-----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, FOW2tLXThKH6EgvQgn2nvPhzymDdg8GQwiEzFelRgKaQipVWCmN/BiK6/MWBAo3r IirM2hDRAJyoFVT0OLYKJg== 0000898822-04-000256.txt : 20040324 0000898822-04-000256.hdr.sgml : 20040324 20040324164932 ACCESSION NUMBER: 0000898822-04-000256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040323 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14756 FILM NUMBER: 04687752 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166-6149 BUSINESS PHONE: 431723446 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63103 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03672 FILM NUMBER: 04687756 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 04687757 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERENENERGY GENERATING CO CENTRAL INDEX KEY: 0001135361 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 371395586 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56594 FILM NUMBER: 04687755 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3145543922 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE CITY: ST LOUIS STATE: MO ZIP: 63103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS LIGHT CO CENTRAL INDEX KEY: 0000018651 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211050 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02732 FILM NUMBER: 04687753 BUSINESS ADDRESS: STREET 1: 300 LIBERTY ST CITY: PEORIA STATE: IL ZIP: 61602 BUSINESS PHONE: 3096758810 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE CITY: ST. LOUIS STATE: MO ZIP: 63103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CILCORP INC CENTRAL INDEX KEY: 0000762129 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 371169387 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-95569 FILM NUMBER: 04687754 BUSINESS ADDRESS: STREET 1: 300 LIBERTY ST STREET 2: STE 300 CITY: PEORIA STATE: IL ZIP: 61602 BUSINESS PHONE: 3096758810 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE MC-1370 CITY: ST. LOUIS STATE: MO ZIP: 63103 8-K 1 march24form8k.txt FORM 8-K - MARCH 24, 2004 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): March 23, 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 March 23, 2004, Ameren Corporation ("Ameren") entered into an amendment (the "First Amendment") to the Stock Purchase Agreement, dated as of February 2, 2004, among Ameren, Dynegy Corporation ("Dynegy") and certain subsidiaries of Dynegy, setting 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. The Stock Purchase Agreement is included as an exhibit to the registrant's Form 8-K filed on February 3, 2004. The First Amendment modifies certain schedules and certain ancillary agreements to the Stock Purchase Agreement, and extends the period for certain pre-closing actions to be taken by the parties. In addition, on March 24, 2004, Ameren and IPC jointly filed with the Illinois Commerce Commission their request for expedited review and approval of the transactions contemplated by the Stock Purchase Agreement, as amended by the First Amendment. The acquisition is also subject to the approval of the Federal Energy Regulatory Commission, the Securities and Exchange Commission, the Federal Communications Commission and to the expiration of the waiting period under the Hart-Scott-Rodino Act. The remaining regulatory filings are expected to be made within the next several weeks. Included as Exhibit 2.1 is the text of the First Amendment, which is 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 Amendment No. 1 to Stock Purchase Agreement, dated as of March 23, 2004, among Ameren, Dynegy, Illinova Corporation and Illinova Generating Company. 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: March 24, 2004 Exhibit Index Exhibit No. Description - ----------- ----------- 2.1 Amendment No. 1 to Stock Purchase Agreement, dated as of March 23, 2004, among Ameren, Dynegy, Illinova Corporation and Illinova Generating Company. EX-2 3 march24ex21.txt EXHIBIT 2.1 - MARCH 24, 2004 Exhibit 2.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 1, dated as of March 23, 2004, to the STOCK PURCHASE AGREEMENT, dated as of February 2, 2004, is entered into by and among Ameren Corporation, a Missouri corporation ("Purchaser"), Illinova Corporation, an Illinois corporation ("Seller"), Illinova Generating Company, an Illinois corporation ("IGC"), and Dynegy Inc., an Illinois corporation ("Dynegy"). Dynegy, IGC and Seller are referred to herein as the "Dynegy Parties". W I T N E S S E T H: WHEREAS, Purchaser and the Dynegy Parties entered into a Stock Purchase Agreement, dated February 2, 2004 (the "Original Agreement"), providing for the sale to Purchaser of all of the capital stock of Illinois Power Company, an Illinois corporation, held by Seller, and IGC's 20% share of Electric Energy, Inc., an Illinois corporation; and WHEREAS, Purchaser and the Dynegy Parties wish to amend the Original Agreement as set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and agreements set forth herein, the parties hereto hereby agree as follows: Section 1 Defined Terms. All capitalized terms used and not defined herein have the meanings set forth in the Original Agreement. Section 2 Amendments to Section 1.1. A. The definition of "Ancillary Agreements" included in Section 1.1 of the Original Agreement is amended to add the following after the reference to the "Tier 2 Memorandum,": "the Interim PPA Rider,". B. Section 1.1 of the Original Agreement is amended to add the following definition after the definition of Intercompany Note: ""Interim PPA Rider" means the agreement between DMG and IPC in the form of Exhibit I, with such changes as may be required by Governmental Authorities as a condition to approving the transactions or any portion thereof contemplated by this Agreement and the Ancillary Agreements that are required to be accepted by Seller or by Purchaser, pursuant to the provisions of Section 5.3 or are otherwise accepted by Seller and by Purchaser.". Section 3 Amendment to Section 5.21. Section 5.21(b) of the Original Agreement is amended by changing the reference to "30 days" in the second sentence to "90 days". Section 4 Amendment to Section 8.2(j). Section 8.2(j) of the Original Agreement is amended by deleting such Section and replacing it with the following: "Solely if the Closing occurs after September 10, 2004, the Tilton Assets, or IPC's rights, interests, assets, liabilities and obligations with respect to the electric generating equipment and real estate at the Tilton Energy Center, shall have been transferred to DMG and IPC shall have no remaining obligations with respect to the Tilton Assets. For avoidance of doubt, it is the intent of this Section 8.2(j) that all of IPC's rights, interest, assets, liabilities and obligations with respect to the Tilton Assets, or IPC's rights, interests, assets, liabilities and obligations with respect to the electric generating equipment and real estate at the Tilton Energy Center, shall have been transferred to or otherwise come to be held by DMG, excluding only those rights, interests, assets, liabilities and obligations of IPC as a public utility that are necessary for the continued operation by DMG of the Tilton Energy Center, including IPC's rights, interests, assets, liabilities and obligations under the Interconnection Agreement and the gas service contracts listed on Schedule 3.19. Nothing herein shall preclude DMG from acquiring the Tilton Assets, or the electric generating equipment and real estate at the Tilton Energy Center, at any time prior to September 10, 2004." Section 5 Amendment to Schedule 5.3(b). Schedule 5.3(b) to the Original Agreement is amended as set forth in Exhibit 1 hereto. Section 6 Amendment to Schedule 5.15. Schedule 5.15 to the Original Agreement is amended as set forth in Exhibit 2 hereto. Section 7 Amendment to Schedule 8.1(b). Schedule 8.1(b) to the Original Agreement is amended as set forth in Exhibit 3 hereto. Section 8 Amendment to Schedule 8.2(b). Schedule 8.2(b) to the Original Agreement is amended as set forth in Exhibit 4 hereto. Section 9 Amendment to Exhibit B. Exhibit B to the Original Agreement is amended by changing the reference to "thirty (30) days" in the bracketed note at the top of page 1 of Exhibit B to "ninety (90) days". Section 10 Amendment to Exhibit F. Exhibit F to the Original Agreement is amended by replacing the agreement attached as Exhibit F with the Form of Blackstart Agreement attached hereto as Exhibit 5. Section 11 Addition of Exhibit I. The Original Agreement is amended by adding, immediately following Exhibit H, a new Exhibit I containing the form of Interim PPA Rider attached hereto as Exhibit 6. Section 12 No Other Amendments. Except as set forth herein, the Original Agreement remains in full force and effect. -2- Section 13 Counterparts. This Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. -3- IN WITNESS WHEREOF, Seller, IGC, Dynegy and Purchaser have caused this Amendment No. 1 to the Original Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. ILLINOVA CORPORATION By: /s/ Robert T. Ray -------------------------------- Name: Robert T. Ray Title: Senior Vice President & Treasurer ILLINOVA GENERATING COMPANY By: /s/ Robert T. Ray -------------------------------- Name: Robert T. Ray Title: Senior Vice President & Treasurer DYNEGY INC. By: /s/ Robert T. Ray -------------------------------- Name: Robert T. Ray Title: Senior Vice President & Treasurer AMEREN CORPORATION By: /s/ Steven R. Sullivan -------------------------------- Name: Steven R. Sullivan Title: Senior Vice President, Regulatory Policy, General Counsel & Secretary -4- -----END PRIVACY-ENHANCED MESSAGE-----