieu thereof the certification of unfunded property additions) equal to the amount, if any, by which 15% of the gross earnings (as defined in the Mortgage, Section 43) during the preceding calendar year exceeds the aggregate amounts expended during such period for repairs, maintenance and replacements. The aggregate cost of electric energy, gas and steam purchased for resale is deducted in computing gross earnings. A credit balance established in any year may be carried forward and utilized to meet the requirements during a later period or to effect the withdrawal of deposited cash or bonds or to unfund property previously certified. Release and Substitution of Property. The Mortgage (Section 65) provides that, subject to various limitations, property may be released from the lien thereof, whether or not sold or otherwise disposed of by the Company, upon the basis of cash deposited with the Trustee, purchase money obligations or bonds delivered to the Trustee, prior lien bonds delivered to the Trustee or reduced or assumed, or unfunded property additions certified to the Trustee. The Mortgage (Section 67) permits the cash proceeds of released property to be withdrawn against unfunded property additions certified to the Trustee or against the deposit of bonds or the deposit or reduction of prior lien bonds or to be applied to the purchase or redemption of bonds. Restrictions on Common Stock Dividends. The Articles of Incorporation, as amended, of the Company provide that no dividends shall be paid on the Company's common stock out of paid-in surplus or any surplus created by a reduction of stated capital or capital stock, or out of earned surplus if at the time of declaration there shall not remain to the credit of earned surplus account (after deducting therefrom the amount of such dividends) an amount at least equal to two times the annual dividend requirements on all then outstanding shares of the Company's Preferred Stock and the Company's Class A Preferred Stock. The amount of earned surplus so restricted at September 30, 1994 was $6,317,219. Regarding the Trustee. Bankers Trust Company, New York, New York, is the Trustee under the Mortgage. Such bank is a depositary of the Company, and the Company from time to time makes short-term borrowings from such bank. Enforcement Provisions. The Mortgage (Section 73) provides that, upon the occurrence of certain events of default, the Trustee or the holders of 20% in principal amount of outstanding bonds may declare the principal of all outstanding bonds immediately due and payable, but that, upon the curing of any such default, the holders of a majority in principal amount of outstanding bonds may annul such declaration and its consequences. The holders of a majority in principal amount of outstanding bonds may direct the method and place of conducting any proceeding for the enforcement of the Mortgage (Section 77). No holder of any bond has any right to institute any proceeding to enforce the Mortgage or any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of a default and the holders of 20% in principal amount of outstanding bonds shall have requested the Trustee to take action and offered to the Trustee indemnity against costs, expenses and liabilities (Section 87). The Trustee is required to take notice of or to take action in respect of any default or otherwise, or toward the execution or enforcement of any of the trusts created under the Mortgage, or to institute, appear in or defend any suit or other proceedings in connection therewith, only if requested in writing by the holders of a majority in principal amount of the bonds then outstanding and if properly indemnified to its satisfaction (Section 100). Modification of Mortgage. The Mortgage currently provides for the amendment or modification of the Mortgage in only limited respects, none of which may have an adverse effect upon holders of then outstanding bonds. The Company, in the Supplemental Indenture, reserves the right, without any consent or other action by holders of the New Bonds, or any subsequent series of bonds, to amend the Mortgage to provide that the Mortgage, the rights and obligations of the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in principal amount of the bonds adversely affected; provided, however, that no modification shall (1) extend the time, or reduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Mortgage, without the consent of the holders of all bonds then outstanding, or (3) reduce the above percentage of the principal amount of bonds, the holders of which are required to approve any such modification, without the consent of the holders of all bonds then outstanding. Defaults and Notice Thereof. By Section 73 of the Mortgage, the following events are defined as "completed defaults": default in the payment of principal of any bond; default for 90 days in the payment of interest on any bond; default in the payment of principal or interest on prior lien bonds; default in the covenants with respect to bankruptcy, insolvency or receivership; and default for 90 days after notice in the performance of other covenants. By Section 59 of the Mortgage, a failure by the Company to deposit or direct the application of money for the redemption of bonds called for redemption also constitutes a completed default under the Mortgage. The Trustee may withhold notice of default (except in payment of principal, interest or any fund for the retirement of bonds) if the Trustee determines that it is in the interests of the bondholders (Supplemental Indenture dated as of April 1, 1940, Article Three, Section 5). Evidence as to Compliance with Conditions and Covenants. The Mortgage requires the Company to furnish to the Trustee, among other things, a certificate of officers and an opinion of counsel as evidence of compliance with conditions precedent provided for therein; a certificate of an engineer (who, in certain instances, must be an independent engineer) with respect to the fair value of property certified or released; and a certificate of an accountant (who, in certain circumstances, must be an independent public accountant) as to compliance with the net earnings requirement. Various certificates and other documents are required to be filed periodically or upon the happening of certain events. These include an annual certificate as to the absence of any default under the Mortgage. Discharge of Mortgage. The Mortgage (Section 114) provides that, whenever all indebtedness secured thereby shall have been paid, the Company may instruct the Trustee to cancel and discharge the lien of the Mortgage. Under the Mortgage, money deposited with the Trustee for the purchase, payment or redemption of bonds shall be deemed paid with respect to such bonds. EXPERTS The financial statements of the Company and supplemental financial statement schedules included in the Company's latest Annual Report on Form 10-K incorporated herein by reference have been audited by Arthur Andersen LLP, independent public accountants, as stated in their report included in the Company's latest Annual Report on Form 10-K. The financial statements and supplemental financial statement schedules thereto included in the Company's latest Annual Report on Form 10-K are incorporated by reference herein in reliance upon the authority of that firm as experts in accounting and auditing in giving said report. The statements made as to matters of law and legal conclusions in the documents incorporated by reference herein as set forth under "Description of New Bonds" herein have been reviewed by Timothy W. Kirk, Esq., Director-General Counsel of the Company, and are set forth in reliance upon his opinion as an expert. LEGAL OPINIONS The legality of the securities offered hereby will be passed upon for the Company by Timothy W. Kirk, Esq., Director-General Counsel of the Company, and by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York, counsel to the Company, and for any underwriter, dealer or agent by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois. PLAN OF DISTRIBUTION The Company may sell the New Bonds in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of institutional purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to the Offered Bonds sets forth the terms of the offering of the Offered Bonds, including the name or names of any underwriters, dealers or agents, the purchase price of the Offered Bonds and the net proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale, such New Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The New Bonds may be offered to the public either through underwriting syndicates represented by one or more managing underwriters as may be designated by the Company, or directly by one or more of such firms. The underwriter or underwriters with respect to a particular underwritten offering of Offered Bonds are named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters are set forth on the cover page of such Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriter or underwriters to purchase the Offered Bonds will be subject to certain conditions precedent, and the underwriter or underwriters will be obligated to purchase all the Offered Bonds if any are purchased except that, in certain cases involving a default by one or more underwriters, less than all of the Offered Bonds may be purchased. Offered Bonds may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Offered Bonds in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment. If so indicated in the Prospectus Supplement, the Company will authorize agents, underwriters or dealers to solicit offers by specified institutions to purchase Offered Bonds from the Company at the public offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to those conditions set forth in the Prospectus Supplement, and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts. Agents and underwriters may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. No dealer, salesman or other person has been authorized to give any information or to make any representation other than those contained in this Prospectus or, with respect to particular Offered Bonds, the Prospectus Supplement relating thereto, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any underwriter, dealer or agent. Neither the delivery of this Prospectus or any Prospectus Supplement nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Company since the date hereof or thereof. This Prospectus and any Prospectus Supplement do not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Filing fee-Securities and Exchange Commission . . . . . . . . . . . . $22,414 Trustee's fee . . . . . . . . . . . . . . . . . . 40,000 Printing of registration statement, prospectus, etc. . . . . . . . . . . . . . . . 2,500 Fees of counsel . . . . . . . . . . . . . . . . . 71,000 Illinois Commerce Commission fee . . . . . . . . 58,000 Auditor's fee . . . . . . . . . . . . . . . . . . 15,000 Rating Agency fees . . . . . . . . . . . . . . . 20,000 Miscellaneous . . . . . . . . . . . . . . . . . . 12,086 ------ Total . . . . . . . . . . . . . . . . . . . $241,000 ========= Item 15. Indemnification of Directors and Officers. The Bylaws of the Company provide for the indemnification of any person who, by reason of such person's status as a director or officer of the Company (i) was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the Company), against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his or her conduct was unlawful, and (ii) was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, against expenses (including attorney's fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, provided that no indemnification shall be made in respect of any claim, issue or matter in an action or suit by or in the right of the Company as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The Company has an insurance policy covering its liabilities and expenses which might arise in connection with its lawful indemnification of its directors and officers for certain of their liabilities and expenses. Officers and directors of the Company are covered under this policy for certain other liabilities and expenses. Item 16. Exhibits. 1 - Form of Underwriting Agreement or Sales Agency Agreement, as applicable (to be filed under cover of Form 8-K). 2(a) - Articles of Incorporation, as amended, of the Company. (Designated in Form 10-K for the year ended December 31, 1980, File No. 1-2732, as Exhibit 3.) 2(b) - Indenture of Mortgage and Deed of Trust between Illinois Power Company and Bankers Trust Company, as Trustee, dated as of April 1, 1933, Supplemental Indenture between the same parties dated as of June 30, 1933, Supplemental Indenture between the Company and Bankers Trust Company, as Trustee, dated as of July 1, 1933 and Supplemental Indenture between the same parties dated as of January 1, 1935, securing First Mortgage Bonds, and indentures supplemental to the foregoing through November 1, 1994. (Designated in Registration No. 2- 1937 as Exhibit B-1, in Registration No. 2-2093 as Exhibit B- 1(a), in Form 8-K for April 1940, File No. 1-2732-2, as Exhibit A, in Form 8-K for December 1949, File No. 1-2732-2, as Exhibit A, in Form 8-K for December 1951, File No. 1-2732, as Exhibit A, in Form 8-K for July 1957, File No. 1-2732, as Exhibit A, in Form 8-K for July 1958, File No. 1-2732, as Exhibit A, in Form 8-K for March 1960, File No. 1-2732, as Exhibit A, in Form 8-K for September 1961, File No. 1-2732, as Exhibit B, in Form 8-K for March 1963, File No. 1-2732, as Exhibit A, in Form 8-K for February 1966, File No. 1-2732, as Exhibit A, in Form 8-K for March 1967, File No. 1-2732, as Exhibit A, in Form 8-K for August 1970, File No. 1-2732, as Exhibit A, in Form 8-K for September 1971, File No. 1-2732; as Exhibit A, in Form 8-K for September 1972, File No. 1- 2732, as Exhibit A, in Form 8-K for April 1974, File No. 1- 2732, as Exhibit 2(b), in Form 8-K for June 1974, File No. 1- 2732, as Exhibit A, and in Form 8-K for March 1975, File No. 1-2732, as Exhibit A, in Form 8-K for May 1976, File No. 1- 2732, as Exhibit A, in Form 10-Q for the quarter ended June 30, 1978, File No. 1-2732, as Exhibit 2, in Form 10-K for the year ended December 31, 1982, File No. 1-2732, as Exhibit (4)(b), in Form 8-K dated January 30, 1992, File No. 1-2732, as Exhibit (4), in Form 8-K dated January 29, 1993, File No. 1-2732, as Exhibit (4) and in Registration Statement No. 33- 56502, as Exhibits 2(c)(1), 2(c)(2) and 2(c)(3). 2(c) - Form of Supplemental Indenture. 2(d) - Form of New Bond is contained in the form of Supplemental Indenture, Exhibit 2(c), to which reference is hereby made. 5 - Opinion of Timothy W. Kirk, Esq., Director-General Counsel of the Company. 12 - Computation of ratio of earnings to fixed charges. 23(a) - Consent of Arthur Andersen LLP. 23(b) - Consent of Timothy W. Kirk, Esq. is contained in his opinion filed as Exhibit 5. 24 - Power of Attorney. 25 - Statement on Form T-1 of Bankers Trust Company. - ------------------ [FN] Incorporated herein by reference. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; or (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the registrant need not file a post-effective amendment to include the information required to be included by subsection (i) or (ii) if such information is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, which are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Each person whose signature appears below hereby authorizes the agent for service named in the registration statement to execute in the name of each such person, and to file, an amendment to the registration statement pursuant to the above undertaking, which amendment may make such other changes in the registration statement as the registrant deems appropriate. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peoria, State of Illinois, on the 3rd day of November, 1994. CENTRAL ILLINOIS COMPANY * R.W. SLONE --------------------------------- (R.W. Slone, Chairman of the Board, President and Chief Executive Officer) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- * R.W. SLONE Chairman of the Board, November 3, 1994 ------------ President and Chief (R.W. Slone) Executive Officer * T.S. ROMANOWSKI Vice President and November 3, 1994 ----------------- Chief Financial (T.S. Romanowski) Officer * R.L. BEETSCHEN Controller November 3, 1994 ---------------- (R.L. Beetschen) * M. ALEXIS Director November 3, 1994 ----------- (M. Alexis) * J.R. BRAZIL Director November 3, 1994 ------------- (J.R. Brazil) * W. BUNN III Director November 3, 1994 ------------- (W. Bunn III) Director November 3, 1994 ------------- (D.E. Connor) * W.M. SHAY Director November 3, 1994 ----------- (W.M. Shay) * K.E. SMITH Director November 3, 1994 ------------ (K.E. Smith) *R.N. ULLMAN Director November 3, 1994 ------------ (R.N. Ullman) * J.F. VERGON Director November 3, 1994 ------------- (J.F. Vergon) * M.M. YEOMANS Director November 3, 1994 -------------- (M.M. Yeomans) *By J.H. BYINGTON, JR. November 3, 1994 --------------------- (J.H. Byington, Jr., Attorney-in-fact) EX-2 2 EXHIBIT 2(C) DRAFT 11/3/94 Exhibit 2(c) [FORM OF SUPPLEMENTAL INDENTURE] ================================================================= INDENTURE BETWEEN CENTRAL ILLINOIS LIGHT COMPANY AND BANKERS TRUST COMPANY, as Trustee under Indenture, dated as of April 1st, 1933, between Illinois Power Company and Bankers Trust Company, as Trustee, as amended and supplemented by Indenture between the same parties, dated as of June 30th, 1933, and as supplemented and assumed by Indenture dated as of July 1st, 1933, between Central Illinois Light Company and Bankers Trust Company, as Trustee, and as amended and supplemented by various Indentures between the same parties bearing subsequent dates. ----------------------- Dated as of ________ 1, 1994 ================================================================= INDENTURE dated as of the 1st day of _______, 1994 (hereinafter sometimes referred to as this Supplemental Indenture), between CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois (hereinafter sometimes called the Company), party of the first part, and BANKERS TRUST COMPANY, a corporation of the State of New York, as Trustee under the Indenture of Mortgage and Deed of Trust between Illinois Power Company and Bankers Trust Company, as Trustee, dated as of April 1st, 1933 (hereinafter sometimes called the Trustee), party of the second part, as amended and supplemented by Supplemental Indenture between said Illinois Power Company and said Trustee, dated as of June 30th, 1933, and as amended, supplemented and assumed by Indenture between the Company and said Trustee, dated as of July 1st, 1933, and as amended and supplemented by various Indentures between the Company and said Trustee bearing subsequent dates (said Indenture of Mortgage and Deed of Trust as amended, supplemented and assumed being hereinafter sometimes referred to as the "Indenture"). WHEREAS, the Indenture provides for the issuance of bonds thereunder in one or more series, the form of which series of bonds to be substantially in the form set forth therein with such insertions, omissions and variations as the Board of Directors of the Company may determine; and WHEREAS, the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create a series of bonds under the Indenture to be designated as "First Mortgage Bonds, 12% Series due 1995" (hereinafter sometimes referred to as the "bonds of the Twenty- eighth Series"), the bonds of which series are to be limited in principal amount to an aggregate of $65,000,000, are to consist of registered bonds without coupons, are to bear interest at the rate per annum set forth in the title thereof and are to mature October 31, 1995; and WHEREAS, the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create one or more additional series of bonds under the Indenture, each such series to be created on the basis of the cancellation of some or all of the bonds of the Twenty-eighth Series, or on the basis of bonds so created being themselves paid, retired or canceled, and designated as "First Mortgage Bonds, Medium Term Note A Series" (all such series being hereinafter collectively referred to as the "Medium Term Note A Series"), the bonds of which are to be issued as registered bonds without coupons and are to bear interest and mature at the rate per annum (not in excess of 12%) and date set forth on the face thereof; and WHEREAS, the definitive registered bonds without coupons of the Twenty-eighth Series (certain of the provisions of which may be printed on the reverse side thereof) and the Trustee's certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: [GENERAL FORM OF REGISTERED BOND OF THE TWENTY-EIGHTH SERIES] CENTRAL ILLINOIS LIGHT COMPANY FIRST MORTGAGE BOND, 12% SERIES DUE 1995 Due October 31, 1995 No. ________ $_____________ CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois (hereinafter called the "Company"), for value received, hereby promises to pay to or registered assigns, on October 31, 1995, at the office or agency of the Company in the Borough of Manhattan, The City of New York, N. Y., dollars in lawful money of the United States of America, together with interest thereon from November 1, 1994 at the rate of twelve per centum (12%) per annum in like dollars. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any sinking fund established in accordance with the provisions of the Mortgage hereinafter mentioned for the bonds of any particular series) by an Indenture of Mortgage and Deed of Trust dated as of April 1st, 1933, executed by Illinois Power Company to Bankers Trust Company (hereinafter sometimes referred to as the "Trustee"), as Trustee, as amended by Supplemental Indenture dated as of June 30th, 1933, as assumed by the Company and as amended and supplemented by Indentures between the Company and the Trustee bearing subsequent dates, including the Supplemental Indenture dated as of November 1, 1994 (all of which indentures are herein collectively called the "Mortgage"), to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured. As more fully described in the Supplemental Indenture establishing the terms and provisions of the bonds of this series, the Company reserves the right, without any consent or other action by holders of the bonds of this series, to amend the Mortgage to provide that: the Mortgage, the rights and obligations of the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in principal amount of the bonds adversely affected; provided, however, that no modification shall (1) extend the time, or reduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Mortgage, without the consent of the holders of all bonds then outstanding, or (3) reduce the above percentage of the principal amount of bonds the holders of which are required to approve any such modification without the consent of the holders of all bonds then outstanding. The principal hereof may be declared or may become due on the conditions, with the effect, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. The bonds of this series are not redeemable prior to maturity. The bonds of this series are issuable as registered bonds without coupons in denominations of $1,000 and authorized multiples of $1,000. In the manner and upon payment of the charges prescribed in the Mortgage, registered bonds without coupons of this series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof, for cancellation, to the Trustee at its principal corporate trust office in the Borough of Manhattan, The City of New York, N. Y. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, N. Y., upon surrender and cancellation of this bond, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage, and upon payment, if the Company shall require it, of the charges therein prescribed. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. This bond shall not become obligatory until Bankers Trust Company, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY has caused this bond to be signed in its name by its President or a Vice President by a facsimile of his signature and a facsimile of its corporate seal to be printed hereon, attested by its Secretary or an Assistant Secretary by a facsimile of his signature. Dated CENTRAL ILLINOIS LIGHT COMPANY By__________________________________ President Attest: _______________________ Secretary [FORM OF TRUSTEE'S CERTIFICATE] This bond is one of the bonds of the series designated therein, described in the within-mentioned Mortgage. BANKERS TRUST COMPANY, as Trustee, By____________________________ Authorized Officer. and WHEREAS, the definitive registered bonds without coupons of each series of the Medium Term Note A Series (certain of the provisions of which may be printed on the reverse side thereof) and the Trustee's certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: [GENERAL FORM OF REGISTERED BOND OF THE MEDIUM TERM NOTE A SERIES] CENTRAL ILLINOIS LIGHT COMPANY FIRST MORTGAGE BOND, MEDIUM TERM NOTE A SERIES No. ________ $_____________ Maturity ______ Interest Rate _______ CUSIP - ICC No. ____ [Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois (hereinafter called the "Company"), for value received, hereby promises to pay to or registered assigns, on ___________, _____, at the office or agency of the Company in the Borough of Manhattan, The City of New York, N. Y., dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the interest payment date (___________ or __________) next preceding the date of this bond (or, if this bond is dated between the record date for any interest payment date and such interest payment date, then from such interest payment date), at the rate of ________________ per centum (_____%) per annum in like dollars, payable at its office or agency on ____________ and _____________ in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest so payable on any ____________ or __________ will, subject to certain exceptions provided in the Mortgage hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the __________ or __________, as the case may be, next preceding such interest payment date, or, if such __________ or __________ shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, N. Y., are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any sinking fund established in accordance with the provisions of the Mortgage hereinafter mentioned for the bonds of any particular series) by an Indenture of Mortgage and Deed of Trust dated as of April 1st, 1933, executed by Illinois Power Company to Bankers Trust Company (hereinafter sometimes referred to as the "Trustee"), as Trustee, as amended by Supplemental Indenture dated as of June 30th, 1933, as assumed by the Company and as amended and supplemented by Indentures between the Company and the Trustee bearing subsequent dates, including the Supplemental Indenture dated as of November 1, 1994 (all of which indentures are herein collectively called the "Mortgage"), to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured. As more fully described in the Supplemental Indenture establishing the terms and provisions of the bonds of this series, the Company reserves the right, without any consent or other action by holders of the bonds of this series, to amend the Mortgage to provide that: the Mortgage, the rights and obligations of the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in principal amount of the bonds adversely affected; provided, however, that no modification shall (1) extend the time, or reduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Mortgage, without the consent of the holders of all bonds then outstanding, or (3) reduce the above percentage of the principal amount of bonds the holders of which are required to approve any such modification without the consent of the holders of all bonds then outstanding. The principal hereof may be declared or may become due on the conditions, with the effect, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. The redemption provisions applicable to the bonds of this series are as follows: ___________ _________________________________________________________________ ____________________________ The bonds of this series are issuable as registered bonds without coupons in denominations of $1,000 and authorized multiplies of $1,000. In the manner and upon payment of the charges prescribed in the Mortgage, registered bonds without coupons of this series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof, for cancellation, to the Trustee at its principal corporate trust office in the Borough of Manhattan, The City of New York, N. Y. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, N. Y., upon surrender and cancellation of this bond, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage, and upon payment, if the Company shall require it, of the charges therein prescribed. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. Bonds of this series are to be issued initially under a book-entry only system and, except as hereinafter provided, registered in the name of The Depository Trust Company, New York, New York ("DTC") or its nominee, which shall be considered to be the holder of all of bonds of this series for all purposes of the Mortgage, including, without limitation, payment by the Company of principal of and interest on such bonds of this series and receipt of notices and exercise of rights of holders of such bonds of this series. There shall be a single bond of this series which shall be immobilized in the custody of DTC with the owners of book-entry interests in bonds of this series ("Book- Entry Interests") having no right to receive bonds of this series in the form of physical securities or certificates. Ownership of Book-Entry Interests shall be shown by book-entry on the system maintained and operated by DTC, its participants (the "Participants") and certain persons acting through the Participants. Transfers of ownership of Book-Entry Interests are to be made only by DTC and the Participants by that book-entry system, the Company and the Trustee having no responsibility therefor so long as bonds of this series are registered in the name of DTC or its nominee. DTC is to maintain records of the positions of Participants in bonds of this series, and the Participants and persons acting through Participants are to maintain records of the purchasers and owners of Book-Entry Interests. If DTC or its nominee determines not to continue to act as a depository for the bonds of this series in connection with a book-entry only system, another depository, if available, may act instead and the single bond of this series will be transferred into the name of such other depository or its nominee, in which case the above provisions will continue to apply but to the new depository. If the book-entry only system for bonds of this series is discontinued for any reason upon surrender and cancellation of the single bond of this series registered in the name of the then depository or its nominee, new registered bonds of this series will be issued in authorized denominations to the holders of Book-Entry Interests in principal amounts coinciding with the amounts of such Book-Entry Interests shown on the book-entry system immediately prior to the discontinuance thereof. Neither the Trustee nor the Company shall be responsible for the accuracy of the interests shown on that system. This bond shall not become obligatory until Bankers Trust Company, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY has caused this bond to be signed in its name by its President or a Vice President by a facsimile of his signature and a facsimile of its corporate seal to be printed hereon, attested by its Secretary or an Assistant Secretary by a facsimile of his signature. Dated CENTRAL ILLINOIS LIGHT COMPANY By_________________________________ President Attest: _______________________ Secretary [FORM OF TRUSTEE'S CERTIFICATE] This bond is one of the bonds of the series designated therein, described in the within-mentioned Mortgage. BANKERS TRUST COMPANY, as Trustee, By____________________________ Authorized Officer. WHEREAS, all things necessary to make the bonds of the Twenty-eighth Series and the bonds of each series of the Medium Term Note A Series when authenticated by the Trustee and issued as in the Indenture provided, the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been done and performed, and the creation execution and delivery of this Supplemental Indenture have in all respects been duly authorized; and WHEREAS, the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purpose of describing the bonds of the Twenty-eighth Series and each of the Medium Term Note A Series and of providing the terms and conditions of redemption thereof; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Central Illinois Light Company, in consideration of the premises and of one dollar to it duly paid by the Trustee at or before the unsealing and delivery of these presents, the receipt whereof is hereby acknowledged, and of the purchase and acceptance of the bonds issued or to be issued hereunder by the holders or registered owners thereof, and in order to secure the payment both of the principal and interest of all bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all of the provisions of the Indenture and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, pledged, set over and confirmed and by these presents doth grant, bargain, sell, release, convey, assign, transfer, pledge, set over and confirm unto Bankers Trust Company, as Trustee, and to its successor or successors in said trust, and to it and their assigns forever, all the properties of the Company located in the various counties in the State of Illinois described in Schedule A (which is identified by the signature of an officer of each party hereto at the end thereof) hereto annexed and made a part hereof. And all other property, real, personal and mixed, tangible and intangible of the character described in the granting clauses of the aforesaid Indenture of Mortgage and Deed of Trust dated as of April 1st, 1933 or in any indenture supplemental thereto acquired by the Company on or after the date of the execution and delivery of said Indenture of Mortgage and Deed of Trust (except any in said Indenture of Mortgage and Deed of Trust or in any indenture supplemental thereto expressly excepted) now owned or hereafter acquired by the Company and wheresoever situated. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Article XI of the Indenture), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. TO HAVE AND TO HOLD all such properties, real, personal and mixed, mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever. IN TRUST, NEVERTHELESS, upon the terms and trusts of the Indenture, for those who shall hold the bonds and coupons issued and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the Indenture (and subject to any sinking funds that may be created for the benefit of any particular series). PROVIDED, HOWEVER, and these presents are upon the condition that, if the Company, its successors or assigns, shall pay or cause to be paid, the principal of and interest on said bonds, at the times and in the manner stipulated therein and herein, and shall keep, perform and observe all and singular the covenants and promises in said bonds and in the Indenture expressed to be kept, performed and observed by or on the part of the Company, then this Supplemental Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect. IT IS HEREBY COVENANTED, DECLARED AND AGREED by the Company that all such bonds and coupons are to be issued, authenticated and delivered, and that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts in the Indenture set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successor or successors in such trust, for the benefit of those who shall hold said bonds as follows: SECTION 1. The bonds of the Twenty-eighth Series shall mature on the date appearing in the form of bond relating thereto hereinbefore set forth, shall bear interest at the annual rate designated in the title thereof, payable at maturity, and shall be designated as the Company's First Mortgage Bonds of the series hereinbefore set forth. Both principal of and interest on the bonds shall be payable in lawful money of the United States of America at the office or agency of the Company in the Borough of Manhattan, The City of New York, N. Y. Definitive bonds of the Twenty-eighth Series will be issued, originally or otherwise, only as registered bonds without coupons; and they and the Trustee's certificate of authentication shall be substantially in the forms hereinbefore recited, respectively. Registered bonds of the Twenty-eighth Series may be issued in any one or more denominations of $1,000 and authorized multiples of $1,000. In the manner and upon payment of the charges prescribed in the Indenture, registered bonds without coupons of the Twenty-eighth Series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof for cancellation, to the Trustee at its principal corporate trust office in the Borough of Manhattan, The City of New York, N. Y. However, notwithstanding the provisions of Section 14 of the Indenture, no charge shall be made upon any transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company. Except as provided in this Section, every registered bond without coupons of the Twenty-eighth Series shall be dated and shall bear interest as provided in Section 12 of the Indenture. Bonds of the Twenty-eighth Series shall not be redeemable prior to maturity. SECTION 2. The bonds of each series of the Medium Term Note A Series shall be designated as the Company's First Mortgage Bonds of the Medium Term Note A Series. The date of maturity applicable to, and the rate of interest borne by, the bonds of the Medium Term Note A Series may differ between series but shall be the same within any particular series. The date of maturity of any particular series of the Medium Term Note A Series and the interest rate to be borne thereby, respectively, shall be the tenth anniversary of the original date of issuance thereof and twelve per centum (12%) per annum unless a Resolution is adopted establishing a different maturity date (not less than nine months nor more than thirty years from the original date of issuance of the series involved) or a lower interest rate, or both, in which case such different maturity date or interest rate shall apply. In all cases, the applicable maturity date and interest rate shall be set forth on each bond of the Medium Term Note A Series prior to its issuance. Interest on the bonds of any particular series of the Medium Term Note A Series shall be payable semi- annually based on the six months anniversary of the original date of issuance of the series involved or as otherwise set forth in a Resolution. Both principal of and interest on the bonds shall be payable in lawful money of the United States of America at the office or agency of the Company in the Borough of Manhattan, The City of New York, N. Y. Definitive bonds of the Medium Term Note A Series will be issued, originally or otherwise, only as registered bonds without coupons; and they and the Trustee's certificate of authentication shall be substantially in the forms hereinbefore recited, respectively. Registered bonds of the Medium Term Note A Series may be issued in any one or more denominations of $1,000 and authorized multiples of $1,000. In the manner and upon payment of the charges prescribed in the Indenture, registered bonds without coupons of a particular series of bonds of the Medium Term Note A Series may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series, upon presentation and surrender thereof for cancellation, to the Trustee at its principal corporate trust office in the Borough of Manhattan, The City of New York, N. Y. However, notwithstanding the provisions of Section 14 of the Indenture, no charge shall be made upon any transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company. The person in whose name any registered bond without coupons of the Medium Term Note A Series is registered at the close of business on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such registered bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date may be established by the Company by notice mailed to the holders of bonds not less than ten days preceding such record date, which record date shall be not more than thirty days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the fifteenth day prior to such interest payment date, or, if such fifteenth day shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, N. Y., are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. Except as provided in this Section, every registered bond without coupons of the Medium Term Note A Series shall be dated and shall bear interest as provided in Section 12 of the Indenture; provided, however, that, so long as there is no existing default in the payment of interest on the bonds, the holder of any bond authenticated by the Trustee between the record date for any interest payment date and such interest payment date shall not be entitled to the payment of the interest due on such interest payment date and shall have no claim against the Company with respect thereto; provided, further, that, if and to the extent the Company shall default in the payment of the interest due on such interest payment date, then any such bonds shall bear interest from the interest payment date next preceding the date of such bond, to which interest has been paid or, if the Company shall be in default with respect to the interest due on the first interest payment date therefor, then from the original date of issuance thereof. Bonds of any particular series of the Medium Term Note A Series shall not be redeemable prior to their maturity unless a Resolution is adopted specifying that the bonds of such series are redeemable prior to their maturity and the circumstances under which such redemption may or shall take place. If redemption terms are established for any series of the Medium Term Note A Series, such terms shall be set forth on each bond of that series prior to the issuance thereof. Redemption of any bonds of the Medium Term Note A Series shall be in the manner provided in Article X of the Indenture, upon notice given by mailing the same to the holders of bonds not less than thirty days and not more than forty-five days prior to the date of redemption, at the principal amounts of the bonds so to be redeemed and accrued interest to the date of redemption. If applicable to the redemption provisions established for bonds of the Medium Term Note A Series, the term "maintenance provisions of the Indenture" shall mean the provisions of Section 43 of the Indenture; and the term "proceeds of property released pursuant to the provisions of Section 68 of the Indenture" shall mean the proceeds of any of the mortgaged and pledged property taken by exercise of the power of eminent domain or purchased by any governmental body or agency in the exercise of any right which it may have to purchase any part of the mortgaged and pledged property and which shall have been paid over to the Trustee pursuant to the provisions of Section 68 of the Indenture, including any cash received by the Trustee on account of the principal of any obligations secured by purchase money mortgage upon any property so taken or purchased. SECTION 3 The Company reserves the right, without any consent or other action by holders of the bonds of the Twenty- eighth Series or any series of the Medium Term Note A Series, or any subsequent series of bonds, to amend the Indenture by inserting the following language as Section 115A immediately following current Section 115 of the Indenture: "SECTION 115A. With the consent of the holders of not less than sixty per centum (60%) in principal amount of the bonds at the time outstanding or their attorneys-in-fact duly authorized, or, if the rights of the holders of one or more, but not all, series then outstanding are affected, the consent of the holders of not less than sixty per centum (60%) in aggregate principal amount of the bonds at the time outstanding of all affected series, taken together, and not any other series, the Company, when authorized by a resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or modifying the rights and obligations of the Company and the rights of the holders of any of the bonds and coupons; provided, however, that no such supplemental indenture shall (1) extend the maturity of any of the bonds or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or reduce any premium, payable on the redemption thereof or change the coin or currency in which any bond or interest thereon is payable, without the consent of the holder of each bond so affected, or (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of this Indenture, without the consent of the holders of all the bonds then outstanding, or (3) reduce the aforesaid percentage of the principal amount of bonds the holders of which are required to approve any such supplemental indenture, without the consent of the holders of all the bonds then outstanding. For the purposes of this Section, bonds shall be deemed to be affected by a supplemental indenture if such supplemental indenture adversely affects or diminishes the rights of holders thereof against the Company or against its property. Upon the written request of the Company, accompanied by a resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of bondholders as aforesaid (the instrument or instruments evidencing such consent to be dated within one year of such request), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee shall be entitled to receive and, subject to Section 102 of the Indenture and Article Four of the Supplemental Indenture dated as of April 1st, 1940, may rely upon, an opinion of counsel as conclusive evidence that any such supplemental indenture is authorized or permitted by the provisions of this Section. It shall not be necessary for the consent of the bondholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Company and the Trustee, if they so elect, and either before or after such 60% or greater consent has been obtained, may require the holder of any bond consenting to the execution of any such supplemental indenture to submit his bond to the Trustee or to such bank, banker or trust company as may be designated by the Trustee for the purpose, for the notation thereon of the fact that the holder of such bond has consented to the execution of such supplemental indenture, and in such case such notation, in form satisfactory to the Trustee, shall be made upon all bonds so submitted, and such bonds bearing such notation shall forthwith be returned to the persons entitled thereto. All subsequent holders of bonds bearing such notation shall be deemed to have consented to the execution of such supplemental indenture, and consent, once given or deemed to be given, may not be withdrawn. Prior to the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall publish a notice, setting forth in general terms the substance of such supplemental indenture, at least once in one daily newspaper of general circulation in each city in which the principal of any of the bonds shall be payable, or, if all bonds outstanding shall be registered bonds without coupons or coupon bonds registered as to principal, such notice shall be sufficiently given if mailed, first class, postage prepaid, and registered if the Company so elects, to each registered holder of bonds at the last address of such holder appearing on the registry books, such publication or mailing, as the case may be, to be made not less than thirty days prior to such execution. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture." SECTION 4. As supplemented and amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and this Supplemental Indenture and all the terms and conditions herein contained shall be deemed a part thereof. SECTION 5. Except as herein otherwise expressly provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture, other than as set forth in the Indenture as heretofore amended and supplemented. The Trustee shall not be responsible for the recitals herein or in the bonds (other than in the authentication certificate of the Trustee), all of which are made by the Company solely. SECTION 6. This Supplemental Indenture may be executed in several counterparts and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, CENTRAL ILLINOIS LIGHT COMPANY, party of the first part hereto, and BANKERS TRUST COMPANY, party of the second part hereto, have caused these presents to be executed in their respective names by their respective Presidents or one of their Vice Presidents or one of their Assistant Vice Presidents or their respective Treasurers and their respective seals to be hereunto affixed and attested by their respective Secretaries or one of their Assistant Secretaries, all as of the day and year first above written. CENTRAL ILLINOIS LIGHT COMPANY, By _________________________________ William R. Dodds Treasurer [SEAL] Attest: _____________________ John G. Sahn Secretary Signed, sealed and acknowledged on behalf of CENTRAL ILLINOIS LIGHT COMPANY in the presence of: _____________________ _____________________ BANKERS TRUST COMPANY, By_________________________________ [NAME] [Assistant] Vice President [SEAL] Attest: ________________________ [NAME] [Assistant] Secretary Signed, sealed and acknowledged on behalf of BANKERS TRUST COMPANY in the presence of: ______________________ ______________________ STATE OF ILLINOIS ) ) ss: COUNTY OF PEORIA ) On this ____ day of __________, 1994, before me personally came W.R. Dodds, to me known, who being by me duly sworn, did depose and say that he resides at 241 New Salem Dr., Canton, Illinois 61520; that he is Treasurer of CENTRAL ILLINOIS LIGHT COMPANY, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto by like order. _______________________________ [SEAL] STATE OF ILLINOIS ) ) ss: COUNTY OF PEORIA ) I, ________________, do hereby certify that W.R. Dodds and J.G. Sahn, personally known to me to be the same persons whose names are, respectively, as Treasurer and Secretary of CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act for the uses and purposes therein set forth. _______________________________ Dated, ____________, 1994. [SEAL] STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On this ____ day of __________, 1994, before me personally came ______________, to me known, who being by me duly sworn, did depose and say that [s]he resides at ____________________________ ____________________; that [s]he is an [Assistant] Vice President of BANKERS TRUST COMPANY, the corporation described in and which executed the foregoing instrument; that [s]he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that [s]he signed her/his name thereto by like order. ________________________________ [SEAL] STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) I, ___________, do hereby certify that ______________ and ____________, personally known to me to be the same persons whose names are, respectively, as [Assistant] Vice President and [Assistant] Secretary of BANKERS TRUST COMPANY, a corporation of the State of New York, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act for the uses and purposes therein set forth. ________________________________ Dated, ___________, 1994. [SEAL] SCHEDULE A Detailed Description of Additional Properties Signed for identification ______________________________ J.G. Sahn, Secretary Central Illinois Light Company ______________________________ [NAME] [Assistant] Vice President Bankers Trust Company EX-5 3 EXHIBIT 5 Exhibit 5 November 3, 1994 Central Illinois Light Company 300 Liberty Street Peoria, IL 61602 Dear Sirs: I have examined the Registration Statement proposed to be filed by Central Illinois Light Company (hereinafter called the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of $65,000,000 principal amount of the Company's first mortgage bonds, to be issued in one or more series (hereinafter called the "New Bonds"), under the Indenture of Mortgage and Deed of Trust (hereinafter called the "Mortgage"), dated as of April 1, 1933, between Illinois Power Company and Bankers Trust Company, as Trustee, as amended and supplemented by various supplemental Indentures thereto and assumed by the Company and as to be further supplemented by one or more supplemental Indentures thereto relating to the New Bonds (the "Supplemental Indenture"). In connection therewith, I have reviewed such documents and records as I have deemed necessary to enable me to express the opinion set forth herein. I am of the opinion that, upon the issuance of an appropriate order or orders by the Illinois Commerce Commission and compliance therewith by the Company, upon compliance with the relevant provisions of the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, upon adoption of appropriate resolutions by the Board of Directors of the Company, upon compliance with the applicable securities or "blue sky" laws of various jurisdictions, and when the Supplemental Indenture has been duly executed and delivered by the proper officers of the Company and the Trustee, and when the New Bonds have been executed, authenticated and delivered in accordance with the terms of the Mortgage and the Supplemental Indenture and sold and paid for upon the terms to be set forth in a supplement or supplements to the prospectus constituting a part of the aforementioned Registration Statement, they will be valid, binding and legal obligations of the Company, except as limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). I hereby consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement and to the statements with respect to me under the headings "Legal Opinions" and "Experts" in said Registration Statement. Very truly yours, /s/ Timothy W. Kirk -------------------------- Timothy W. Kirk, Esq. Director - General Counsel EX-12 4 EXHIBIT 12 Exhibit 12 CENTRAL ILLINOIS LIGHT COMPANY Computation of Ratio of Earnings to Fixed Charges Twelve Months Ended ------------------- June December 31, 30, 1994 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- ---- (Thousands of dollars) Earnings, as defined: Net Income $38,184 $37,678 $35,636 $44,231 $40,966 $44,430 Income Taxes 22,183 20,368 17,723 22,329 20,500 22,179 Fixed Charges, as 25,573 26,335 25,130 24,295 24,095 24,540 below ------- ------- ------- ------- ------- ------- Total Earnings, as $85,940 $84,381 $78,489 $90,855 $85,561 $91,149 defined ======= ======= ======= ======= ======= ======= Fixed Charges, as defined: Interest on COLI $ 1,730 $ 1,434 $ 930 $ 870 $ 868 $ 798 Interest on Short- 342 592 180 0 0 0 Term Debt Interest on Long- 19,572 19,753 20,747 21,285 21,399 21,968 Term Debt Amortization of Debt Discount & 676 624 410 96 97 107 Expense and Premium Miscellanous Interest Expense 898 1,485 2,448 1,591 1,320 1,205 Interest Portion of 2,355 2,447 415 453 411 462 Rentals ------- ------- ------- ------- ------- ------- Total Fixed Charges, as $25,573 $26,335 $25,130 $24,295 $24,095 $24,540 defined ======= ======= ======= ======= ======= ======= Ratio of Earnings to Fixed Charges 3.36 3.20 3.12 3.74 3.55 3.71 ==== ==== ==== ==== ==== ==== EX-23 5 EXHIBIT 23(A) Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ------------------------------------------ As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 4, 1994, included in Central Illinois Light Company's Form 10-K for the year ended December 31, 1993, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Chicago, Illinois November 3, 1994 EX-24 6 EXHIBIT 24 Exhibit 24 CILCO Central Illinois Light Company 300 Liberty St. Peoria, IL 61802-1404 February 22, 1994 Mr. R.W. Slone Mr. T.S. Romanowski 300 Liberty Street Peoria, Illinois 61602 Mr. J.H. Byington, Jr. and Mr. R.L. Harden One Battery Park Plaza New York, New York 10004 Gentlemen: Central Illinois Light Company proposes to file a Registration Statement with the Securities and Exchange Commission with respect to the issuance and sale of not more than $65,000,000 principal amount of its First Mortgage Bonds in one or more series. Such Registration Statement will include a prospectus and be accompanied by certain exhibits. We hereby make, constitute and appoint each of you and any one of you our true and lawful attorney for each of us and in each of our names, places and steads, both in our individual capacities as directors and that of officers of Central Illinois Light Company, to sign and cause to be filed with the Securities and Exchange Commission said Registration Statement and any appropriate amendment or amendments to said Registration Statement, to be accompanied by a prospectus or by any appropriately amended prospectus and any necessary exhibits. The undersigned, Central Illinois Light Company, also authorizes you and any one of you to sign said Registration Statement and any amendment or amendments thereto on its behalf as attorney-in-fact for its respective officers, and to file the same as aforesaid together with a prospectus and exhibits. Very truly yours, CENTRAL ILLINOIS LIGHT COMPANY /s/ R.W. Slone --------------------------- R. W. Slone, Chairman of the Board, President and Chief Executive Officer (Power of attorney with respect to the Registration Statement related to the issuance and sale of not more than $65,000,000 principal amount of First Mortgage Bonds in one or more series.) M. ALEXIS R. W. SLONE --------------------------------- ------------------------------ M. Alexis R. W. Slone J. R. BRAZIL K. E. SMITH --------------------------------- ------------------------------ J. R. Brazil K.E. Smith W. BUNN III R. N. ULLMAN --------------------------------- ------------------------------ W. Bunn III R. N. Ullman --------------------------------- ------------------------------ D. E. Connor J. M. Unland H. S. PEACOCK J. F. VERGON --------------------------------- ------------------------------ H. S. Peacock J. F. Vergon W. M. SHAY M. M. YEOMANS --------------------------------- ------------------------------ W. M. Shay M. M. Yeomans T. S. ROMANOWSKI R. L. BEETSCHEN --------------------------------- ------------------------------ T. S. Romanowski, Vice President R. L. Beetschen, Controller and Chief Planning Officer Extract from Minutes of Meeting of the Board of Directors of Central Illinois Light Company held February 22, 1994 ---------------------------------- Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED: That for the purpose of executing and completing a registration statement on Form S-3 and prospectus to be filed with the Securities and Exchange Commission in connection with the issuance and sale of not more than $65,000,000 principal amount of its First Mortgage Bonds, in one or more series, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, the Company, its officers and members of its Board of Directors are authorized to give their several powers of attorney to R.W. Slone, T.S. Romanowski, J.H. Byington, Jr. and R. L. Harden, or any one of them, in such form as the officers of the Company may determine and as counsel may advise. **************** I, J.G. Sahn, Secretary of Central Illinois Light Company, do hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at meeting of the Board of Directors of Central Illinois Light Company, duly held February 22, 1994, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded, but is still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company this 3rd day of November, 1994. /s/ J.G. Sahn ------------------------- J.G. Sahn (S E A L) EX-25 7 EXHIBIT 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2)_____ ---------------------------------- BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of incorporation (I.R.S. Employer if not a U.S. national bank) Identification no.) Four Albany Street New York, New York 10006 (Address of principal (Zip Code) executive offices) ------------------------- CENTRAL ILLINOIS LIGHT COMPANY (Exact name of obligor as specified in the charter) ILLINOIS 37-0211050 (State or other jurisdiction (I.R.S. employer of incorporation or organization) Identification no.) 300 LIBERTY STREET PEORIA, ILLINOIS 61602 (Address of principal (Zip Code) executive offices) ---------------------- FIRST MORTGAGE BONDS (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee. (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Federal Reserve Bank (2nd District) New York, N.Y. Federal Deposit Insurance Corporation Washington, D.C. New York State Banking Department Albany, N.Y. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the Trustee, describe each such affiliation. None. Item 16. List of Exhibits. Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 7, 1990 and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 28, 1994 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 33-79862. Exhibit 2 - Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. Exhibit 4 - A copy of existing By-Laws of Bankers Trust Company, dated as amended on September 21, 1993. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 33-52359. Exhibit 5 - Not applicable. Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864. Exhibit 7 - A copy of the latest report of condition of Bankers Trust Company dated as of June 30, 1994 - Incorporated herein by reference to Exhibit 7 filed with Form T-1 Statement, Registration 33-83618 Exhibit 8 - Not Applicable Exhibit 9 - Not Applicable SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Bankers Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 2nd day of November, 1994. BANKERS TRUST COMPANY By /s/ Scott Thiel ------------------- Scott Thiel Assistant Treasurer -----END PRIVACY-ENHANCED MESSAGE-----