8-K 1 ameren8k92404.txt AMEREN8K9-24-2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 Entry into a Material Definitive Agreement. On September 24, 2004, a separation and release agreement entered into on September 17, 2004 between Ameren Services Company, on behalf of itself and its subsidiaries and affiliates, including the Registrants, and Garry L. Randolph, Senior Vice President and Chief Nuclear Officer of Union Electric Company and Senior Vice President of Central Illinois Public Service Company, Ameren Energy Generating Company, CILCORP Inc. and Central Illinois Light Company, became effective and enforceable. The agreement provides for Mr. Randolph's retirement from these Ameren companies effective December 31, 2004 and provides for the following payments or benefits to him: (i) a fee of $350,000 (including reimbursement of expenses) for providing consulting services for one year from January 1, 2005 through December 31, 2005; (ii) continued vesting of restricted stock awards as if employment were continued; (iii) for 36 months after December 31, 2004, continued right to exercise his outstanding options to purchase shares of Ameren Corporation's common stock in accordance with their terms; (iv) senior executive level career transition services; (v) rights to convert his current life insurance coverage; and (vi) eligibility to participate in the retiree medical plan. The agreement also provides that Mr. Randolph will not receive an annual bonus under Ameren Corporation's 2004 Executive Incentive Plan. Included as Exhibit 10.1 is the Separation and Release Agreement. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits. The following exhibit is included with this Report: Exhibit No. Description ------- ----------- 10.1 Separation and Release Agreement of Garry L. Randolph. This combined Form 8-K is being filed separately by Ameren Corporation, Union Electric Company, Central Illinois Public Service Company, Ameren Energy Generating Company, CILCORP Inc. and Central Illinois Light Company (each, a "registrant"). 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. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Warner L. Baxter -------------------------------------- Warner L. Baxter Executive Vice President and Chief Financial Officer (Principal Financial Officer) UNION ELECTRIC COMPANY (Registrant) /s/ Warner L. Baxter -------------------------------------- Warner L. Baxter Executive Vice President and Chief Financial Officer (Principal Financial Officer) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Registrant) /s/ Warner L. Baxter -------------------------------------- Warner L. Baxter Executive Vice President and Chief Financial Officer (Principal Financial Officer) AMEREN ENERGY GENERATING COMPANY (Registrant) /s/ Warner L. Baxter -------------------------------------- Warner L. Baxter Executive Vice President and Chief Financial Officer (Principal Financial Officer) 4 CILCORP Inc. (Registrant) /s/ Warner L. Baxter -------------------------------------- Warner L. Baxter Executive Vice President and Chief Financial Officer (Principal Financial Officer) CENTRAL ILLINOIS LIGHT COMPANY (Registrant) /s/ Warner L. Baxter -------------------------------------- Warner L. Baxter Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: September 24, 2004 5 Exhibit Index ------------- Exhibit No. Description ----------- ----------- 10.1 Separation and Release Agreement of Garry L. Randolph. 6