-----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, RH8W1LZ2Unv6Shvsao5HxJW2PfKsVhld9sGS+Cgij0fpdH0e+ey5kHvnBgS1lFIR A2F/rJIdPajZH807JN+Pcw== 0000018654-97-000027.txt : 19970630 0000018654-97-000027.hdr.sgml : 19970630 ACCESSION NUMBER: 0000018654-97-000027 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20455 FILM NUMBER: 97631934 BUSINESS ADDRESS: STREET 1: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 BUSINESS PHONE: 2175233600 MAIL ADDRESS: STREET 1: CENTRAL ILLINOIS PUBLIC SERVICE CO STREET 2: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 or ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File Number ----------- Central Illinois Public Service Company 1-3672 CIPSCO Incorporated 1-10628 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY EMPLOYEE LONG-TERM SAVINGS PLAN, EMPLOYEE LONG-TERM SAVINGS PLAN-IUOE NO. 148 AND EMPLOYEE LONG-TERM SAVINGS PLAN-IBEW No. 702 (the "Plans") CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (the "Company") CIPSCO INCORPORATED ("CIPSCO") 607 East Adams Street Springfield, Illinois 62739 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST TABLE OF CONTENTS Report of Independent Public Accountants Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Comparative Financial Statements Allocation of Changes in Net Assets Available for Benefits Supplemental Schedules Signature Exhibit 23 - Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To Central Illinois Public Service Company: We have audited the accompanying statements of net assets available for benefits of the CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST (which includes the Central Illinois Public Service Company Employee Long-Term Savings Plan, the Central Illinois Public Service Company Employee Long-Term Savings Plan - IUOE No. 148 and the Central Illinois Public Service Company Employee Long-Term Savings Plan - IBEW No. 702) as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1996. These financial statements and the schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Central Illinois Public Service Company Master Long-Term Savings Trust as of December 31, 1996 and 1995, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of allocation of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits of each fund and is not a required part of the basic financial statements. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedule of allocation of changes in net assets available for benefits and the supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Chicago, Illinois, June 26, 1997 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995 1996 1995 ____ ____ Investments, at fair value (Notes 1 and 2): CIPSCO Common Stock Fund $ 30,963,433 $ 31,056,955 Bond Index Fund 4,927,964 4,803,198 Money Market Fund 8,503,004 7,908,976 Growth Equity Fund 20,277,105 15,145,599 Standard & Poor's (S&P) 500 Equity Index Fund 19,060,774 15,164,851 Merrill Lynch Retirement Preservation Trust 1,025,971 531,927 AIM Value Fund 1,918,090 1,062,154 Merrill Lynch Global Allocation Fund 685,570 221,586 Merrill Lynch Capital Fund 756,128 268,093 Participant Loan Fund 4,481,362 3,268,849 ___________ ___________ Total investments 92,599,401 79,432,188 Cash (1,087) 623,637 Receivables: Pending Settlement 21 20,613 Payroll withholdings (Note 2) 120,633 326,716 Interest and Dividends 13,234 5,417 ___________ ___________ Total assets 92,732,202 80,408,571 Liabilities - - ___________ ___________ Net assets available for benefits $ 92,732,202 $ 80,408,571 =========== =========== The accompanying notes to comparative financial statements are an integral part of these statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 7,865,514 $ 7,869,878 $ 7,466,491 Investment income 2,748,912 3,692,908 2,475,524 Realized gains (losses) on sales of investments (Note 2) 1,479,136 453,074 (642,631) Change in unrealized appreciation (depreciation) on investments (Note 2) 4,238,950 15,421,001 (2,549,497) ___________ ___________ ___________ 16,332,512 27,436,861 6,749,887 Deductions: Distributions (Note 1) 3,985,241 4,556,808 1,078,936 Expenses 23,640 11,224 - ___________ ___________ ___________ Net increase 12,323,631 22,868,829 5,670,951 Net assets available for benefits Beginning of period 80,408,571 57,539,742 51,868,791 ___________ ___________ ___________ End of period $ 92,732,202 $ 80,408,571 $ 57,539,742 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of these statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST NOTES TO COMPARATIVE FINANCIAL STATEMENTS (1) Summary of Plans' Provisions ____________________________ - Description of Plans The Central Illinois Public Service Company Master Long-Term Savings Trust (the "Master Trust") as amended and effective on April 1, 1995, was adopted as the trust to serve as the funding medium for the Central Illinois Public Service Company Employee Long-Term Savings Plan (the "Wage and Salary Plan"), the Central Illinois Public Service Company Employee Long-Term Savings Plan - IUOE No. 148 (the "IUOE Plan") and the Central Illinois Public Service Company Employee Long-Term Savings Plan - IBEW No. 702 (the "IBEW Plan") (collectively, the "Plans"). The Plans, defined contribution plans subject to the Employee Retirement Income Security Act of 1974 (ERISA), were adopted to provide a systematic means by which eligible employees of Central Illinois Public Service Company (an Illinois corporation and a subsidiary of CIPSCO Incorporated) (CIPS or the "Company") and affiliated employers adopting a Plan (collectively, the "Employers") can participate in a regular savings program and secure federal income tax benefits resulting from participation in the Plans. Participants should refer to the appropriate Plan documents, prospectuses or information statements for a description of the Plan's provisions. - Plan Administration A committee (the "Committee"), consisting of at least three persons appointed by the Company administers each of the Plans. The Committee has the power to adopt rules and regulations as deemed necessary or advisable to carry out the applicable Plan in accordance with its terms. No member of the Committee who is an employee of the Company may receive any remuneration for services performed as a member of the Committee. Merrill Lynch Trust Company of America (the "Trustee") serves as Trustee under terms of the Master Trust. In general, expenses to administer the Plans, including fees and expenses of the Trustee, are paid by the Company, except as provided for in the Plans. All transaction fees of an investment fund are paid from the assets of that investment fund. - Investment Funds The Plans provide for the following investment funds (the "Funds"): The CIPSCO Common Stock Fund invests in shares of CIPSCO Incorporated common stock which the Trustee purchases in the open market from time to time. The Bond Index Fund invests in the Barclays Global Investors Government/Corporate Bond Index Fund (formerly known as the Wells Fargo Government/Corporate Bond Index), which is a stratified sample of bonds comprising the Lehman Brothers Government/Corporate Bond Index (the "Bond Index"). The Bond Index is comprised primarily of U.S. Government, U.S. Agency and corporate bonds. The Standard & Poor's (S&P) 500 Equity Index Fund invested in the Wells Fargo Bank Equity Index Fund prior to April 3, 1995. From and after April 3, 1995 the S&P 500 Equity Index Fund has been invested in the Merrill Lynch Equity Index Trust, a collective trust fund maintained by Merrill Lynch Trust Company . The investment objectives of the Merrill Lynch Equity Index Trust are to approximate the total return of the S&P 500 Composite Stock Index (the "Equity Index"). The investment strategy has two components. Ordinarily, over 90% of the assets are held as a traditional "full replication" Equity Index portfolio comprised of all, or nearly all, 500 stocks in weightings closely aligned with those of the Equity Index. The balance of the assets are held in a liquidity pool of cash equivalents (hedged by ownership of S&P 500 Index Futures) that provide a return very close to the Equity Index, while allowing low-cost, efficient accommodation of cash flows in and out of the Merrill Lynch Equity Index Trust. The Money Market Fund invests in the Barclays Global Investors Money Market Fund for Employee Benefit Trusts (formerly known as the Wells Fargo Money Market Fund), which provides for investment and reinvestment in a variety of money market instruments, including but not limited to U.S. Government and agency securities, bank obligations such as certificates of deposit, banker's acceptances and fixed-time deposits, short-term commercial debt instruments such as commercial paper, unsecured loan participations or variable rate demand notes and repurchase agreements. Prior to April 3, 1995, the Money Market Fund invested in Boston Safe Deposit and Trust Company's Daily Income Fund. The Growth Equity Fund invests in a separately managed portfolio consisting primarily of equity securities, or securities convertible into common stocks. A portion of the portfolio may be invested in cash equivalents. The portfolio is managed by Merrill Lynch Asset Management. Prior to April 3, 1995, Investment Advisors, Inc. managed this Fund. The Merrill Lynch Retirement Preservation Trust invests primarily in U.S. government and agency securities, guaranteed investment contracts issued generally by insurance carriers and banks and high-quality money market instruments. This Fund is a collective trust fund maintained by Merrill Lynch Trust Company. AIM Value Fund - Class A Shares - invests primarily in equity securities that are judged by the manager to be undervalued. The AIM Value Fund invests primarily in common stocks, convertible bonds and convertible preferred stocks, but also may invest in preferred stocks and other debt securities. The Merrill Lynch Global Allocation Fund - Class A Shares - varies the mix of investments in United States and foreign equity, debt and money market securities based upon the manager's evaluation of changing market and economic trends. The Merrill Lynch Capital Fund has a fully managed investment policy utilizing equity, debt and convertible securities. Consistent with policy, the Capital Fund's portfolio may, at any given time, be invested substantially in equity securities (stocks), corporate bonds, or money market securities. It is the expectation of the investment manager that, over longer periods, a major portion of the Capital Fund's portfolio will consist of equity securities of larger-market capitalization companies. The Participant Loan Fund consists of amounts loaned to participants as provided for in the Plans. - Employee Eligibility An employee of the Employers receiving regular salary or wages who has both completed one year of service (defined as a consecutive twelve-month period beginning with his/her employment commencement date or anniversary thereof during which he/she has completed at least 1,000 hours of service) and has attained the age of 21 is eligible to become a Participant. Eligible employees who are part of the Local 148 or Local 702 bargaining units may participate in the IUOE Plan or IBEW Plan, respectively, and all other eligible employees may participate in the Wage and Salary Plan. As of December 31, 1996, there were 2,031 active participants, 95 retired or separated participants and six deceased participants whose beneficiaries are eligible to receive benefits. As of December 31, 1995 and 1994 there were 2,084 and 2,620 active participants and 94 and 38 retired or separated participants, respectively. Also, at December 31, 1995 there was one deceased employee whose beneficiaries were eligible to receive benefits. - Plan Contributions The Plans permit a Participant to make contributions to the applicable Plan through payroll reductions from 1% up to 15% of the Participant's compensation (as defined) from the Employers. In order to insure compliance with applicable nondiscrimination requirements of the Internal Revenue Code, the Committee, in accordance with the Plans, has limited highly compensated Participant reductions to 10%. The Tax Reform Act of 1986 limited the maximum annual amount that may be contributed by a Participant to $9,500 in 1996 and $9,240 in 1995 and 1994. The Employers transfer to the Master Trust the amount designated by the Participant where it is placed in a Participant's Account no less frequently than semi-monthly. As of December 31, 1996, the Plans had no provisions for matching funds from the Employers. (However, the IBEW Plan has been amended to provide for Employer matching contributions with respect to Participant contributions made for payroll periods with a pay date occurring on or after July 1, 1997.) Contributions are invested in accordance with the Participant's directions in one or more of the Funds. Employees may make "qualifying rollover contributions" of amounts received as a distribution from a prior employer's plan. The amounts in a Participant's Account are fully vested at all times. By contacting the Trustee by means of the Telephone Response System a Participant may suspend contributions to a Plan, change the percentage of payroll reductions, or change investment elections among the Funds for amounts already contributed to or on deposit in the Participant's Account and/or for future contributions. - Plan Withdrawals/Loans No withdrawals from a Participant's Account are permitted while the Participant continues to be employed by the Employers except that, upon compliance with the provisions of the Plan, one withdrawal may be made each year in limited cases of financial hardship. In addition, Participants may make withdrawals of their rollover contributions and earnings thereon. Upon application of a Participant and payment of a loan application fee, the Committee may, in compliance with the Plans, direct the Trustee to make a loan to the Participant from the Participant's Account upon such terms as the Committee shall specify. Participants' loans are maintained in the Participant Loan Fund. As of December 31, 1996 (1995 and 1994), 804 (498 and 372) participants had loans outstanding. - Participant Distributions Upon termination of employment for any reason, a Participant will be entitled to receive the balance in the Participant's Account less the unpaid amount of any outstanding loan (including accrued interest). Generally, distributions will be made in a lump sum; however, in certain circumstances a Participant may also elect to receive his/her distribution in installments. Certain distributions may be deferred until a Participant reaches age 70 1/2, dies, or requests an earlier distribution (whichever occurs first). Amounts that have been requested for withdrawal by a Participant, but have not yet been distributed by a Plan, are included in net assets available for benefits. Amounts requested for withdrawal by Participants, but not yet distributed by a Plan as of December 31, 1996 and 1995 are $21,555 and $179,746, respectively. - Plan Termination The Company has a right to terminate the Plans at any time subject to the provisions of ERISA. Upon termination, the Trustee will distribute assets remaining in the Trust Fund with the exception that, except in certain specified situations, no distributions shall be made until a Participant attains age 59 1/2. - Plan Revisions Effective April 1, 1995, Merrill Lynch Trust Company of America became Trustee and Merrill Lynch, Pierce, Fenner and Smith Incorporated became recordkeeper for the Plans. The investment managers for the S&P 500 Equity Index Fund, Money Market Fund and Growth Equity Fund were changed. Also, effective July 1, 1995, four new investment options were added to the five funds already then in place. (2) Summary of Significant Accounting Policies __________________________________________ The financial statements of the Master Trust are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Payroll withholdings represent accrued contributions and employee loan repayments that are owed to the Plans as of December 31. All investments are presented at fair value as of December 31, 1996 and 1995. The fair value of the CIPSCO Common Stock Fund was determined using year-end published market prices. Investments in equity securities and bonds are valued at net asset market value including accrued income on the last business day of each year. Investments in the Money Market Fund and Merrill Lynch Retirement Preservation Trust are valued at cost plus accrued income. Realized gains (losses) result from actual sales of investments in excess of (or below) the value of the assets at the beginning of the plan year or at the time of purchase during the year. The change in unrealized appreciation (depreciation) on investments represents the difference between market value of assets held on the last business day of each year and the value at the beginning of the plan year or at time of purchase during the year. (3) Tax Status of the Plans _______________________ The Plans are intended to qualify as deferred compensation plans under sections 401(a) and 401(k) of the Internal Revenue Code of 1986. Qualification of the Plans means that a Participant will not be subject to federal income taxes on amounts contributed to the Participant's Account, or the earnings or appreciation thereon, until such amounts either are withdrawn by the Participant or are distributed to the Participant or a beneficiary in the event of the Participant's death. Payroll reduction contributions to a Participant's Account reduce the gross income of the Participant for federal income tax purposes to the extent of the contributions. The Company received favorable determination letters from the Internal Revenue Service dated February 5, 1996 concerning the qualification of the Plans (Executive and Wage and Salary Plan, the IBEW Plan and the IUOE Plan) under federal income tax regulations. In addition, the Company also received a favorable determination letter from the Internal Revenue Service dated December 8, 1986 concerning qualification of the Master Long-Term Savings Trust under federal income tax regulations. Management believes that the Plans are currently designed and are being operated in compliance with requirements of the Internal Revenue Code and that the trust is tax exempt as of the financial statement date. Discussions of the federal income tax consequences of the Plans, including consequences on distributions of a Participant's Account, are contained in the Company's Employee Long-Term Savings Plan Summary Plan Description and Information Statement (dated June 27, 1995). (4) Investments ___________ The following table presents investments. Investments that represent five percent or more of the Plans' net assets available for benefits at year end are identified separately. December 31, 1996 1995 ____ ____ Investments at Fair Value as Determined by Quoted Market Price CIPSCO Common Stock $ 30,963,433 $ 31,056,955 Common/Collective Trusts: S&P 500 Equity Index Fund 19,060,774 15,164,851 Bond Index Fund 4,927,964 4,803,198 Money Market Fund 8,503,004 7,908,976 Growth Equity Fund 20,277,105 15,145,599 Merrill Lynch Retirement Preservation Trust 1,025,971 531,927 ___________ ___________ Total Common/Collective Trusts 53,794,818 43,554,551 ___________ ___________ Mutual Funds: AIM Value Fund 1,918,090 1,062,154 M. L. Global Allocation Fund - Class A 685,570 221,586 M. L. Capital Fund - Class A 756,128 268,093 ___________ ___________ Total Mutual Funds 3,359,788 1,551,833 ___________ ___________ CIPS 401(k) Loans to Various Participants 4,481,362 3,268,849 ___________ ___________ Total Investments $ 92,599,401 $ 79,432,188 =========== =========== (5) Supplemental Schedules ______________________ The supplemental "Schedule of Assets Held for Investment Purposes" and "Schedule of Reportable Transactions" are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The "Schedule of Assets Held for Investment Purposes" is a detailed listing of investments held at year-end and the "Schedule of Reportable Transactions" discloses any transaction or series of transactions in excess of five percent of the current value of plan assets at the beginning of the year. (6) Merger Agreement ________________ On August 11, 1995, CIPSCO Incorporated (CIPSCO) entered into an Agreement and Plan of Merger with Union Electric Company (UE), and Ameren Corporation (Ameren), a newly-formed jointly-owned entity, pursuant to which among other things, CIPSCO will be merged with Ameren. Pursuant to the merger agreement, CIPS, UE and CIPSCO Investment Company will be wholly-owned subsidiaries of Ameren. (1 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, CIPSCO Common Stock Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 2,809,240 $ 2,726,890 $ 2,522,171 Loans to participants (1,070,229) (837,713) (207,388) Investment income 1,805,882 1,547,456 1,213,334 Realized gains (losses) on sales of investments (Note 2) 673,400 (178,752) 212,438 Change in unrealized appreciation (depreciation) on investments (Note 2) (3,343,333) 9,031,388 (2,332,909) Net transfers between funds (583,399) 1,433,504 379,590 ___________ ___________ ___________ 291,561 13,722,773 1,787,236 ___________ ___________ ___________ Deductions: Loan repayments from participants (489,577) (330,623) (240,033) Distributions (Note 1) 942,287 1,275,824 556,772 Expenses 6,708 4,593 - ___________ ___________ ___________ 459,418 949,794 316,739 ___________ ___________ ___________ Net increase (decrease) (167,857) 12,772,979 1,470,497 Net assets available for benefits Beginning of period 31,203,987 18,431,008 16,960,511 ___________ ___________ ___________ End of period $ 31,036,130 $ 31,203,987 $ 18,431,008 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (2 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Bond Index Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 521,884 $ 595,454 $ 694,379 Loans to participants (111,283) (103,329) (82,673) Investment income 17,355 94,550 323,904 Realized gains (losses) on sales of investments (Note 2) 70,434 (76,885) (28,407) Change in unrealized appreciation (depreciation) on investments (Note 2) 63,663 823,976 (461,910) Net transfers between funds (300,673) (923,768) (228,331) ___________ ___________ ___________ 261,380 409,998 216,962 ___________ ___________ ___________ Deductions: Loan repayments from participants (63,481) (54,813) (67,916) Distributions (Note 1) 213,997 281,384 39,009 Expenses 704 678 - ___________ ___________ ___________ 151,220 227,249 (28,907) ___________ ___________ ___________ Net increase (decrease) 110,160 182,749 245,869 Net assets available for benefits Beginning of period 4,824,902 4,642,153 4,396,284 ___________ ___________ ___________ End of period $ 4,935,062 $ 4,824,902 $ 4,642,153 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (3 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, S&P 500 Equity Index Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 1,585,374 $ 1,620,130 $ 1,589,052 Loans to participants (528,171) (396,762) (198,759) Investment income 59,412 236,872 303,470 Realized gains (losses) on sales of investments (Note 2) 380,076 4,231,156 (2,742) Change in unrealized appreciation (depreciation) on investments (Note 2) 3,166,166 (272,250) (149,825) Net transfers between funds (404,532) (667,635) (129,422) ___________ ___________ ___________ 4,258,325 4,751,511 1,411,774 ___________ ___________ ___________ Deductions: Loan repayments from participants (265,044) (185,132) (171,154) Distributions (Note 1) 665,560 870,268 146,872 Expenses 3,330 2,258 - ___________ ___________ ___________ 403,846 687,394 (24,282) ___________ ___________ ___________ Net increase (decrease) 3,854,479 4,064,117 1,436,056 Net assets available for benefits Beginning of period 15,231,039 11,166,922 9,730,866 ___________ ___________ ___________ End of period $ 19,085,518 $ 15,231,039 $ 11,166,922 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (4 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Money Market Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 651,295 $ 884,534 $ 671,714 Loans to participants (291,787) (285,867) (218,359) Investment income 479,684 676,833 286,755 Net transfers between funds 368,301 250,040 445,083 ___________ ___________ ___________ 1,207,493 1,525,540 1,185,193 ___________ ___________ ___________ Deductions: Loan repayments from participants (158,045) (139,505) (126,379) Distributions (Note 1) 782,749 1,591,543 169,161 Expenses 9,046 1,301 - ___________ ___________ ___________ 633,750 1,453,339 42,782 ___________ ___________ ___________ Net increase (decrease) 573,743 72,201 1,142,411 Net assets available for benefits Beginning of period 7,939,806 7,867,605 6,725,194 ___________ ___________ ___________ End of period $ 8,513,549 $ 7,939,806 $ 7,867,605 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (5 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Growth Equity Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 1,649,874 $ 1,894,932 $ 1,989,175 Loans to participants (539,966) (503,561) (227,974) Investment income 73,232 979,543 194,588 Realized gains (losses) on sales of investments (Note 2) 340,891 (3,523,982) (823,920) Change in unrealized appreciation (depreciation) on investments (Note 2) 4,192,889 5,893,790 395,147 Net transfers between funds (408,484) (2,228,247) (466,920) ___________ ___________ ___________ 5,308,436 2,512,475 1,060,096 ___________ ___________ ___________ Deductions: Loan repayments from participants (330,716) (284,955) (198,374) Distributions (Note 1) 550,601 910,032 159,949 Expenses 3,085 2,338 - ___________ ___________ ___________ 222,970 627,415 (38,425) ___________ ___________ ___________ Net increase (decrease) 5,085,466 1,885,060 1,098,521 Net assets available for benefits Beginning of period 15,217,772 13,332,712 12,234,191 ___________ ___________ ___________ End of period $ 20,303,238 $ 15,217,772 $ 13,332,712 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (6 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Merrill Lynch Retirement Preservation Trust _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 47,548 $ 15,860 $ - Loans to participants (25,245) (33) - Investment income 40,630 13,084 - Net transfers between funds 488,971 638,620 - ___________ ___________ ___________ 551,904 667,531 - ___________ ___________ ___________ Deductions: Loan repayments from participants (5,392) (888) - Distributions (Note 1) 64,251 134,890 - Expenses 78 1 - ___________ ___________ ___________ 58,937 134,003 - ___________ ___________ ___________ Net increase (decrease) 492,967 533,528 - Net assets available for benefits Beginning of period 533,528 - - ___________ ___________ ___________ End of period $ 1,026,495 $ 533,528 $ - =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (7 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, AIM Value Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 343,612 $ 90,158 $ - Loans to participants (80,956) (5,105) - Investment income 103,771 62,615 - Realized gains (losses) on sales of investments (Note 2) 11,210 1,096 - Change in unrealized appreciation (depreciation) on investments (Note 2) 143,872 (48,660) - Net transfers between funds 314,599 1,006,386 - ___________ ___________ ___________ 836,108 1,106,490 - ___________ ___________ ___________ Deductions: Loan repayments from participants (53,121) (8,404) - Distributions (Note 1) 40,225 41,465 - Expenses 319 51 - ___________ ___________ ___________ (12,577) 33,112 - ___________ ___________ ___________ Net increase (decrease) 848,685 1,073,378 - Net assets available for benefits Beginning of period 1,073,378 - - ___________ ___________ ___________ End of period $ 1,922,063 $ 1,073,378 $ - =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (8 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Merrill Lynch Global Allocation Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 138,373 $ 20,636 $ - Loans to participants (11,405) (34) - Investment income 66,419 19,575 - Realized gains (losses)on sales of investments (Note 2) 3,832 197 - Change in unrealized appreciation (depreciation) on investments (Note 2) 9,727 (3,327) - Net transfers between funds 258,799 240,956 - ___________ ___________ ___________ 465,745 278,003 - ___________ ___________ ___________ Deductions: Loan repayments from participants (12,252) (1,535) - Distributions (Note 1) 15,108 55,172 - Expenses 45 1 - ___________ ___________ ___________ 2,901 53,638 - ___________ ___________ ___________ Net increase (decrease) 462,844 224,365 - Net assets available for benefits Beginning of period 224,365 - - ___________ ___________ ___________ End of period $ 687,209 $ 224,365 $ - =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (9 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Merrill Lynch Capital Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 118,314 $ 21,284 $ - Loans to participants (28,345) (144) - Investment income 70,324 22,012 - Realized gains (losses)on sales of investments (Note 2) (707) 244 - Change in unrealized appreciation (depreciation) on investments (Note 2) 5,966 (3,916) - Net transfers between funds 310,049 229,531 - ___________ ___________ ___________ 475,601 269,011 - ___________ ___________ ___________ Deductions: Loan repayments from participants (16,356) (1,989) - Distributions (Note 1) 5,341 - - Expenses 125 3 - ___________ ___________ ___________ (10,890) (1,986) - ___________ ___________ ___________ Net increase (decrease) 486,491 270,997 - Net assets available for benefits Beginning of period 270,997 - - ___________ ___________ ___________ End of period $ 757,488 $ 270,997 $ - =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (10 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Cash Fund* _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Investment income $ 7,818 $ (919) $ - Net transfers between funds 930 - - ___________ ___________ ___________ 8,748 (919) - ___________ ___________ ___________ Deductions: Loan repayments from participants 1,257 (2,153) - Distributions (Note 1) 622,404 (622,404) - Expenses 200 - - ___________ ___________ ___________ 623,861 (624,557) - ___________ ___________ ___________ Net increase (decrease) (615,113) 623,638 - Net assets available for benefits Beginning of period 623,638 - - ___________ ___________ ___________ End of period $ 8,525 $ 623,638 $ - =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. * Previous to 1995, amounts were reflected in individual funds. (11 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Pending Settlement Fund* _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Net transfers between funds $ (20,591) $ 20,613 $ - ___________ ___________ ___________ (20,591) 20,613 - ___________ ___________ ___________ Deductions: - - - ___________ ___________ ___________ Net increase (decrease) (20,591) 20,613 - ___________ ___________ ___________ Net assets available for benefits Beginning of period 20,613 - - ___________ ___________ ___________ End of period $ 22 $ 20,613 $ - =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. * Previous to 1995, amounts were reflected in individual funds. (12 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Participant Loan Fund _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Loans to participants $ 2,687,387 $ 2,132,548 $ 935,153 Investment income 24,385 41,287 153,473 Net transfers between funds (23,970) - - ___________ ___________ ___________ 2,687,802 2,173,835 1,088,626 ___________ ___________ ___________ Deductions: Loan repayments from participants 1,392,727 1,009,997 803,856 Distributions (Note 1) 82,718 18,634 7,173 ___________ ___________ ___________ 1,475,445 1,028,631 811,029 ___________ ___________ ___________ Net increase (decrease) 1,212,357 1,145,204 277,597 Net assets available for benefits Beginning of period 3,244,546 2,099,342 1,821,745 ___________ ___________ ___________ End of period $ 4,456,903 $ 3,244,546 $ 2,099,342 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. (13 of 13) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TWELVE MONTHS ENDED DECEMBER 31, Total of Funds _____________________________________________ 1996 1995 1994 ____ ____ ____ Additions: Employee contributions $ 7,865,514 $ 7,869,878 $ 7,466,491 Investment income 2,748,912 3,692,908 2,475,524 Realized gains (losses) on sales of investments (Note 2) 1,479,136 453,074 (642,631) Change in unrealized appreciation (depreciation) on investments (Note 2) 4,238,950 15,421,001 (2,549,497) ___________ ___________ ___________ 16,332,512 27,436,861 6,749,887 ___________ ___________ ___________ Deductions: Distributions (Note 1) 3,985,241 4,556,808 1,078,936 Expenses 23,640 11,224 - ___________ ___________ ___________ 4,008,881 4,568,032 1,078,936 ___________ ___________ ___________ Net increase (decrease) 12,323,631 22,868,829 5,670,951 Net assets available for benefits Beginning of period 80,408,571 57,539,742 51,868,791 ___________ ___________ ___________ End of period $ 92,732,202 $ 80,408,571 $ 57,539,742 =========== =========== =========== The accompanying notes to comparative financial statements are an integral part of this schedule. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST FORM 5500 - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FOR THE YEAR ENDED DECEMBER 31, 1996 ORIGINAL SECURITY DESCRIPTION SHARES COST FAIR VALUE ____________________ _______ ________ __________ Corporate Stock - Common ______________________ *CIPSCO Inc. 860,095 $25,512,499 $30,963,433 _________ _________ _________ TOTAL CORPORATE STOCK - COMMON 860,095 25,512,499 30,963,433 _________ _________ _________ Common/Collective Trusts _____________________ Barclay's Global investors Money Market Fund 8,503,004 8,503,004 8,503,004 Barclay's Global investors Govt/Corp Bond Index 385,211 4,323,141 4,927,964 *Merrill Lynch Retirement Preservation Trust 1,025,971 1,025,971 1,025,971 *S&P 500 Equity Index Fund 382,754 14,408,618 19,060,774 Growth Equity Fund 1,428,971 14,841,705 20,277,105 _________ _________ _________ TOTAL COMMON/COLLECTIVE TRUSTS 11,725,911 43,102,439 53,794,818 _________ _________ _________ Mutual Funds ____________ AIM Value Fund 65,801 1,824,156 1,918,090 *Merrill Lynch Global Allocation Fund Class A 47,118 679,615 685,570 *Merrill Lynch Capital Fund Class A 24,352 753,872 756,128 _________ _________ _________ TOTAL MUTUAL FUNDS 137,271 3,257,643 3,359,788 _________ _________ _________ Employee Loans _____________ *CIPS Employee Loans to Various Participants (interest rates ranging from 7% to 11.25%) 4,481,362 4,481,362 4,481,362 --------- --------- --------- Total Investments $76,353,943 $92,599,401 =========== =========== * Party-In-Interest Transactions CENTRAL ILLINOIS PUBLIC SERVICE COMPANY MASTER LONG-TERM SAVINGS TRUST FORM 5500 - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 COST SECURITY # OF COST OF PROCEEDS OF ASSETS NET GAIN DESCRIPTION TRANS PURCHASES FROM SALES DISPOSED OR (LOSS) __________________ _____ ___________ ___________ __________ _________ *CIPSCO Inc. Common Stock 803 $ 6,760,061 $ - $ - $ - *CIPSCO Inc. Common Stock 860 - 3,614,216 2,940,816 673,400 BGI Money Market Fund 1,040 3,998,962 - - - BGI Money Market Fund 378 - 3,404,933 3,404,933 - *Merrill Lynch Equity Index Trust 3 697 2,739,974 - - - *Merrill Lynch Equity Index Trust 3 624 - 2,390,294 2,010,217 380,077 Growth Equity Fund 711 2,799,186 - - - Growth Equity Fund 636 - 2,201,460 1,860,569 340,891 Loan Fund 299 2,687,387 - - - Loan Fund 214 - 1,474,874 1,474,874 - Pending Settlement Fund 376 3,854,373 - - - Pending Settlement Fund 388 - 3,874,964 3,874,964 - *Party-In-Interest Transaction SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY EMPLOYEE LONG-TERM SAVINGS PLAN, EMPLOYEE LONG-TERM SAVINGS PLAN - IUOE NO. 148 AND EMPLOYEE LONG-TERM SAVINGS PLAN, - IBEW NO. 702 By /s/ R. C. Porter _________________________________________ R. C. Porter Chairman of the Employee Long-Term Savings Plan Committee, Employee Long-Term Savings Plan - IUOE No. 148 Committee and Employee Long-Term Savings Plan - IBEW No. 702 Committee June 26, 1997 EX-23 2 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 26, 1997, included in this Form 11-K for the year ended December 31, 1996, into Central Illinois Public Service Company's previously filed Registration Statements File Nos. 33-29384, 33- 31475, 33-59674, 33-45506, 33-56063 and 333-18473 and CIPSCO Incorporated's previously filed Registration Statement File No. 33-32936. ARTHUR ANDERSEN LLP Chicago, Illinois, June 26, 1997 - 30 - -----END PRIVACY-ENHANCED MESSAGE-----