-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PXvduy8QaWlQg7Bbt6BYnUJ8hX1iN9/YmNiPT+l5JTw4OG/YDcyAIsmDZZ5gen9g uk4f8fjcrYA6W+h+um3xOA== 0000018654-03-000007.txt : 20030401 0000018654-03-000007.hdr.sgml : 20030401 20030401154655 ACCESSION NUMBER: 0000018654-03-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000018654 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211380 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03672 FILM NUMBER: 03634365 BUSINESS ADDRESS: STREET 1: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 BUSINESS PHONE: 3145543356 MAIL ADDRESS: STREET 1: CENTRAL ILLINOIS PUBLIC SERVICE CO STREET 2: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 10-K/A 1 cips10-kamend2002.txt AMENDMENT TO CIPS' 2002 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 OR ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . COMMISSION FILE NUMBER 1-3672 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) Illinois 37-0211380 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 607 East Adams Street, Springfield, Illinois 62739 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (217) 523-3600 Securities Registered Pursuant to Section 12(b) of the Act: None. Securities Registered Pursuant to Section 12(g) of the Act: Title Of Class Cumulative Preferred Stock, par value $100 per share Depositary Shares, each representing one-fourth of a share of 6.625% Cumulative Preferred Stock, par value $100 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ( X ). No ( ). Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X). Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ( ). No (X). As of June 28, 2002, Ameren Corporation held all 25,452,373 outstanding shares of common stock, without par value, of Central Illinois Public Service Company. The aggregate market value of the voting preferred stock held by non-affiliates of Central Illinois Public Service Company at June 28, 2002, determined by trader derived valuations based on current market conditions on a spread basis (excluding preferred stock for which prices are not publicly available) was $28,200,000. Shares of Common Stock without par value, outstanding as of March 21, 2003: 25,452,373 shares (all owned by Ameren Corporation). Documents incorporated by references. Portions of the registrant's definitive proxy statement for the 2003 annual meeting are incorporated by reference into Part III. EXPLANATORY NOTE All documents identified as being filed with our Form 10-K for the fiscal year ended December 31, 2002 were filed except Exhibit 12.2 Statement of Computations of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements which is being filed with this amendment to Form 10-K. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (C) Exhibits. Exhibit No. Description ----------- ----------- 3.1(i) Restated Articles of Incorporation of Central Illinois Public Service Company d/b/a AmerenCIPS (AmerenCIPS) (March 31, 1994 Form 10-Q, Exhibit 3(b)). 3.2(ii) By-Laws of AmerenCIPS as amended effective January 21, 2003 (2002 Form 10-K, Exhibit 3.2(ii)). 4.1 Indenture of Mortgage or Deed of Trust dated October 1, 1941, from AmerenCIPS to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustees (U.S. Bank Trust National Association and Patrick J. Crowley are successor Trustees) (Exhibit 2.01 in File No. 2-60232). 4.2 Supplemental Indentures dated, respectively September 1, 1947, January 1, 1949, February 1, 1952, September 1, 1952, June 1, 1954, February 1, 1958, January 1, 1959, May 1, 1963, May 1, 1964, June 1, 1965, May 1, 1967, April 1, 1970, April 1, 1971, September 1, 1971, May 1, 1972, December 1, 1973, March 1, 1974, April 1, 1975, October 1, 1976, November 1, 1976, October 1, 1978, August 1, 1979, February 1, 1980, February 1, 1986, May 15, 1992, July 1, 1992, September 15, 1992, April 1, 1993, June 1, 1995, March 15, 1997, June 1, 1997, December 1, 1998 and June 1, 2001 between AmerenCIPS and the Trustees under the Indenture of Mortgage or Deed of Trust referred to above as Exhibit 4.1 (Amended Exhibit 7(b) in File No. 2-7341; Second Amended Exhibit 7.03 in File No. 2-7795; Second Amended Exhibit 4.07 in File No. 2-9353; Amended Exhibit 4.05 in file No. 2-9802; Amended Exhibit 4.02 in File No. 2-10944; Amended Exhibit 2.02 in File No. 2-13866; Amended Exhibit 2.02 in File No. 2-14656; Amended Exhibit 2.02 in File No.2-21345; Amended Exhibit 2.02 in File No. 2-22326; Amended Exhibit 2.02 in File No. 2-23569; Amended Exhibit 2.02 in File No. 2-26284; Amended Exhibit 2.02 in File No. 2-36388; Amended Exhibit 2.02 in File No. 2-39587; Amended Exhibit 2.02 in File No. 2-41468; Amended Exhibit 2.02 in File No. 2-43912; Exhibit 2.03 in File No. 2-60232; Amended Exhibit 2.02 in File No. 2-50146; Amended Exhibit 2.02 in File No. 2-52886; Second Amended Exhibit 2.04 in File No. 2-57141; Amended Exhibit 2.04 in File No. 2-57557; Amended Exhibit 2.06 in File No. 2-62564; Exhibit 2.02(a) in File No. 2-65914; Amended Exhibit 2.02(a) in File No. 2-66380; and Amended Exhibit 4.02 in File No. 33-3188; Exhibit 4.02 to Form 8-K dated May 15, 1992; Exhibit 4.02 to Form 8-K dated July 1, 1992; Exhibit 4.02 to Form 8-K dated September 15, 1992; Exhibit 4.02 to Form 8-K dated March 30, 1993; Exhibit 4.03 to Form 8-K dated June 5, 1995; Exhibit 4.03 to Form 8-K dated March 15, 1997; Exhibit 4.03 to Form 8-K dated June 1, 1997; Exhibit 4.2, in File No. 333-59438; and Exhibit 4.1 to June 30, 2001 Form 10-Q.) 4.3 Indenture dated as of December 1, 1998 from AmerenCIPS to The Bank of New York relating to Senior Notes, 5.375% due 2008 and 6.125% due 2028 (File No. 333-59438, Exhibit 4.4). 10.1 * Form of Director's Retirement Income Plan (1990 Form 10-K, Exhibit 10.04). 10.2 * Form of Excess Benefit Plan (1994 Form 10-K, Exhibit 10.10). 2 Exhibit No. Description ----------- ----------- 10.3 * Amendment to Form of Excess Benefit Plan (1995 Form 10-K, Exhibit 10.07). 10.4 * Form of Special Executive Retirement Plan (1994 Form 10-K, Exhibit 10.11). 10.5 * Amendment to Form of Special Executive Retirement Plan (1995 Form 10-K, Exhibit 10.09). 10.6 * Ameren Corporation (Ameren) Long-Term Incentive Plan of 1998 (Ameren's 1998 Form 10-K, Exhibit 10.1). 10.7 * Ameren Change of Control Severance Plan (Ameren's 1998 Form 10-K, Exhibit 10.2). 10.8 * Ameren Deferred Compensation Plan for Members of the Ameren Leadership Team as amended and restated effective January 1, 2001 (Ameren's 2000 Form 10-K, Exhibit 10.1). 10.9 * Ameren Deferred Compensation Plan for Members of the Board of Directors (Ameren's 1998 Form 10-K, Exhibit 10.4). 10.10 * Ameren Executive Incentive Compensation Program Elective Deferral Provisions for Members of the Ameren Leadership Team as amended and restated effective January 1, 2001 (Ameren's 2000 Form 10-K, Exhibit 10.2). 10.11 Asset Transfer Agreement between AmerenEnergy Generating Company (Generating Company) and AmerenCIPS (June 30, 2000 Form 10-Q, Exhibit 10). 10.12 Amended Electric Power Supply Agreement between Generating Company and AmerenEnergy Marketing Company (Marketing Co.) (File No. 333-56594, Exhibit 10.2). 10.13 2nd Amended Electric Power Supply Agreement between Generating Company and Marketing Co. (Ameren March 31, 2001 Form 10-Q, Exhibit 10.1). 10.14 Electric Power Supply Agreement between Marketing Co. and AmerenCIPS (File No. 333-56594, Exhibit 10.3). 10.15 Amended Electric Power Supply Agreement between Marketing Co. and AmerenCIPS (Ameren March 31, 2001 Form 10-Q, Exhibit 10.2). 10.16 Amended Joint Dispatch Agreement among Generating Company, AmerenCIPS and Union Electric Company d/b/a AmerenUE (AmerenUE) (File No. 333-56594, Exhibit 10.4). 10.17 Amended and Restated Appendix I ITC Agreement dated February 14, 2003 between the Midwest Independent Transmission System Operator, Inc. (Midwest ISO) and GridAmerica LLC (GridAmerica) (Ameren 2002 Form 10-K, Exhibit 10.17). 10.18 Amended and Restated Limited Liability Company Agreement of GridAmerica dated February 14, 2003 (Ameren 2002 Form 10-K, Exhibit 10.18). 10.19 Amended and Restated Master Agreement by and among GridAmerica, GridAmerica Holdings Inc., GridAmerica Companies and National Grid USA dated February 14, 2003 (Ameren Form 10-K, Exhibit 10.19). 10.20 Amended and Restated Operation Agreement by and among AmerenUE, AmerenCIPS, American Transmission Systems Inc., Northern Indiana Public Service Company and GridAmerica dated February 14, 2003 (Ameren 2002 Form 10-K, Exhibit 10.20). 12.2 ** Statement of Computations of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements. 23.1 Consent of Independent Accountants (2002 Form 10-K, Exhibit 23.1). 3 Exhibit No. Description ----------- ----------- 99.1 Certificate of Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002 (2002 Form 10-K, Exhibit 99.1). 99.2 Certificate of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002 (2002 Form 10-K, Exhibit 99.2). -------------------- * Management compensatory plan or arrangement. ** Filed herewith. Exhibits Available Upon Request The following instruments defining the rights of holders of certain unregistered long-term debt of the Company have not been filed with the SEC but will be furnished upon request. Loan Agreement dated January 1, 1993, between AmerenCIPS and Illinois Development Finance Authority (IDFA) in connection with IDFA's $35,000,000, 6-3/8% Pollution Control Revenue Refunding Bonds (Central Illinois Public Service Company Project) 1993 Series A, due January 1, 2028. Loan Agreement dated June 1, 1993, between AmerenCIPS and IDFA in connection with IDFA's $17,500,000 Pollution Control Revenue Refunding Bonds, 1993 Series B-1 due June 1, 2028 and $17,500,000 Pollution Control Revenue Refunding Bonds, 1993 Series B-2 due June 1, 2028. Loan Agreement dated August 15, 1993, between AmerenCIPS and IDFA in connection with IDFA's $35,000,000 Pollution Control Revenue Refunding Bonds, 1993 Series C-1 due August 15, 2026 and $25,000,000 Pollution Control Revenue Refunding Bonds, 1993 Series C-2 due August 15, 2026. Loan Agreement dated March 1, 2000, between AmerenCIPS and IDFA in connection with the IDFA's $51,100,000 Pollution Control Revenue Refunding Bonds (AmerenCIPS Project) Series 2000A due March 1, 2014. Note: Reports of Ameren Corporation on Forms 8-K, 10-Q and 10-K are on file with the SEC under File Number 1-14756. Reports of AmerenUE on Forms 8-K, 10-Q and 10-K are on file with the SEC under File Number 1-2967. Reports of AmerenEnergy Generating Company on Forms 8-K, 10-Q and 10-K are on file with the SEC under File Number 333-56594. 4 Reports of CILCORP Inc. on Forms 8-K, 10-Q and 10-K are on file with the SEC under File Number 1-8946. Reports Central Illinois Light Company on Forms 8-K, 10-Q and 10-K are on file with the SEC under File Number 1-2732. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Registrant) Date April 1, 2003 By /s/ MARTIN J. LYONS ------------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) CERTIFICATIONS I, Gary L. Rainwater, certify that: 1. I have reviewed this annual report on Form 10-K/A of Central Illinois Public Service Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 5 CERTIFICATIONS (CONTINUED) 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 1, 2003 /s/ GARY L. RAINWATER -------------------------------------- Gary L. Rainwater Chief Executive Officer I, Warner L. Baxter, certify that: 1. I have reviewed this annual report on Form 10-K/A of Central Illinois Public Service Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 1, 2003 /s/ WARNER L. BAXTER -------------------------------------- Warner L. Baxter Chief Financial Officer 6 EX-12.2 3 cips12-2.txt CIPS COMPUTATION OF RATIO OF EARNINGS Exhibit 12.2 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS (Millions of Dollars, Except Ratios)
Year Ended December 31, ---------------------------------------------------------------- 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- Thousands of Dollars Except Ratios Net Income $80 $54 $79 $46 $26 Add- Extraordinary items net of tax - - - - - ------------ ---------- ---------- ---------- --------- Net income from continuing operations 80 54 79 46 26 Taxes based on income 45 31 44 27 17 ------------ ---------- ---------- ---------- --------- Net income before income taxes 125 85 123 73 43 ------------ ---------- ---------- ---------- --------- Add- fixed charges: Interest on long term debt 37 38 29 34 39 Other interest 2 4 8 4 1 Amortization of net debt premium, discount, expenses and losses 1 1 3 1 1 ------------ ---------- ---------- ---------- --------- Total fixed charges 40 43 40 39 41 ------------ ---------- ---------- ---------- --------- Earnings available for fixed charges 165 128 163 112 84 ============ ========== ========== ========== ========= Ratio of earnings to fixed charges 4.13 2.98 4.05 2.87 2.06 ============ ========== ========== ========== ========= Earnings required for preferred dividends: Preferred stock dividends 4 4 4 4 3 Adjustment to pre-tax basis 2 2 2 2 2 ------------ ---------- ---------- ---------- --------- 6 6 6 6 5 Fixed charges plus preferred stock dividend requirements 46 49 46 45 46 ============ ========== ========== ========== ========= Ratio of earnings to fixed charges plus preferred stock dividend requirements 3.60 2.61 3.52 2.49 1.83 ============ ========== ========== ========== =========
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