8-K 1 february2form8k.txt FORM 8-K - FEBRUARY 2, 2004 WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2004 Exact Name of Registrant as specified in its charter; Commission State of Incorporation; IRS Employer File Number Address and Telephone Number Identification No ----------- ---------------------------- ------------------ 1-14756 Ameren Corporation 43-1723446 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-2967 Union Electric Company 43-0559760 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-3672 Central Illinois Public Service Company 37-0211380 (Illinois Corporation) 607 East Adams Street Springfield, Illinois 62739 (217) 523-3600 333-56594 Ameren Energy Generating Company 37-1395586 (Illinois Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 2-95569 CILCORP Inc. 37-1169387 (Illinois Corporation) 300 Liberty Street Peoria, Illinois 61602 (309) 677-5230 1-2732 Central Illinois Light Company 37-0211050 (Illinois Corporation) 300 Liberty Street Peoria, Illinois 61602 (309) 677-5230 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On February 3, 2004, Ameren Corporation ("Ameren") and Dynegy Corporation ("Dynegy") announced that they, together with certain subsidiaries of Dynegy, had entered into a Stock Purchase Agreement, dated as of February 2, 2004 (the "Agreement"), which sets forth the terms and conditions pursuant to which Ameren will acquire Illinois Power Company ("IPC"), a subsidiary of Dynegy, and Dynegy's 20 percent interest in Electric Energy, Inc. For additional information, reference is made to the press release dated February 3, 2004, which is included as Exhibit 99.1, and the text of the Agreement, which is included as Exhibit 2.1, both of which are hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable (b) Not applicable (c) The following exhibits are included with this Report: Exhibit No. Description -------- ----------- 2.1 Stock Purchase Agreement, dated as of February 2, 2004, among Ameren, Dynegy, Illinova and Illinova Generating Company. 99.1 Press Release, dated February 3, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The press release attached as Exhibit 99.1 and incorporated herein by reference discloses updated estimates by Ameren of its earnings per share for the year ended December 31, 2003. The combined Form 8-K is being filed separately by Ameren, Union Electric Company, Central Illinois Public Service Company, Ameren Energy Generating Company, CILCORP Inc. and Central Illinois Light Company (Registrants). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant. SIGNATURES Pursuant to the requirements of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. AMEREN CORPORATION (Registrant) /s/ Martin J. Lyons ------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) UNION ELECTRIC COMPANY (Registrant) /s/ Martin J. Lyons ------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Registrant) /s/ Martin J. Lyons ------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) AMEREN ENERGY GENERATING COMPANY (Registrant) /s/ Martin J. Lyons -------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) CILCORP Inc. (Registrant) /s/ Martin J. Lyons ------------------------------------ Martin J. Lyons Vice President and Controller (Principal Accounting Officer) Central Illinois Light Company (Registrant) /s/ Martin J. Lyons ------------------------------------ Martin J. Lyons Vice President and Controller (Principal Accounting Officer) Date: February 3, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ------------ 2.1 Stock Purchase Agreement, dated as of February 2, 2004, among Ameren, Dynegy, Illinova and Illinova Generating Company. 99.1 Press release issued on February 3, 2004 by Ameren Corporation.