-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, t4Eyf/mEvDuVrtNTLYK5wLTLw7ZTm01wNzIJ+Mgdoik5TKY0zmwa1+vVdrRfTTj9 HcydPMare1zpTVfHgHoghg== 0000950124-94-001573.txt : 19941019 0000950124-94-001573.hdr.sgml : 19941019 ACCESSION NUMBER: 0000950124-94-001573 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19941018 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000018654 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 370211380 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56063 FILM NUMBER: 94553908 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 S-3 1 S-3 1 As filed with Securities and Exchange Commission on October 18, 1994 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (Exact name of registrant as specified in its charter) Illinois 37-0211380 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 607 East Adams Street Springfield, Illinois 62739 217/523-3600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) R.W. Jackson Senior Vice President and Secretary 607 East Adams Street Springfield, Illinois 62739 217/523-3600 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copy to: With copy to: Robert A. Yolles, Esq. Peter D. Clarke, Esq. Jones, Day, Reavis & Pogue Gardner, Carton & Douglas 77 West Wacker Drive Quaker Tower Suite 3500 321 North Clark Street Chicago, Illinois 60601-1692 Chicago, Illinois 60610-4795 312/269-4145 312/245-8685
2 Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Title of each Amount offering aggregate Amount of class of securities to be price offering registration to be registered registered per unit price fee - ----------------------- ------------------------ ----------------- -------------------- ----------------------- First Mortgage Bonds Medium-Term Notes (1) (1) $50,000,000 $17,242(2) Cumulative Preferred Stock Par Value $100 Per Share
(1) Not applicable pursuant to General Instruction II.D. to Form S-3; however, in no event will the aggregate maximum offering price of all securities issued and sold pursuant to this Registration Statement exceed $50,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. (2) Calculated pursuant to Rule 457(o). The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 3 PRELIMINARY PROSPECTUS Subject to completion dated October 18, 1994 $50,000,000 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY First Mortgage Bonds Medium-Term Notes (Series of First Mortgage Bonds) Cumulative Preferred Stock Par Value $100 Per Share Central Illinois Public Service Company (the "Company") may offer from time to time, in one or more series, not more than $50,000,000 in the aggregate of the following securities, at prices and on terms to be determined at or prior to the time or times of sale: (i) First Mortgage Bonds (the "Bonds"), (ii) Medium-Term Notes, as series of First Mortgage Bonds (the "Notes"), and (iii) shares of Cumulative Preferred Stock, par value $100 per share (the "New Preferred") (the Bonds and the Notes are herein collectively called the "Debt Securities", and the New Preferred and the Debt Securities are herein collectively called the "Securities"). The specific terms of each issue of the Securities, together with the terms of the offering of such issue, will be set forth in an accompanying prospectus supplement and, in the case of the Notes, a pricing supplement (collectively, a "Prospectus Supplement"). The applicable Prospectus Supplement will set forth with regard to the particular Securities being offered (the "Offered Securities"), without limitation, the following: (i) in the case of each series of the Debt Securities, the designation or designations, aggregate principal amount, maturity or maturities, rate or rates of interest, times of payment of interest, any sinking fund or other redemption terms and any other special terms of such Debt Securities; and (ii) in the case of each series of the New Preferred, the designation thereof and the number of shares constituting such series, dividend payment dates and dividend rate or rates (or method of determination or calculation thereof), redemption provisions, if any, sinking fund or purchase fund provisions, if any, and any other special terms of such New Preferred. The Securities will be represented either by global securities registered in the name of a nominee of The Depository Trust Company ("DTC"), as depository (the "Depository"), or by securities in certificated form issued to the registered owners thereof, as set forth in the applicable Prospectus Supplement. Interests in any global securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depository (with respect to its participants' interests) and by its participants or persons that hold through such participants (with respect to the 4 interest of persons other than such participants). Except in the circumstances described herein, certificated securities will not be issued in exchange for global securities. For further information relating to the Debt Securities, see "Description of Debt Securities" and "Book-Entry System" herein and the applicable Prospectus Supplement. For further information relating to the New Preferred, see "Description of New Preferred" and "Book-Entry System" herein and the applicable Prospectus Supplement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Company may sell the Securities to or through underwriters, dealers or agents or directly to one or more purchasers. The applicable Prospectus Supplement will set forth the names of any underwriters, dealers or agents involved in the distribution of the Offered Securities, any applicable commissions, discounts or allowances, the net proceeds to the Company, or the means of determining the same, from any such sale and any initial public offering price. See "Plan of Distribution" for possible indemnification arrangements for underwriters, dealers, agents and purchasers. The date of this Prospectus is , 199 . [SIDE:]INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. 5 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company may be inspected and copied, at prescribed rates, at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices located at 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Securities. This Prospectus does not contain all of the information set forth in such Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is made to such Registration Statement and the exhibits thereto for further information with respect to the Company and the Securities. The Company is not required to, and does not, provide annual reports to holders of its debt securities unless specifically requested by a holder. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the Exchange Act are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1993 (the "1993 Form 10-K"). 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering or offerings made by this Prospectus shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement -2- 6 so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated in this Prospectus by reference, other than certain exhibits to such documents that have not been specifically incorporated by reference herein. Requests should be directed to C.D. Nelson, 607 East Adams Street, Springfield, Illinois 62739, 217/523-3600. ------------------------ -3- 7 SELECTED INFORMATION The following information is qualified in its entirety by the detailed information and the financial statements and notes appearing elsewhere in this Prospectus or in the documents incorporated in this Prospectus by reference. THE OFFERING Securities Offered $50,000,000 aggregate amount of (i) First Mortgage Bonds, (ii) Medium-Term Notes (series of First Mortgage Bonds), and (iii) Cumulative Preferred Stock, par value $100 per share Use of Proceeds To redeem, refund, refinance, purchase or pay at maturity certain currently outstanding securities of the Company and for general corporate purposes as described under "Use of Proceeds" herein. THE COMPANY Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Electric and gas utility Service area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portions of central and southern Illinois Estimated Population of Service Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820,000 Revenue Sources for 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83% Electric and 17% Gas Sources of KWH Generation for 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than 99% coal and less than 1% oil Estimated 1994-1998 Construction Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $431 million Estimated Clean Air Act Construction Expenditures (expenditures through 1998 included in total construction expenditures above) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less than $50 million
-4- 8 CERTAIN FINANCIAL INFORMATION OF THE COMPANY (Dollars in thousands) SELECTED INCOME STATEMENT DATA:
YEAR ENDED DECEMBER 31, TWELVE ------------------------------- MONTHS ENDED 1991 1992 1993 August 31, 1994 ---- ---- ---- --------------- (unaudited) OPERATING REVENUES . . . . . . . . . . . . . $710,205 $729,402 $834,556 $840,145 INCOME BEFORE INTEREST CHARGES . . . . . . . . . 117,152 107,523 118,111 115,398 NET INCOME . . . . . . . . . . . . . 75,683 72,601 84,011 82,689
RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. The ratio of earnings to fixed charges plus preferred stock dividends is computed by dividing earnings by the sum of fixed charges plus preferred stock dividend requirements before income taxes. For the purposes of such computations (i) earnings consist of net income plus fixed charges and income taxes; (ii) fixed charges consist of interest on long-term debt, net of amortization of debt discount, premium and expense, interest on provision for revenue refund and other interest charges; and (iii) preferred stock dividend requirements before income taxes represent the preferred stock dividends adjusted to a pre-income tax amount computed at the effective income tax rate for the applicable period.
YEAR ENDED DECEMBER 31, TWELVE ------------------------------ MONTHS ENDED 1989 1990 1991 1992 1993 August 31, 1994 ---- ---- ---- ---- ---- --------------- (unaudited) RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . 3.57 3.60 3.79 4.12 4.82 4.94 RATIO OF EARNINGS TO FIXED CHARGES PLUS PREFERRED STOCK DIVIDENDS . . . . . . . . . . . . . . 2.95 2.99 3.16 3.45 4.12 4.24
THE COMPANY The Company was organized in 1902 under the laws of the State of Illinois. The Company is a public utility operating -5- 9 company engaged in the sale of electricity and natural gas in portions of central and southern Illinois. The Company generates, transmits and distributes electricity and, through interchange agreements with other utility systems, purchases and sells power on a firm basis, in emergency situations or when economical to do so. The Company sells natural gas, which it purchases from suppliers and distributes in various parts of the territory served, and transports natural gas purchased by end-users directly from suppliers. CIPSCO Incorporated is the owner of all of the outstanding Common Stock of the Company. The principal executive offices of the Company are located at 607 East Adams Street, Springfield, Illinois 62739, and its telephone number is 217/523-3600. USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the Securities will be used (i) in connection with the payment at maturity or the redemption, refunding, refinancing or purchase of certain currently outstanding first mortgage bonds of the Company (the "Prior Securities") and (ii) for general corporate purposes (including payment of short-term debt incurred to finance construction expenditures and for issuance costs). The specific allocation of the net proceeds of a particular series of Offered Securities and information relating to the particular Prior Securities, if any, to be paid at maturity, redeemed, refunded, refinanced or purchased will be described in the Prospectus Supplement related thereto. Any Prior Securities purchased will be purchased at a price not in excess of the then-current redemption price applicable to such securities. In case of the redemption, refunding or purchase of Prior Securities, proceeds of the Offered Securities may be applied to pay any redemption premium or purchase price in excess of the principal amount. DESCRIPTION OF DEBT SECURITIES The Debt Securities will be issued as one or more additional series under, and secured by, the Indenture of Mortgage or Deed of Trust dated October 1, 1941, as amended and supplemented, and as to be further amended by one or more supplemental indentures (each a "Supplemental Indenture") to be entered into in connection with each series of Debt Securities, between the Company and Bank of America Illinois (formerly Continental Bank, N.A. and formerly Continental Illinois National Bank and Trust Company of Chicago), Chicago, Illinois (the "Trustee") and an individual successor Co-Trustee (collectively, the "Trustees"). Said Indenture of Mortgage or Deed of Trust, as amended and supplemented, and each Supplemental Indenture, copies of which are filed as exhibits to the Registration Statement (and are incorporated herein by reference), are herein called the "Indenture." -6- 10 The following statements, unless the context otherwise indicates, are brief summaries of the substance or general effect of certain provisions of the Indenture. The statements make use of defined terms and are not complete; they are subject to all the provisions of the Indenture and are qualified in their entirety by reference to the Indenture. GENERAL Reference is made to the applicable Prospectus Supplement for the following terms and other information with respect to the Debt Securities being offered hereby and thereby (the "Offered Debt Securities"): (1) the designation or designations and the principal amount or amounts of the Offered Debt Securities; (2) the date or dates on which the principal of the Offered Debt Securities shall be payable; (3) the rate or rates (or method of calculation) at which the Offered Debt Securities shall bear interest, the date or dates from which such interest shall accrue and the dates on which such interest shall be payable; (4) the price or prices at which, the period or periods within which and the terms and conditions upon which the Offered Debt Securities may be redeemed at the option of the Company; and (5) the price or prices at which, the period or periods within which and the terms and conditions upon which the Offered Debt Securities shall be redeemed pursuant to any mandatory or optional sinking or debt retirement fund. The holders of the outstanding first mortgage bonds do not have the right to tender such first mortgage bonds to the Company for repurchase upon the Company becoming involved in a highly leveraged or change in control transaction, and the Company does not currently intend to afford the holders of the Debt Securities such a right. Principal of and interest on the Debt Securities will be payable in Chicago, Illinois, or New York, New York and interest is payable, at the option of the Company, by check mailed to the registered owners of the Debt Securities. The Debt Securities may be issued in fully registered form without coupons in denominations of $1,000 each or any integral multiple thereof or by a global security registered in the name of the Depository. Transfers and exchanges of Debt Securities for other registered Debt Securities will be made without charge other than for any taxes or other government charges. The Company will not be required (a) to issue, register, transfer or exchange Debt Securities of a particular series and maturity during a period beginning at the opening of business on the tenth business day next preceding any selection of Debt Securities of such series and maturity to be redeemed and ending at the close of business on the day on which the applicable notice of redemption is given, (b) to register, transfer or exchange any Debt Securities selected, called or being called for redemption in whole or in part or (c) to transfer, exchange or register Debt Securities during the 10 days next preceding an interest payment date applicable to such Debt Securities. -7- 11 At August 31, 1994, the Company had outstanding $295,000,000 in principal amount of first mortgage bonds issued under the Indenture. Debt Securities may be authenticated against an equivalent principal amount of first mortgage bonds previously issued under the Indenture ("Prior Bonds") and/or against net expenditures for bondable property, which aggregated not less than $1,060,000,000 on August 31, 1994. See "Issuance of Additional Debt Securities" below. For the five years and eight months ended August 31, 1994, gross additions to the utility properties of the Company aggregated approximately $517,075,000. Gross retirements for such period were approximately $76,444,000. DEBT RETIREMENT Except as expressly set forth in any Prospectus Supplement relating to the Offered Debt Securities, the Debt Securities will not be entitled to any covenant providing for the retirement or amortization of Debt Securities outstanding or for the certification of expenditures for bondable property in lieu of such retirement. However, with respect to the Company's first mortgage bonds of Series K and L, the Indenture provides that during each calendar year the Company will retire, or pay the Trustee cash sufficient to redeem, 1% of the amount of each such Series then outstanding; or, in lieu thereof, certify to the Trustee $1,666.67 of net expenditures for bondable property on which the Indenture is a first mortgage lien, for each $1,000 of such first mortgage bonds otherwise required to be retired. Unapplied net expenditures for bondable property and, as to first mortgage bonds of such Series K and L, unapplied excess retirements of first mortgage bonds of such series, made in prior years may be used to satisfy the foregoing provisions. Certain retired series of first mortgage bonds may be applied, to the extent of 100% of the principal amount thereof, and any net expenditures for bondable property used or applied to satisfy the debt retirement provisions applicable to said retired series may be used again, as the basis for authentication of the Company's first mortgage bonds, the withdrawal of cash or the release of property under the Indenture. MAINTENANCE AND RENEWAL The Indenture provides that so long as any first mortgage bonds, including the Debt Securities, are outstanding, the Company will expend during each calendar year, and certify to the Trustees, an amount equal to 15% of its utility operating revenues for such year (after deducting from such revenues the cost of electricity and gas purchased for resale) for (1) the maintenance and repair of its mortgaged utility properties, (2) bondable property on which the Indenture is a first mortgage lien and/or (3) the retirement of the Company's first mortgage bonds (including any Debt Securities) of any series heretofore or hereafter issued under the Indenture. In lieu of such requirement, the Company may pay to the Trustees, in cash, any -8- 12 deficiency in the amount required to be so expended, after deducting any unapplied excess expenditures previously made for any of such purposes. Any such cash may be applied to the retirement, through purchase, payment or redemption, of the Company's first mortgage bonds (including any Debt Securities)(such retirement by redemption to be only if the Debt Securities or such first mortgage bonds are otherwise redeemable) or be withdrawn by the Company to the extent of 100% of either gross or net expenditures for bondable property on which the Indenture is a first mortgage lien. The Indenture also provides that (i) the Company shall maintain the mortgaged properties in good repair and working order, (ii) the Trustee may, and if requested by holders of a majority in principal amount of all outstanding first mortgage bonds and furnished with the necessary funds therefor shall, cause such properties to be inspected by an independent engineer (not more often than at five-year intervals) to determine whether they have been so maintained and whether any property, not retired on the Company's books, should be so classified for the purpose of computing net expenditures for bondable property or otherwise and (iii) the Company shall make good any deficiency in maintenance disclosed by such engineer's report as rendered or as modified by arbitration. SECURITY The Debt Securities will be secured by the lien of the Indenture and will rank equally with all the Company's first mortgage bonds at any time outstanding under and secured by the Indenture, except as to differences between series permitted by the Indenture and not affecting the rank of the lien thereof. In the opinion of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd., Springfield, Illinois, counsel for the Company, the Indenture constitutes a first mortgage lien, subject only to permitted encumbrances and liens, on all or substantially all the permanent fixed properties (other than excepted property) now owned by the Company. The Indenture contains provisions subjecting after-acquired property, other than excepted property, to the lien thereof. Such provisions might not be effective as to proceeds, products, rents, issues or profits of property subject to the lien of the Indenture realized, and additional property acquired, within 90 days prior and subsequent to the filing of a case with respect to the Company under the United States Bankruptcy Code, state insolvency laws or other similar laws affecting the enforcement of creditor's rights. The Indenture excepts or excludes from the lien thereof all cash, securities, accounts and bills receivable, choses in action and certain judgments not deposited or pledged with the Trustees, all [tangible] personal property held for sale, lease, rental or consumption in the ordinary course of business, the last day of each term under any lease of property, all gas, oil and other minerals under any property subject thereto, and certain real estate described therein. -9- 13 ISSUANCE OF ADDITIONAL DEBT SECURITIES The Indenture does not fix an overall dollar limitation on the aggregate principal amount of all first mortgage bonds that may be issued or outstanding thereunder. First mortgage bonds may be issued from time to time under the Indenture in a principal amount equal to: (a) 60% of eligible net expenditures made by the Company for bondable property constructed or acquired by it and on which the Indenture is a first mortgage lien, subject only to permitted encumbrances and liens and prepaid liens, (b) the principal amount of previously authenticated first mortgage bonds which have been retired or for the retirement of which the Trustee holds the necessary funds, other than certain first mortgage bonds not usable for the purpose under the terms of the Indenture, and (c) the amount of money deposited with the Trustee for the purpose, which money may be applied to the retirement of bonds or may be withdrawn in lieu of the authentication of an equivalent principal amount of first mortgage bonds under the Indenture provisions referred to in clauses (a) and (b). Upon the retirement of certain series of first mortgage bonds, any bonds of such series and any net expenditures for bondable property used or applied to satisfy the debt retirement provisions applicable to such series may be used as the basis for the authentication of additional first mortgage bonds under the Indenture. Net expenditures for bondable property are determined as provided in the Indenture. In general, bondable property means any utility plant, property or equipment owned by the Company on January 1, 1941 or constructed or otherwise acquired by it on or after that date and used or useful in its utility business. The Company has disposed of all of its operating water utility properties and now owns and operates only electric and gas utility properties. No additional first mortgage bonds may be authenticated under the Indenture provisions referred to in clauses (a) and (c) above, or authenticated as provided in clause (b) above, bearing a higher rate of interest than the first mortgage bonds to be retired (unless such first mortgage bonds to be retired would mature within five years) unless the Company's net earnings (as described below) for a 12-month period ending within 90 days next preceding such authentication were at least equal to twice the interest for one year on (1) all first mortgage bonds to be outstanding under the Indenture immediately after such authentication, other than first mortgage bonds for the retirement of which the Trustees hold the necessary funds and (2) all other indebtedness then secured by a lien equal or prior to the Indenture on property of the Company, with certain exceptions. "Net earnings" of the Company for any period means, presently, the earnings of the Company, computed in accordance with accepted principles of accounting and determined by deducting from the Company's total gross earnings and income for the period, all its operating expenses for the period, including -10- 14 maintenance, repairs, rentals, insurance, taxes on income and other taxes, depreciation, retirements, renewals and replacements, but not amortization, all as provided in the Indenture. The Supplemental Indenture dated December 1, 1973 amended the foregoing definition of "net earnings" to require the deduction, in computing such net earnings, of all taxes other than income taxes (instead of all taxes, including income taxes). The definition of "net earnings" as it read immediately prior to the amendment thereof will remain in effect, and said definition as amended will not become effective and operative, until all the first mortgage bonds of Series K and L now outstanding under the Indenture shall have been retired or all the holders thereof shall have consented to said amendment, as provided in said Supplemental Indenture dated December 1, 1973. Holders of first mortgage bonds of Series W, X, Y and Z and Newton Series are bound, and holders of first mortgage bonds of each subsequent series issued under the Indenture (including the Debt Securities) will likewise be bound, by the amended definition of "net earnings" when it becomes effective and operative. ACQUISITION OF PROPERTY SUBJECT TO A PRIOR LIEN The Indenture presently provides that, so long as first mortgage bonds of Series K and L and Newton Series are outstanding, the Company will not acquire any property of a value in excess of $1,000,000 which at the time of acquisition is subject to a lien equal or prior to the Indenture (other than permitted encumbrances and liens and prepaid liens) unless, at that time, (a) the principal amount of all outstanding obligations secured by such equal or prior lien shall not exceed 60% of the fair value of any bondable property so acquired and (b) the net earnings of such property during a 12-month period ending within 90 days next preceding such acquisition were at least equal to twice the annual interest charge on such obligations, except any of such obligations for the retirement of which the necessary funds are deposited under such lien or with the Trustee. The foregoing covenant will be extended to Offered Debt Securities only to the extent specified in the accompanying Prospectus Supplement and only as amended as described below. The Supplemental Indenture dated May 15, 1992 amended the Indenture to provide that upon the effectiveness of such amendment as described below the dollar amount referred to above shall be the lesser of (i) $25,000,000 or (ii) 10 percent of utility plant, less accumulated depreciation, of the Company at the time of acquisition, but in no event less than $1,000,000. Such amendment will be effective upon the retirement or with the consent of the holders of all the Company's first mortgage bonds Series K and L and Newton Series. Holders of first mortgage bonds of Series W, X, Y and Z are bound, and holders of first mortgage bonds of each subsequent series issued under the Indenture (including the Debt Securities) will likewise be bound, by the foregoing amendment when it becomes effective as described. -11- 15 LIMITATIONS ON COMMON STOCK DIVIDENDS The Indenture provides in effect that, so long as any first mortgage bonds of all prior series are outstanding, the Company will not declare or pay any dividends on its Common Stock (other than in stock), or make any other distribution on or purchase any of its Common Stock, unless, for the period beginning January 1, 1941 to the date of such payment, distribution or purchase, the total amount charged or provided by the Company for maintenance and repairs and provided for depreciation of properties subject to the lien of the Indenture, plus the earned surplus (retained earnings) of the Company earned during such period and remaining after any such payment, distribution or purchase, shall aggregate not less than 15% of the Company's total utility operating revenues for the period, after deducting from such revenues the cost of electricity and gas purchased for exchange or resale. For the period January 1, 1941 to August 31, 1994, the total of the amounts so expended and provided by the Company for such maintenance, repairs and depreciation, plus the undistributed earned surplus accumulated during the period, aggregated about 22.9% of such revenues and, exclusive of such earned surplus, aggregated about 19.3% of such revenues. First mortgage bonds (including the Debt Securities) may be issued in the future which are entitled to the benefits of more stringent or less stringent covenants with respect to payments of dividends by the Company, or may be entitled to no such covenants. The foregoing covenant will be extended to Offered Debt Securities only to the extent specified in the accompanying Prospectus Supplement. MODIFICATION OF INDENTURE The terms and provisions of the Indenture may be modified or amended from time to time by a supplemental indenture executed by the Company and the Trustees and without the consent of bondholders, for any one or more of the purposes provided in the Indenture. Such purposes include, among others, (1) any change or modification of any of the terms or conditions of the Indenture, provided that such change or modification would not adversely affect the first mortgage bonds then outstanding and is made effective only with respect to first mortgage bonds authenticated after the execution of such supplemental indenture and (2) any other change or modification of such terms or conditions which is not inconsistent with the terms, and which shall not impair the security, of the Indenture. By Supplemental Indenture dated December 1, 1973, the Indenture was amended, effective upon the retirement or with the consent of the holders of all of the Company's first mortgage bonds Series K and L, to provide that the Indenture may be amended in any respect with the consent of the holders of not less than 66-2/3% in principal amount of all first mortgage bonds of all series then outstanding that would be affected thereby, except that, without the consent of the holder of each outstanding first mortgage bond affected thereby, no such -12- 16 amendment shall, among other things, (i) extend the time or times or otherwise affect the terms of payment of the principal, interest or premium in respect of any first mortgage bond, or reduce the principal amount of any first mortgage bond or any premium thereon or the rate of interest thereon, (ii) impair the right of any bondholder to institute suit for the enforcement of any such payment in respect of its first mortgage bonds, (iii) permit the creation of any lien ranking prior to, or on a parity with, the lien of the Indenture, other than permitted encumbrances and liens or prepaid liens, (iv) deprive any nonassenting bondholder of a lien on the mortgaged property for the security of the bondholder's first mortgage bonds or (v) reduce the percentage in principal amount of first mortgage bonds, the consent of the holders of which is required for any such amendment. Holders of first mortgage bonds of Series W, X, Y and Z and Newton Series are bound, and holders of first mortgage bonds of each subsequent series issued under the Indenture (including the Debt Securities) will likewise be bound, by the foregoing amendment when it becomes effective as described. The Supplemental Indenture dated May 15, 1992 further amended the Indenture to provide that the percentage of bondholders necessary to consent to amendments shall be 51% (instead of 66-2/3% as described above). Such amendment will be effective upon (i) the effectiveness of the amendment included in the Supplemental Indenture dated December 1, 1973 described above and (ii) the retirement or with the consent of the holders of all the Company's first mortgage bonds Series K and L and Newton Series. Holders of first mortgage bonds of Series W, X, Y and Z are bound, and holders of first mortgage bonds of subsequent series issued under the Indenture (including the Debt Securities) will likewise be bound, by the foregoing amendment when it becomes effective as described. OTHER INDENTURE PROVISIONS Holders of a majority in principal amount of the first mortgage bonds secured by the Indenture have the right to direct the time, method and place of conducting proceedings for remedies available to, or exercising any trust or power of, the Trustees. However, the Trustees may decline to follow such directions in certain circumstances specified in the Indenture; the Trustees are not required to exercise powers of entry or sale under the Indenture; and the Trustees are entitled to be indemnified against expenditures incurred in connection with taking any directed action or proceeding. A "default" or an "event of default" under the Indenture means: (a) failure to pay the principal of any first mortgage bond when due at maturity or otherwise; (b) failure to pay first mortgage bond interest within 60 days after its due date; (c) failure to pay the principal of, or interest on, any prior lien bond, continued beyond the grace period (if any) specified -13- 17 in the lien securing such bond; (d) failure of the Company for 90 days after written demand to comply with any other covenant or condition in the Indenture or in any first mortgage bond or any prior lien bond or lien; or (e) certain events relating to bankruptcy, insolvency, assignment or receivership. The Trustees are required to give notice to bondholders of defaults known to the Trustees, within 90 days after the occurrence thereof; provided that the Trustees may withhold giving notice to bondholders of defaults (other than any default in payment of interest, principal or sinking or purchase fund installment in respect of any first mortgage bond) if the Trustees determine in good faith that such withholding is in the interest of the bondholders. Upon default, the Trustees may, among other remedies, and upon written notice from the holders of a majority in principal amount of first mortgage bonds then outstanding under the Indenture shall, declare the principal of all first mortgage bonds to be immediately due and payable. Upon certain terms and conditions, the declaration of acceleration may be rescinded and waived. The Company is required to furnish to the Trustee certificates of officers and engineers and, in certain cases, of accountants in connection with the authentication of first mortgage bonds, withdrawal of money, release of property and other matters, and opinions of counsel as to the lien of the Indenture and other matters. The Company also is required to furnish to the Trustee, not less frequently than annually, a certificate as to the Company's compliance with all the conditions and covenants under the Indenture, including the satisfaction of the maintenance and renewal, and the debt retirement, provisions of the Indenture and an opinion of counsel with respect to the lien of the Indenture. RELATIONSHIP WITH THE TRUSTEE The Company maintains a general checking account with and may use other services of Bank of America Illinois, Chicago, Illinois, the Trustee. -14- 18 DESCRIPTION OF NEW PREFERRED GENERAL The authorized capital stock of the Company is divided into three classes: 45,000,000 shares of Common Stock without par value ("Common Stock"), of which 25,452,373 shares (all owned by CIPSCO Incorporated) were outstanding at August 31, 1994; 2,600,000 shares of the Cumulative Preferred Stock without par value ("No Par Preferred"), issuable in series, of which no shares were outstanding at August 31, 1994; and 2,000,000 shares of the Cumulative Preferred Stock, par value $100 per share ("$100 Par Value Preferred"), issuable in series. At August 31, 1994 nine series totaling 800,000 shares of the $100 Par Value Preferred were outstanding. When used in this Prospectus, the term "Preferred Stock," unless the context indicates otherwise, means all the authorized shares of No Par Preferred and the $100 Par Value Preferred (including the New Preferred), whether currently outstanding or hereafter issued. Reference is made to the applicable Prospectus Supplement for the following terms and other information with respect to the New Preferred being offered hereby and thereby (the "Offered New Preferred"): (1) the class and series designation; (2) the number of shares in such series; (3) the dividend payment dates and the dividend rate or rates or method of determination or calculation thereof; (4) applicable redemption provisions, if any; (5) sinking fund or purchase fund provisions, if any; (6) stated value, if any; and (7) any other special terms applicable thereto. The New Preferred may be issued in certificated form or in "book-entry form" through the facilities of the Depository. Certain of the terms and provisions of the Preferred Stock are set forth in the Company's Restated Articles of Incorporation (the "Articles"). The other terms and provisions of each series of New Preferred will be set forth in the resolution adopted by the Company's Board of Directors (the "Board") establishing such series of New Preferred. The following statements, unless the context otherwise indicates, are brief summaries of the substance or general effect of certain provisions of the Articles. Such statements make use of defined terms, are not complete, and are intended only to outline such provisions in general terms. Reference is made to the provisions of the Articles (a copy of which is filed as an exhibit to this Registration Statement and which is incorporated herein by reference) and the laws of the State of Illinois. ISSUANCE IN SERIES The authorized but unissued shares of Preferred Stock may be issued in one or more series from time to time upon such terms and in such manner, with such variations as to dividend rates (which may be fixed or variable), dividend periods and payment dates, the prices at which, and the terms and conditions on -15- 19 which, shares may be redeemed or repurchased, and sinking fund provisions, if any, as may be determined by the Board. Except for such characteristics, as to which the Board has discretion, all series of the $100 Par Value Preferred rank equally and are alike in all respects. Except for such characteristics and the amount payable upon the liquidation, dissolution or winding up of the Company, the stated value and the terms and conditions, if any, upon which shares may be converted, as to which the Board has discretion, all series of the No Par Preferred rank equally and are alike in all respects. The aggregate stated value of the issued and outstanding No Par Preferred shall not exceed $65,000,000 at any time. DIVIDEND RIGHTS Holders of Preferred Stock are entitled to receive in respect of each share held, from (and including) the date of issue thereof, cumulative dividends on the par or stated value thereof at the rate or rates applicable thereto, and no more, in preference to the Common Stock, payable quarterly or for such other periods as may be fixed by the Board, when and as declared by the Board out of any surplus or net profits of the Company legally available for the purpose. No dividend may be paid on or set apart for any share of Preferred Stock in respect of a dividend period unless, at the same time, there shall be paid on or set apart for all shares of such stock then outstanding and having a dividend period ending on the same date, dividends in such an amount that the holders of all such shares of such stock shall receive or have set apart for them a uniform percentage of the full dividend to which they are respectively entitled and unless all dividends on the Preferred Stock, for all preceding dividend periods, have been fully paid or declared and funds set apart for the payment thereof. Further, no dividend may be paid on or set apart for any share of Preferred Stock unless all amounts required to be paid and set aside for any sinking fund for the redemption or purchase of shares of any series of Preferred Stock outstanding, with respect to all preceding sinking fund dates, have been paid or set aside in accordance with the terms of such series of Preferred Stock. OPTIONAL REDEMPTION AND REPURCHASE PROVISIONS Subject to restrictions, if any, on redemptions set forth in the applicable Prospectus Supplement, the New Preferred will be redeemable, at the option of the Company, in whole at any time or in part from time to time, on not less than 30 days' notice. See the accompanying Prospectus Supplement for a description of provisions, if any, for mandatory redemption and redemption at the option of the Company of the Offered New Preferred. SINKING FUND OR PURCHASE FUND PROVISIONS No sinking fund redemptions or purchases in respect of the New Preferred may be made, or funds set aside for such purposes, -16- 20 unless dividends on all shares of Preferred Stock of any series for all past dividend periods shall have been made in full or declared and funds set apart for their payment. See the accompanying Prospectus Supplement for a description of provisions, if any, for purchase through a sinking fund or otherwise of the Offered New Preferred. VOTING RIGHTS Under Illinois law, each share of Common Stock and each share of Preferred Stock is entitled to one vote on each matter voted on at all meetings of stockholders, with the right of cumulative voting in the election of directors and the right to vote as a class on certain questions. CIPSCO Incorporated owns 100% of the outstanding Common Stock of the Company. The Articles give to holders of the Preferred Stock certain special voting rights designed to protect their interests with respect to specified corporate actions, including certain amendments to the Articles, the issuance of Preferred Stock or parity stock, the issuance or assumption of certain unsecured indebtedness, and mergers, consolidations or sales or leases of substantially all of the Company's assets. See "Restrictions on Certain Corporate Actions." LIQUIDATION RIGHTS In the event of any liquidation, dissolution or winding up (voluntary or involuntary) of the Company, holders of Preferred Stock are entitled to receive an amount equal to the aggregate par or stated value of their shares and any unpaid accrued dividends thereon, before any payment or distribution is made to holders of the Common Stock. Each series of Preferred Stock otherwise ranks on a parity with each other series as to liquidation rights. RESTRICTIONS ON CERTAIN CORPORATE ACTIONS The Articles provide in effect that, so long as any Preferred Stock is outstanding: (A) The Company shall not, without a two-thirds vote of each class of the Preferred Stock (the $100 Par Value Preferred and the No Par Preferred each voting separately as a class), unless the retirement of such stock is provided for, (1) amend the Articles to create any prior ranking stock or security convertible into such stock, or issue any such stock or convertible security, or (2) change the terms and provisions of the Preferred Stock so as to affect adversely the holders' rights or preferences, except that the requisite vote of the shares of only the class or series (if less than all series) so affected shall be required, or (3) issue any shares of Preferred Stock or of equal ranking stock, except to retire or in exchange for an equal amount thereof, unless (a) the gross income of the Company -17- 21 available for interest for a 12-month period ending within the 15 months next preceding such issue was at least 1-1/2 times the sum of (i) one year's interest (adjusted by provision for amortization of debt discount and expense or of premium, as the case may be) on all the funded debt and notes of the Company maturing more than 12 months after the date of issue of such shares that will be outstanding at such date, and (ii) one year's dividends on the Preferred Stock and all equal or prior ranking stock to be outstanding after the issue of such shares or convertible securities, and (b) the sum of the Common Stock capital and surplus accounts of the Company shall be not less than the total amount of the involuntary liquidation preference of all Preferred Stock and all equal or prior ranking stock to be outstanding after the issue of such shares or convertible securities; and (B) The Company shall not, without a majority vote of each class of the Preferred Stock (the $100 Par Value Preferred and the No Par Preferred each voting separately as a class), unless the retirement of such stock is provided for, (1) issue or assume any "unsecured debt securities," except to refund any secured or unsecured debt of the Company or to retire any Preferred Stock or equal or prior ranking stock, if immediately after such issue or assumption the total amount of all its unsecured debt securities to be outstanding would exceed 20% of the sum of all outstanding secured debt securities and the capital and surplus of the Company, or (2) merge or consolidate with any other corporation, or sell or lease substantially all of its assets, unless the transaction has been approved by all regulatory bodies having jurisdiction. "Unsecured debt securities" is defined in the Articles to mean all unsecured notes, debentures or other securities representing unsecured indebtedness which have a final maturity, determined as of the date of issuance or assumption, of less than two years. For purposes of making the calculations referred to in paragraph (A)(3) above, the "dividend requirement for one year" applicable to any shares of Preferred Stock or such parity stock or convertible securities proposed to be issued which will have dividends determined according to an adjustable, floating or variable rate shall be determined on the basis of the dividend rate to be applicable to such series of Preferred Stock or such parity stock or convertible securities on the date of such issuance and the "interest for one year" on funded indebtedness or notes outstanding and the "dividend requirement for one year" on any outstanding shares of any series of Preferred Stock or shares of stock, if any, ranking prior to or on a parity with the Preferred Stock, or securities convertible into such stock, and having interest or dividends determined according to an adjustable, floating or variable rate shall be determined on the basis of the daily weighted average annual interest or dividend rate applicable to such security (a) during any consecutive -18- 22 twelve-month period selected by the Company, which period ends within 90 days prior to the issue of the shares or convertible securities proposed to be issued or (b) if the security has been outstanding for less than twelve full calendar months, during such shorter period beginning on the date of issuance of such security and ending on a date selected by the Company, which date is not more than 45 days prior to the issue of the shares or convertible securities proposed to be issued; provided that if such security shall have been issued within 45 days prior to the issue of the shares or convertible securities proposed to be issued, the interest or dividend rates shall be that applicable on the date of issuance of such security. PREEMPTIVE RIGHTS Holders of the Preferred Stock have no preemptive rights to subscribe for or purchase any securities issued by the Company. MISCELLANEOUS The $100 Par Value Preferred has no conversion rights. There is no restriction on the repurchase or redemption by the Company of its stock while there is any arrearage in the payment of dividends or sinking fund installments in respect of its shares, except in circumstances when the repurchase or redemption of its shares is otherwise prohibited or restricted by statute or common law or, as summarized herein, by the Articles or by the Indenture. The Company reserves the right to increase, decrease or reclassify its authorized stock of any class or series thereof, and to amend or repeal any provision in the Articles or any amendment thereto, in the manner prescribed by law, subject to the conditions and limitations prescribed in the Articles; and all rights conferred on stockholders in the Articles are subject to this reservation. The New Preferred, when issued by the Company upon receipt of the consideration therefor, will be fully paid and non-assessable. Except as otherwise provided in a Prospectus Supplement, the Transfer Agents for the New Preferred will be Illinois Stock Transfer Company, Chicago, Illinois, and Harris Trust and Savings Bank, Chicago, Illinois; and the Registrar will be Harris Trust and Savings Bank, Chicago, Illinois. -19- 23 BOOK-ENTRY SYSTEM The Securities, at the option of the Company, may be issued as either securities in certificated form or global securities. If, as described in the applicable Prospectus Supplement, the Company elects to use a book-entry system with respect to any Offered Securities, upon issuance, all Debt Securities having the same issuance date, maturity date, redemption provisions and interest rate or rates, and all shares of each series of New Preferred will be represented by one fully-registered global security (the "Global Security"). The Global Security will be deposited with, or on behalf of, the Depository, and registered in the name of the Depository or a nominee of the Depository. So long as the Depository, or its nominee, is the registered owner of a Global Security, such Depository or such nominee, as the case may be, will be considered the owner of such Global Security for all purposes, including any notices and voting. Except in the circumstances described below, the owners of beneficial interests in a Global Security will not be entitled to have any individual Securities registered in their names, will not receive or be entitled to receive physical delivery of any such Securities and will not be considered the owners of Debt Securities under the Indenture or of New Preferred, as the case may be. Accordingly, each person holding a beneficial interest in a Global Security must rely on the procedures of the Depository and, if such person is not a Direct Participant (as herein defined), on procedures of the Direct Participant through which such person holds its interest, to exercise any of the rights of a registered owner of such Security. If the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed, the Company will issue individual securities in certificated form ("Certificated Securities") in exchange for the Global Security or Global Securities representing the corresponding book-entry Securities represented by one or more Global Securities and, in such event, will issue Certificated Securities in exchange for the Global Securities representing the corresponding book-entry Securities. Further, in such event, an owner of a beneficial interest in a Global Security representing book-entry Securities may, on terms acceptable to the Company and the Depository for such Global Security, receive such book-entry Securities as Certificated Securities. In any such instance, an owner of a beneficial interest in a Global Security representing book-entry Securities will be entitled to physical delivery of individual Certificated Securities equal in principal amount to, or in the case of New Preferred, equal to the aggregate number of shares of New Preferred of, such beneficial interest and to have such Certificated Securities registered in the name of such owner. Certificated Debt Securities will be issued as registered book-entry Debt Securities in denominations, of $1,000 unless otherwise specified in a Prospectus Supplement. -20- 24 The following is based solely on information furnished by DTC: DTC will act as securities depository for the Global Securities. The Global Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Global Security certificate will be issued for each issue of the Global Securities, each in the aggregate principal amount (or aggregate number of shares) of such issue and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Commission. Purchases of Global Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for such purchases of Global Securities on DTC's records. The ownership interest of each actual purchaser of each Global Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Global Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Global Securities, except in the -21- 25 event that use of the book-entry system for the Global Securities is discontinued. To facilitate subsequent transfers, all Global Securities deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Global Securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Global Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Global Securities are credited which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. If the Global Securities are redeemable, redemption notices shall be sent to Cede & Co. If less than all of the Global Securities are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Global Securities. Under its usual procedures, DTC mails an omnibus proxy to the Company as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants whose accounts the Global Securities are credited on the record date (identified in a listing attached to the omnibus proxy). Principal and interest payments or dividends on the Global Securities will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the date on which interest or a dividend is payable in accordance with the respective holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest on Debt Securities represented by Global Securities to DTC is the responsibility of the Company and the Trustee; and payments of dividends or other amounts relating to New Preferred represented by Global Securities is the responsibility of the Company. Disbursement of such payments to Direct Participants shall be the responsibility of DTC, and -22- 26 disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Global Securities at any time by giving reasonable notice to the Company and, if applicable, the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Securities in certificated form are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Securities in certificated form are required to be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources (including DTC) that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof. The underwriters, dealers or agents of any Offered Securities may be Direct Participants of DTC. NONE OF THE COMPANY, THE TRUSTEE, OR ANY AGENT FOR PAYMENT ON OR REGISTRATION OF TRANSFER OR EXCHANGE OF ANY GLOBAL SECURITY WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN SUCH GLOBAL SECURITY OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL INTERESTS. PLAN OF DISTRIBUTION The Company may sell the Securities (i) through underwriters or dealers; (ii) directly to one or more institutional purchasers; or (iii) through agents. The Prospectus Supplement with respect to each series of Offered Securities will set forth the terms of the offering of such Offered Securities, including the name or names of any underwriters, the purchase price of such Offered Securities and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Any initial offering price and any discounts, concessions or commissions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in an offering, the Offered Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Offered Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. -23- 27 The specific managing underwriter or underwriters, if any, will be named in the Prospectus Supplement relating to the particular Offered Securities together with the members of the underwriting syndicate, if any. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the particular Offered Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such Offered Securities if any are purchased. Offered Securities may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the Offered Securities in respect of which the Prospectus Supplement is delivered and any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any underwriters, dealers or agents participating in the distribution of the Offered Securities may be deemed to be underwriters and any discounts or commissions received by them on the sale or resale of the Offered Securities may be deemed to be underwriting discounts and commissions under the Securities Act. Agents, dealers and underwriters may be entitled, under agreements entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under the Securities Act, and to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect thereof. Agents, dealers and underwriters may engage in transactions with or perform services for the Company in the ordinary course of business. Unless otherwise specified in a Prospectus Supplement, the Securities will not be listed on a national securities exchange. No assurance can be given that any broker-dealer will make a market in any series of Offered Securities, and, in any event, no assurance can be given as to the liquidity of the trading market for any of the Offered Securities. The Prospectus Supplement will state, if known, whether or not any broker-dealer intends to make a market in the Offered Securities. If no such determination has been made, the Prospectus Supplement will so state. LEGAL OPINIONS The validity of the Securities will be passed upon for the Company by Jones, Day, Reavis & Pogue, 77 West Wacker Drive, Chicago, Illinois 60601-1692. Certain legal matters will be passed upon for any underwriters, dealers, purchasers or agents by Gardner, Carton & Douglas, Quaker Tower, 321 North Clark Street, Chicago, Illinois 60610-4795. -24- 28 The statements as to matters of law or legal conclusions with respect to the jurisdiction of certain regulatory commissions expressed under Item 1, Business -- Regulation in the 1993 Form 10-K have been prepared or reviewed by Jones, Day, Reavis & Pogue. The statements as to matters of law or legal conclusions expressed under the caption "Description of Debt Securities -- Security" in this Prospectus have been prepared or reviewed by Sorling, Northrup, Hanna, Cullen & Cochran, Ltd. Such statements are made upon the authority of such counsel, who have given their opinions that such statements as to such matters are correct. EXPERTS The audited financial statements and schedules of the Company, as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993 included in the 1993 Form 10-K and incorporated by reference in this Prospectus and elsewhere in the Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said report. -25- 29
---------------------------------------------------- ------------------------------------------------- ---------------------------------------------------- ------------------------------------------------- No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those $50,000,000 contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This Central Illinois Public Service Company Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this First Mortgage Bonds Prospectus or an offer to sell or the solicitation of an offer to buy such securities in any Medium-Term Notes circumstances in which such offer or solicitation (Series of First Mortgage Bonds) is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder or Cumulative Preferred Stock thereunder shall create, under any circumstances, Par Value $100 Per Share any implication that the information contained herein or therein is correct as of any time subsequent to the date of such information. ----------------------------- TABLE OF CONTENTS Page ---- Available Information . . . . . . . . . . . . 2 Incorporation of Certain Information by Reference . . . . . . . . . 2 Selected Information . . . . . . . . . . . . 4 The Company . . . . . . . . . . . . . . . . . 5 Use of Proceeds . . . . . . . . . . . . . . . 6 Description of Debt Securities . . . . . . . . 6 PROSPECTUS Description of New Preferred . . . . . . . . . 15 Book-Entry System . . . . . . . . . . . . . . . 20 ---------------------------- Plan of Distribution . . . . . . . . . . . . . 23 Legal Opinions . . . . . . . . . . . . . . . . 24 Dated Experts . . . . . . . . . . . . . . . . . . . . 25 ---------------------------------------------------- ------------------------------------------------- ---------------------------------------------------- -------------------------------------------------
30 PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Securities and Exchange Commission, registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,242* Illinois Commerce Commission Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000** Illinois Franchise Fees on New Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 Printing of Registration Statement, Prospectus, Supplemental Indentures, Bonds, Notes, Stock Certificates, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,000 Fees of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,250 Fees of Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,750 Fees of Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 Expenses and counsel fees for qualification or registration of the Bonds, Notes and New Preferred Stock under "blue sky" laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500 Counsel fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,000 Miscellaneous expenses, including traveling, telephone, copying, shipping, recording, etc 7,258 ======= Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $410,000 ========
- ---------------- * Exact amount ** May be less if certain credits are available ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 8.75 of the Illinois Business Corporation Act provides that the registrant may, and in some cases must, indemnify each director and each officer of the registrant against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her by reason of the fact that he or she is or was a director or officer of the registrant, subject to certain conditions and limitations. The registrant's Bylaws provide, in general, for mandatory indemnification of directors and officers by the registrant to the fullest extent permitted by law. In addition, certain officers of the Company have entered into Indemnification Agreements with the Company pursuant to which the Company is obligated to provide certain indemnification to such officers. Officers and directors of the registrant are covered by insurance policies purchased by the registrant under which they are insured (subject to exceptions and limitations specified in the policies) against expenses and liabilities arising out of actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers. II-1 31 ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS - ------- ------------------------ 1.01 Form of First Mortgage Bond Underwriting Agreement. (Exhibit 1.01 in File No. 33-59674) Incorporated by reference. 1.02 Form of Preferred Stock Underwriting Agreement. (Exhibit 1.02 in File No. 33-59674) Incorporated by reference. 1.03 Form of Medium-Term Note Distribution Agreement. 3.01 Restated Articles of Incorporation of the Company (Exhibit 3(b) to the Company's Form 10-Q for the quarter ended March 31, 1994, File No. 1-3672). Incorporated by reference. 3.02 Form of proposed resolution establishing the New Preferred. (Exhibit 3.02 in File No. 33-59674) Incorporated by reference. 4.01 Indenture of Mortgage or Deed of Trust dated October 1, 1941 from the Company to Bank of America Illinois (formerly Continental Bank, N.A. and formerly Continental Illinois National Bank and Trust Company of Chicago) and Edmond B. Stofft, as Trustees. (Exhibit 2.01 in File No. 2-60232.) 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 and April 1, 1993, between the Company and the Trustees under the Indenture of Mortgage or Deed of Trust referred to above (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
II-2 32 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 and Exhibit 2.02(a) in File No. 2-66380; 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. Incorporated by reference. 4.02 Form of proposed Supplemental Indenture providing for Bonds or Notes and amending the Indenture in certain respects. 5 Opinion of Jones, Day, Reavis & Pogue regarding legality. 12 Computation of Ratios 23.01 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5). 23.02 Consent of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd. 23.03 Consent of Arthur Andersen LLP. 24 Powers of Attorney. 25 Form T-1 and Form T-2 statements of eligibility of trustees.
II-3 33 ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes as follows: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, II-4 34 officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in that Act and will be governed by the final adjudication of such issue. II-5 35 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 (including the reasonable belief that the security rating requirement of General Instruction I.B.2. will be met by the time of sale of any Securities registered hereunder) and has duly caused this registration statement or amendment thereto, as the case may be, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Springfield and State of Illinois. Dated: October 18, 1994 Central Illinois Public Service Company By: /s/ C.L. Greenwalt ----------------------------- C.L. Greenwalt President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment thereto, as the case may be, has been signed by the following persons in the capacities and on the date indicated. Dated: October 18, 1994 Signature Title --------- ----- /s/ C.L. Greenwalt - -------------------------- C.L. Greenwalt President and Chief Executive Officer and Director (principal executive officer) /s/ R.W. Jackson - -------------------------- R.W. Jackson Senior Vice President Finance and Secretary (principal financial officer) and Director /s/ J.C. Fiaush - -------------------------- J.C. Fiaush Controller (principal accounting officer) II-6 36 * - ------------------------- William J. Alley Director * - ------------------------- John L. Heath Director * - ------------------------- Gordon R. Lohman Director * - ------------------------- Hanne M. Merriman Director * - ------------------------- Donald G. Raymer Director * - ------------------------- Thomas L. Shade Director * - ------------------------- James W. Wogsland Director * The undersigned by signing his name hereunto has hereby signed this registration statement or amendment thereto, as the case may be, on behalf of the above-named officers and/or directors on the date stated above, pursuant to a power of attorney executed on behalf of each such officer and/or director and filed as Exhibit 24 to this registration statement. /s/ R.W. Jackson - ------------------------- R.W. Jackson II-7 37 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS - ------- ------------------------ 1.01 Form of First Mortgage Bond Underwriting Agreement. (Exhibit 1.01 in File No. 33-59674) Incorporated by reference. 1.02 Form of Preferred Stock Underwriting Agreement. (Exhibit 1.02 in File No. 33-59674) Incorporated by reference. *1.03 Form of Medium-Term Note Distribution Agreement. 3.01 Restated Articles of Incorporation of the Company (Exhibit 3(b) to the Company's Form 10-Q for the quarter ended March 31, 1994, File No. 1-3672). Incorporated by reference. 3.02 Form of proposed resolution establishing the New Preferred. (Exhibit 3.02 in File No. 33-59674) Incorporated by reference. 4.01 Indenture of Mortgage or Deed of Trust dated October 1, 1941 from the Company to Bank of America Illinois (formerly Continental Bank, N.A. and formerly Continental Illinois National Bank and Trust Company of Chicago) and Edmond B. Stofft, as Trustees. (Exhibit 2.01 in File No. 2-60232.) 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 and April 1, 1993, between the Company and the Trustees under the Indenture of Mortgage or Deed of Trust referred to above (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
38 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 and Exhibit 2.02(a) in File No. 2-66380; 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. Incorporated by reference. *4.02 Form of proposed Supplemental Indenture providing for Bonds or Notes and amending the Indenture in certain respects. *5 Opinion of Jones, Day, Reavis & Pogue regarding legality. *12 Computation of Ratios 23.01 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5). *23.02 Consent of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd. *23.03 Consent of Arthur Andersen LLP. *24 Powers of Attorney. *25 Form T-1 and Form T-2 statements of eligibility of trustees.
- -------------------------- * Filed herewith EX-1.03 2 DISTRIBUTION AGREEMENT 1 Exhibit 1.03 Draft 10/17/94 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY FIRST MORTGAGE BONDS, MEDIUM-TERM NOTE SERIES DISTRIBUTION AGREEMENT , 1994 Dear Sirs: Central Illinois Public Service Company, an Illinois corporation (the "Company"), confirms its agreement with ____________________________________ _______________________________________________________ (each referred to as an "Agent" and collectively referred to as the "Agents") with respect to the issue and sale by the Company of its First Mortgage Bonds, Medium-Term Note Series described herein (the "Bonds"). The Bonds will be issued under its Indenture of Mortgage or Deed of Trust dated October 1, 1941, executed by the Company to Bank of America Illinois, Chicago, Illinois, as trustee (the "Trustee") and ____________________, co-trustee (collectively, the "Trustees"), as previously supplemented and amended by supplemental trust indentures and as to be further supplemented and amended by a supplemental trust indenture relating to each series of Bonds (such Indenture of Mortgage or Deed of Trust as so supplemented and amended and as to be so supplemented and amended is referred to as the "Indenture"). Each series of Bonds shall have the maturity range, interest rate, if any, optional and mandatory redemption provisions and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. Each series of Bonds will be issued, and the terms and rights thereof established, from 2 time to time by the Company in accordance with the Indenture. As of the date hereof, the Company has authorized the issuance and sale of up to $50,000,000 aggregate principal amount of Bonds through the Agents pursuant to the terms of this Agreement. It is understood, however, that the Company may from time to time authorize the issuance of additional Bonds and that such additional Bonds may be sold through or to the Agents pursuant to the terms of this Agreement, all as though the issuance of such Bonds were authorized as of the date hereof. This Agreement provides both for the sale of Bonds by the Company directly to purchasers, in which case the Agents will act as agents of the Company in soliciting Bond purchases, and (as may from time to time be agreed to by the Company and the applicable Agent) to an Agent as principal for resale to purchasers. The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (No. 33-_______) for the registration of debt securities and preferred stock, including the Bonds, under the Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations"). Such registration statement has been declared effected by the SEC. Such registration statement (and any further registration statements which may be filed by the Company for the purpose of registering additional Bonds and in connection with which this Agreement is included or incorporated by reference as an exhibit) and the prospectus constituting a part thereof, and any prospectus supplements relating to the Bonds, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the "1934 Act") or the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to the Agents by the Company for use in connection with the offering of the Bonds which is not required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to each Agent for such use. 2 3 SECTION 1. APPOINTMENT AS AGENTS. (a) Appointment of Agents. Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Bonds directly on its own behalf, the Company hereby appoints the Agents as its agents for the purpose of soliciting purchases of the Bonds from the Company by others and agrees that, except as otherwise contemplated herein, whenever the Company determines to sell Bonds directly to an Agent as principal for resale to others, it will enter into a Terms Agreement (hereafter defined) relating to such sale in accordance with the provisions of Section 3(b) hereof. The Agents are authorized to appoint sub-agents or to engage the services of any other broker or dealer in connection with the offer or sale of the Bonds. The Company agrees that, during the period the Agents are acting as the Company's agents hereunder, the Company will not contract or solicit potential investors introduced to it by an Agent to purchase the Bonds. The Company may appoint, upon 30 days prior written notice to the Agents, additional persons to serve as Agents hereunder, but only if each such additional person agrees to be bound by all of the terms of this Agreement as an Agent. (b) Reasonable Efforts Solicitations; Right to Reject Offers. Upon receipt of instructions from the Company, each Agent will use its reasonable efforts to solicit purchases of such principal amount of the Bonds as the Company and such Agent shall agree upon from time to time during the term of this Agreement, it being understood that the Company shall not approve the solicitation of purchases of Bonds in excess of the amount that shall be authorized by the Company from time to time or in excess of the principal amount of Bonds registered pursuant to the Registration Statement. The Agents will have no responsibility for maintaining records with respect to the aggregate principal amount of Bonds sold, or of otherwise monitoring the availability of Bonds for sale under the Registration Statement. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Bonds, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Bonds, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent's agreement contained herein. The Company may accept or reject any proposed purchase of the Bonds, in whole or in part. (c) Solicitations as Agent; Purchases as Principal. In soliciting purchases of the Bonds on behalf of the Company, the Agents shall act solely as agents for the Company and not as principal. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Bonds has been solicited by such Agent and accepted by the Company. The Agents shall not have any liability to the Company if any such purchase is not consummated for any reason. The Agents shall not have any obligation to purchase Bonds from the Company as principal, but each Agent may agree from time to time to purchase Bonds as principal. Any such purchase of Bonds by an 3 4 Agent as principal shall be made pursuant to a Terms Agreement in accordance with Section 3(b) hereof. (d) Reliance. The Company and each Agent agree that any Bonds the placement of which such Agent arranges shall be placed by such Agent, and any Bonds purchased by such Agent shall be purchased, in reliance on the representations, warranties, covenants and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein. SECTION 2. REPRESENTATIONS AND WARRANTIES. (a) The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Bonds (whether through an Agent as agent or to an Agent as principal), as of the date of each delivery of Bonds (whether through such Agent as agent or to the Agent as principal) (the date of each such delivery to an Agent as principal being hereafter referred to as a "Settlement Date"), and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Bonds or similar changes) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement, unless the Agents shall otherwise specify) (each of the times referenced above being referred to herein as a "Representation Date") as follows: (i) Registration Statement and Prospectus. The Company meets the requirements for use of Form S-3 under the 1933 Act. There are no contracts or documents of the Company that are required to be filed as exhibits to the Registration Statement or any documents incorporated by reference therein by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations of the SEC thereunder (the "1934 Act Regulations") which have not been so filed. No order preventing or suspending the use of the Prospectus or the Registration Statement has been issued by the SEC. The Registration Statement complied, at the date of this Agreement, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the "1939 Act") and the rules and regulations of the SEC thereunder. The Registration Statement, at the date of this Agreement did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective or any Annual Report on Form 10-K is filed by the Company with the SEC and as of each Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The 4 5 Prospectus, as of the date of this Agreement complies, and as of each Representation Date will comply, in all material respects with the 1933 Act and the 1933 Act Regulations, and the Prospectus, as of the date of this Agreement does not, and as of each Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Company makes no representations or warranties in this subsection as to (A) that part of the Registration Statement which shall constitute the Statements of Eligibility (Forms T-1 and T-2) under the 1939 Act of the Trustees or (B) the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Agents specifically for use in the Registration Statement or Prospectus. (ii) Incorporated Documents. The documents incorporated by reference in the Prospectus as of the date of this Agreement, when they were filed with the SEC, conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference subsequent to the date hereof, when they are filed with the SEC, will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statements of Eligibility (Forms T-1 and T-2) under the 1939 Act of the Trustees or (B) the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Agents specifically for use in the Registration Statement or Prospectus. (iii) Financial Statements and Accountants. The financial statements of the Company filed as part of or incorporated by reference in the Registration Statement and Prospectus fairly present the financial condition of the Company as of the dates indicated and the results of its operations and cash flows for the periods therein specified; and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise indicated therein. Arthur Andersen LLP, who have certified or examined certain financial statements incorporated by reference in the 5 6 Registration Statement, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (iv) Due Incorporation and Qualification. The Company has been incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Illinois, with due corporate authority to own and operate the properties now used by it and to carry on its business as now being carried on by it, as described in the Prospectus; and the Company is not required by the nature of its business to be licensed or qualified as a foreign corporation in any other state or jurisdiction; and except as set forth in the Prospectus, the Company has all material licenses and approvals required to conduct its business. The Company has no majority- owned subsidiaries (within the meaning of Rule 1-02(m) of Regulation S-X (17 CFR Part 210) with total assets or total liabilities in excess of $100,000. (v) Authorization and Validity of the Bonds and the Indenture. On or prior to the applicable date of each delivery of Bonds (whether through an Agent as agent or pursuant to a Terms Agreement), the Indenture and the Bonds will be duly authorized by the Company. The Indenture has been duly qualified under the 1939 Act. When duly executed and delivered by the Company, assuming due authorization, execution and delivery of the Indenture by the Trustees, and when the Bonds have been duly executed, authenticated, issued and delivered as contemplated by this Agreement and by the Indenture, the Indenture and the Bonds will constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, except as enforcement of provisions of the Indenture may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for in the Indenture or limited by bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors' rights generally and except for the availability of equitable remedies. (vi) Material Changes. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (A) the Company has not sustained any loss or interference material to the Company with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (B) the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, that are material to the Company, and (C) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company, or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or 6 7 other), business, net worth or results of operations of the Company. (vii) Legal Proceedings. Except as set forth in the Prospectus, there is not pending or, to the knowledge of the Company, threatened, any action, suit or proceeding, to which the Company is a party, before or by any court or governmental agency or body, that might result in any material adverse change in the condition (financial or other), business, net worth or results of operations of the Company, or might materially and adversely affect the properties or assets of the Company. (viii) No Defaults; Regulatory Approvals. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan or note agreement, lease or other agreement or instrument to which the Company is a party or by which it is bound and that is material to the Company or to which any material property of the Company is subject, the Company's Restated Articles of Incorporation, or by-laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company and that is material to the Company or any of its material properties; the Illinois Commerce Commission (the "ICC") has issued its final order (the "ICC Order") authorizing the issuance and sale of the Bonds, the ICC Order is in full force and effect, and no other consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Bonds by the Company hereunder, except such as may be required under state securities laws and except for the approval of the ICC as described above, and the Company has full power and lawful authority to authorize, issue and sell the Bonds on the terms and conditions herein set forth. (ix) ICC Application. The written information contained in any application filed by the Company with the ICC in connection with the Company's request for authorization of the transactions contemplated hereby and the information contained in the certificates and the other documents delivered by the Company in connection therewith is true, correct and complete in all material respects. (x) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company. (xi) Title to Property. Substantially all of the permanent, fixed properties of the Company are owned in fee simple or are held under valid leases, in each case subject 7 8 only to (A) the liens of current mortgages (including the lien of the Indenture), (B) "permitted encumbrances and liens" as defined in the Indenture and (C) such minor imperfections of titles and encumbrances, if any, that are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the Company's operations. (xii) Investment Company. The Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. (xiii) Environmental Compliance. Except as set forth in the Prospectus, the Company (A) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (B) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (C) is in compliance with all terms and conditions of any such permit, license or approval, except as to clauses (A), (B) and (C) where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company. (b) Additional Certifications. Any certificate signed by any director or officer of the Company and delivered to the Agents or to counsel for the Agents in connection with an offering of Bonds or the sale of Bonds to an Agent as principal shall be deemed a representation and warranty by the Company to the Agents as to the matters covered thereby on the date of such certificate and at each Representation Date subsequent thereto. SECTION 3. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Bonds upon the terms and conditions set forth herein and in the Prospectus. 8 9 The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Bonds through an Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, such Agent will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised such Agent that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Bond sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto. An Agent may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Bonds. The purchase price, interest rate, maturity date, redemption provisions and other terms of the Bonds shall be agreed upon by the Company and the Agents and set forth in a pricing supplement to be prepared following each acceptance by the Company of an offer for the purchase of Bonds (a "Pricing Supplement"). Except as may be otherwise provided in such supplement to the Prospectus, the Bonds will be issued in denominations of $100,000 or any larger amount that is an integral multiple of $1,000. All Bonds sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Agent. (b) Purchases as Principal. Each sale of Bonds to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement that will provide for the sale of such Bonds to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement) between such Agent and the Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agent's commitment to purchase Bonds as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Bonds to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Bonds (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Bonds, any provisions relating to rights of, and default by purchasers acting together with such Agent in the reoffering of the Bonds, and such other provisions (including further terms of the Bonds) as may be 9 10 mutually agreed upon. Each Agent may utilize a selling or dealer group in connection with the resale of the Bonds purchased. Such Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. (c) Administrative Procedures. Administrative procedures with respect to the sale of Bonds shall be agreed upon from time to time by the Agents and the Company (the "Procedures"). The Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. SECTION 4. COVENANTS OF THE COMPANY. The Company covenants with each Agent as follows: (a) Notice of Certain Events. The Company will notify the Agents immediately (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the transmittal to the SEC for filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act that will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the SEC with respect to the Registration Statement or the Prospectus (including, in each case, any document incorporated by reference therein), (iv) of any request by the SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Notice of Certain Proposed Filings. The Company will give the Agents notice of its intention to file or prepare any additional registration statement with respect to the registration of additional Bonds, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of Bonds), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object. (c) Copies of the Registration Statement and the Prospectus. The Company will deliver to the Agents as many signed and conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or 10 11 incorporated by reference therein and documents incorporated by reference in the Prospectus) as the Agents may reasonably request. The Company will furnish to the Agents as many copies of the Prospectus (as amended or supplemented) as the Agents shall reasonably request so long as the Agents are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Bonds. (d) Preparation of Pricing Supplements. The Company will prepare, with respect to any Bonds to be sold through or to any Agent pursuant to this Agreement, a Pricing Supplement with respect to such Bonds in a form previously approved by such Agent and will file such Pricing Supplement pursuant to Rule 424(b)(3) under the 1933 Act not later than the close of business of the SEC on the fifth business day after the date on which such Pricing Supplement is first used. (e) Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (1) of this Section, if at any time during the term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Bonds in the Agents' capacity as agents and to cease sales of any Bonds the Agents may then own as principal pursuant to a Terms Agreement, and the Company will promptly prepare and file with the SEC such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. (f) Prospectus Revisions -- Periodic Financial Information. Except as otherwise provided in subsection (1) of this Section, on or prior to the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall furnish such information to the Agents, confirmed in writing, and shall cause the Prospectus to be amended or supplemented to include or incorporate by reference financial information with respect thereto and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and 11 12 explanations as shall be necessary for an understanding thereof or as shall be required by the 1933 Act or the 1933 Act Regulations. (g) Prospectus Revisions -- Audited Financial Information. Except as otherwise provided in subsection (1) of this Section, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations. (h) Earnings Statements. The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 1933 Act) covering each twelve month period beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in such Rule 158) of the Registration Statement with respect to each sale of Bonds. (i) Blue Sky Qualifications. The Company will endeavor, in cooperation with the Agents, to qualify the Bonds for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Bonds; provided that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Bonds have been qualified as above provided. The Company will promptly advise the Agents of the receipt by the Company of any notification with respect to the suspension of the qualification of the Bonds for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose. (j) 1934 Act Filings. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (k) Stand-Off Agreement. If required pursuant to the terms of a Terms Agreement, between the date of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, the 12 13 Company will not, without the applicable Agent's prior consent, offer or sell, or enter into any agreement to sell, any debt securities of the Company (other than the Bonds that are to be sold pursuant to such Terms Agreement and commercial paper in the ordinary course of business). (l) Suspension of Certain Obligations. The Company shall not be required to comply with the provisions of subsections (e), (f) or (g) of this Section during any period from the time (i) the Agents shall have suspended solicitation of purchases of the Bonds in their capacity as agents pursuant to a request from the Company and (ii) the Agents shall not then hold any Bonds as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Bonds should be resumed or shall subsequently enter into a new Terms Agreement with any or all of the Agents. (m) Condition to Agency Transactions. Any person who has agreed to purchase Bonds as the result of an offer to purchase solicited by an Agent shall have the right to refuse to purchase and pay for such Bonds if, on the related settlement date fixed pursuant to the Procedures, (i) there has been, since the date on which such person agreed to purchase the Bonds (the "Trade Date"), or since the respective date as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company whether or not arising in the ordinary course of business, or (ii) there shall have occurred any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such person, impracticable or inadvisable to purchase the Bonds, or (iii) trading in any securities of the Company or CIPSCO Incorporated has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by either federal or New York authorities, or (iv) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the Trade Date shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) any condition set forth in Section 5(d) shall not have been satisfied. SECTION 5. CONDITIONS OF OBLIGATIONS. The obligations of each Agent to solicit offers to purchase the Bonds as agent of the Company, the obligations of any purchasers of the Bonds sold through each Agent as agent, and any 13 14 obligation of an Agent to purchase Bonds pursuant to a Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all its covenants and agreements herein contained and to the following additional conditions precedent: (a) Legal Opinions. On the date hereof, the Agents shall have received the following legal opinions, dated as of the date hereof and in form and substance satisfactory to the Agents: (1) Opinion of Jones, Day, Reavis & Pogue. The opinion of Jones, Day, Reavis & Pogue, counsel to the Company, to the effect that: (i) The Company is a duly organized and validly existing corporation and is in good standing under the laws of the State of Illinois with corporate power and authority to own and operate the properties now owned by it and to conduct the business now being conducted by it as described in the Prospectus. (ii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, and the Indenture has been qualified under the 1939 Act. (iii) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when duly executed, authenticated, issued and delivered pursuant to this Agreement or any applicable Terms Agreement and the Indenture, upon receipt by the Company of the consideration therefor, will constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and the terms of the Indenture, entitled to the security and benefits of the Indenture and secured equally and ratably with all other bonds issued under the Indenture except as to differences between series permitted by the Indenture and not affecting the rank of the lien thereof. (iv) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company and, assuming that each such agreement has been duly and validly authorized, executed and delivered by the Agents, each such agreement constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as enforceability of the indemnification or contribution provisions hereof may be limited by applicable securities laws. 14 15 (v) An order or orders have been entered by the ICC permitting the issuance and sale of the Bonds as contemplated by this Agreement or any applicable Terms Agreement and, to the best knowledge of such counsel, are still in full force and effect, and no further authorization or consent of any public body or board is legally required for the issuance and sale by the Company of the Bonds as contemplated by this Agreement, or any applicable Terms Agreement except as may be required by state securities laws. The approval of the SEC under the Public Utility Holding Company Act of 1935 is not required in connection with the issuance and sale of the Bonds by the Company. (vi) The consummation of the transactions contemplated in this Agreement or any applicable Terms Agreement and the fulfillment of the terms of this Agreement or any applicable Terms Agreement and compliance by the Company with all the terms and provisions of the Indenture will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument known to such counsel to which the Company is a party or by which it is bound, or the Restated and Amended Articles of Incorporation, as amended, or by-laws of the Company or, to the best of such counsel's knowledge, any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its property. (vii) The Company is not an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended. Such opinion also shall state that such counsel have participated in the preparation of the Registration Statement and the Prospectus; that from time to time they have participated in conferences with representatives of the Company, its other counsel, its independent accountants who examined certain of the financial statements of the Company included or incorporated in the Registration Statement and the Prospectus, and representatives and counsel for the Agents concerning the information contained in the Registration Statement and the Prospectus and the proposed responses to various items in Form S-3, and that they have participated in prior financings of the Company. Such opinion shall state that based thereupon such counsel are of the opinion that the Registration Statement and the Prospectus, except for the operating statistics, financial statements and schedules and other financial and statistical data contained or incorporated by reference in the Registration Statement and the Prospectus, except for the information referred to under the caption "Legal Opinions" as having been included in the Prospectus on the authority of Sorling, Northrup, Hanna, Cullen and Cochran, 15 16 Ltd., as experts and except as to the Trustees' Statement of Eligibility on Forms T-1 and T-2, as to which such counsel need express no opinion, at the time the Registration Statement became effective under the Act, complied as to form in all material respects with the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC thereunder; and that such counsel do not know of any legal or governmental proceedings required to be described in the Prospectus that are not described as required, or of any contracts or other documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed or incorporated therein by reference as permitted by the rules and regulations under the 1939 Act as required. For purposes of this paragraph, such counsel may assume the adequacy of the written information supplied by the Agents for use in the Registration Statement or the Prospectus. Such opinion also shall state that the statements in the Prospectus which are stated therein to have been made on authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct; and that the statements contained in the Prospectus under the captions "Description of First Mortgage Bonds, Medium-Term Note Series" and "Description of Debt Securities", insofar as they purport to summarize the provisions of the documents referred to therein, present fair summaries of such provisions. Such opinion also shall state that the Registration Statement has become effective under the 1933 Act, any prospectus supplement to the Prospectus required to be filed pursuant to Rule 424 under the 1933 Act has been filed with the SEC, and to the best knowledge of such counsel no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened by the SEC. Such opinion also shall state that while such counsel have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness, or fairness (except as set forth in the second preceding paragraph above) of the information contained in the Registration Statement and the Prospectus, including any document incorporated or deemed to be incorporated therein by reference, based upon the participation and discussions described above, however, no facts have come to the attention of such counsel that cause them to believe that the Registration Statement (except for the operating statistics, financial statements, financial schedules and other financial and statistical data contained or incorporated by reference in the Registration Statement and the Prospectus, except for the information referred to under the caption "Legal Opinions" as 16 17 having been included in the Prospectus on the authority of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., as experts, and except for the Trustees' Statements of Eligibility on Form T-1 and T-2, as to which such counsel need express no opinion), at the time it became effective, and if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the SEC subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or at the time of the most recent such filing, and at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 3(b) hereof) at the date of any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or contained any untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (with the foregoing exceptions) as amended or supplemented as of the date of this Agreement, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 3(b) hereof) at the date of any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or contained any untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes of such opinion, such counsel need express no opinion with respect to the requirements of any state securities or "blue sky" laws. Furthermore, such opinion in paragraph (iii) may assume (but express no opinion thereon) that the Company has title to the properties purported to be owned by it and which are, by the terms of the Indenture, subject to the lien of the Indenture and that the liens or security interests created, or intended or purported to be created, by the Indenture have been perfected and are prior to all other liens except for "permitted encumbrances" and "prepaid liens" as defined in the Indenture. With respect to the opinions expressed in paragraphs (ii), (iii) and (iv) above, (a) such counsel need express no opinion as to the availability of specific performance or other equitable remedies, (b) such opinions shall be subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights from time to time in effect, (c) federal bankruptcy laws may affect the validity of the lien of the Indenture with respect to proceeds, products, rents, issues or profits of the property subject to such lien realized, and additional property acquired, within 90 days prior to and after commencement of a case under such laws and (d) enforcement of the provisions of the Indenture may be limited by the laws of 17 18 Illinois affecting the remedies for the enforcement of the security provided for in the Indenture. In rendering the opinion expressed in paragraph (i) above, such counsel may state that they have reviewed and relied on the opinion of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd. as to the validity and sufficiency of the franchises, licenses and permits of the Company, and shall state that they and the Agents are justified in relying on such opinion. (2) Opinion of Sorling, Northrup, Hanna, Cullen & Cochran, Ltd. The opinion of Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., counsel to the Company, covering the matters set forth in subsection 5(a)(1)(i) of this Section and such other matters incident to the transactions contemplated hereby as the Agents may reasonably request, and also to the effect that: (i) The statements in the Prospectus which are stated therein to have been made on the authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct. (ii) The Company has good and sufficient title to all or substantially all the permanent fixed properties and the material franchises, permits and licenses now owned by it, including those described or referred to in the Prospectus, except as may be otherwise indicated therein, subject to the lien of the Indenture and to permitted encumbrances and liens, as defined in the Indenture, and no notice has been given to the Company by any governmental authority of any proceeding to condemn, purchase or otherwise acquire any material properties of the Company and, so far as such counsel knows, no such proceeding is contemplated. (iii) The Indenture has been duly filed for recording and recorded in each county in Illinois in which any permanent fixed property described in and conveyed by the Indenture and now owned by the Company is located, and constitutes a legally valid and direct enforceable first mortgage lien (except as federal bankruptcy laws may affect the validity of the lien of the Indenture with respect to proceeds, products, rents, issues or profits of the property subject to such lien realized and additional property acquired within 90 days prior to and after the commencement of a case under such laws and except as enforcement of provisions thereof may be limited by the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for in the Indenture, which laws do not, in the opinion of such counsel, make such remedies inadequate for realization of the benefits of such security, or limited by bankruptcy or insolvency laws or other applicable laws affecting the enforcement of creditors' rights generally or by general principles of equity) upon 18 19 substantially all of the Company's fixed properties and franchises used or useful in its public utility business free from all prior or equal ranking liens, charges or encumbrances, subject only to permitted encumbrances and liens, as defined in the Indenture, and to the provisions contained in the Indenture for the release, or substitution and release, of property from the lien thereof. (iv) Substantially all physical properties and franchises used or useful in the Company's public utility businesses (other than those of the character not subject to the lien of the Indenture) and now owned by the Company are subject to the lien of the Indenture, subject only to permitted encumbrances and liens, as defined in the Indenture, and to the provisions contained in the Indenture for the release, or substitution and release, of property from the lien thereof. All physical properties and franchises used or useful in the Company's public utility business (other than those of the character not subject to the lien of the Indenture) hereafter acquired by the Company and situated in counties in Illinois in which the Indenture shall be of record will, upon such acquisition, become subject to the lien of the Indenture, subject, however, to such encumbrances and liens as are permitted thereby. (v) Except as otherwise set forth in the Prospectus, the Company has such valid franchises, certificates of convenience and necessity, operating rights, licenses, permits, consents, approvals, authorizations and/or orders of governmental bodies, political subdivisions or regulatory authorities then obtainable, free from unduly burdensome restrictions, as are necessary for the acquisition, construction, ownership, maintenance and operation of the properties now owned by it and the conduct of the business now carried on by it as described in the Registration Statement and Prospectus, with minor exceptions which, in the opinion of such counsel, do not interfere with the practical operation of the Company's business, and, to the best of the knowledge of such counsel, the Company is not in default or violation thereof in any material respect and is carrying on its business in substantial compliance therewith and with all applicable federal, state and other laws and regulations which are material to the Company. In rendering the opinions expressed in paragraphs (ii) and (iii) of this Section, counsel may rely upon prior opinions furnished by Nafziger & Otten as to matters of titles to properties acquired by the Company prior to May 14, 1980 and as to filings or recordings of the Indenture prior to May 14, 1980, provided that such opinion shall state that such counsel believe that they and the Agents are justified in relying on such prior opinions of Nafziger & Otten. (3) Opinion of Counsel to the Agents. The opinion of Gardner, Carton & Douglas, counsel to the Agents, covering 19 20 such matters with respect to the incorporation of the Company, the validity of Bonds, the Registration Statement, the Prospectus and other related matters as the Agents may reasonably request, and Gardner, Carton & Douglas shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinion, Gardner, Carton & Douglas may rely upon the opinion of Jones, Day, Reavis & Pogue referred to above as to all matters enumerated in Section 5(a)(i)(v) hereof, provided that such opinion shall state that said counsel believe that they and the Agents are justified in relying on the opinion of Jones, Day, Reavis & Pogue. (4) In rendering the opinions contemplated by subsections 5(a)(1), 5(a)(2) and 5(a)(3) of this Section, counsel may rely upon certificates of state officials as to the Company's good standing and upon certificates of officers of the Company as to matters of fact relevant to such opinions. In giving such opinions, counsel may assume (i) that the signatures on all documents examined by them are genuine, (ii) the adequacy of the written information supplied by the Agents for use in the Registration Statement or the Prospectus and (iii) if the foregoing opinion of counsel is to be delivered on any date other than a Settlement Date, the conditions set forth in Section 4(d) hereof have been satisfied. (b) Officer's Certificate. At the date hereof the Agents shall have received a certificate of the President, the Vice President or the Treasurer of the Company and dated as of the date hereof, to the effect that to the best of his knowledge based on reasonable investigation: (1) The representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of such certificate. (2) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or is pending or is threatened by the SEC, under the 1933 Act. (3) Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus, except as contemplated in the Prospectus and except for payment of interest on the outstanding debt securities of the Company or the payment or declaration of or provision for distributions on the outstanding capital stock of the Company, (i) the Company has not sustained any loss or interference material to the Company with its business from fire, explosion, flood or other calamity, whether or not 20 21 covered by insurance, or from any labor dispute or court or governmental action, order or decree, (ii) the Company has not incurred any material liabilities or obligations, direct or contingent, and has not entered into any material transaction not in the ordinary course of business, (iii) there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change in the condition (financial or other) or the Company, and (iv) no material legal or governmental proceeding, domestic or foreign, affecting the Company or the transactions contemplated by this Agreement has been instituted or threatened. (4) The ICC Order approving the issuance and sale of the Bonds on the terms and in the manner contemplated by this Agreement and the Prospectus remains in full force and effect. (c) Comfort Letter. On the date hereof, the Agents shall have received a letter from Arthur Andersen LLP dated as of the date hereof and in form and substance satisfactory to the Agents, to the effect that: (i) They are independent public accountants with respect to the Company within the meaning of the 1933 Act and the 1933 Act Regulations. (ii) In their opinion, the financial statements and supporting schedules of the Company examined by them and included or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations with respect to registration statements on Form S-3 and the 1934 Act and the 1934 Act Regulations. (iii) They have performed specified procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minute books of the Company since the end of the most recent fiscal year with respect to which an audit report has been issued, inquiries of and discussions with certain officials of the Company responsible for financial and accounting matters with respect to the unaudited financial statements included in the Registration Statement and Prospectus and the latest available interim unaudited financial statements of the Company, and such other inquiries and procedures as may be specified in such letter, and on the basis of such inquiries and procedures nothing came to their attention that caused them to believe that: (A) the unaudited financial statements of the Company included in the Registration Statement and Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act and the 1934 Act Regulations or were not fairly presented in conformity with generally accepted accounting principles in the United States applied on a basis substantially consistent with that of the audited 21 22 financial statements included therein, or (B) at a specified date not more than five days prior to the date of such letter, there was any change in the capital stock or any increase in long-term debt of the Company or any decrease in the net assets of the Company, in each case as compared with the amounts shown on the most recent balance sheet of the Company included in the Registration Statement and Prospectus or, during the period from the date of such balance sheet to a specified date not more than five days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in revenues or net income of the Company, except in each such case as set forth in or contemplated by the Registration Statement and Prospectus or except for such exceptions enumerated in such letter as shall have been agreed to by the Agents and the Company. (iv) In addition to the examination referred to in their report included or incorporated by reference in the Registration Statement and the Prospectus, and the limited procedures referred to in clause (iii) above, they have carried out certain other specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included or incorporated by reference in the Registration Statement and Prospectus and which are specified by the Agents, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company identified in such letter. (d) Indenture Documents. On or prior to a Settlement Date and on or prior to each other date that Bonds are to be delivered by the Company for sale hereunder, all certificates, opinions and other documents required to be delivered under the Indenture to the Trustee in connection with such Bonds shall have been delivered and the Company shall have furnished to the Agents a certificate to such effect in such form and executed by such officers of the Company as shall be satisfactory to such Agents. (e) Other Documents. On the date hereof and on each Settlement Date with respect to any applicable Terms Agreement, counsel to the Agents shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of Bonds as herein contemplated shall be satisfactory in form and substance to the Agents and to counsel to the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement 22 23 (or, at the option of the applicable Agent, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the covenant regarding provision of an earnings statement set forth in Section 4(h) hereof, the provisions concerning payment of expenses under Section 9 hereof, the indemnity and contribution agreement set forth in Section 8 hereof, the provisions concerning the representations, warranties and agreements to survive delivery of Section 10 hereof and the provisions set forth under "Parties" of Section 14 hereof shall remain in effect. SECTION 6. DELIVERY OF AND PAYMENT FOR BONDS SOLD THROUGH THE AGENTS. Delivery of Bonds sold through an Agent as agent shall be made by the Company to such Agent for the account of any purchaser only against payment therefor in immediately available funds. If a purchaser shall fail either to accept delivery of or to make payment for a Bond on the date fixed for settlement, the applicable Agent shall promptly notify the Company and deliver the Bond to the Company, and, if such Agent has theretofore paid the Company for such Bond, the Company will promptly return such funds to such Agent. If such failure occurred for any reason other than default by such Agent in the performance of its obligations hereunder, the Company will reimburse such Agent on an equitable basis for its loss of the use of the funds for the period such funds were credited to the Company's account. SECTION 7. ADDITIONAL COVENANTS OF THE COMPANY. The Company covenants and agrees with the Agents that: (a) Reaffirmation of Representations and Warranties. Each acceptance by the Company of an offer for the purchase of Bonds, and each delivery of Bonds to the applicable Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or its agent, or to the Agents, of the Bond or Bonds relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time). (b) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Bonds or similar changes, and, unless the Agents shall otherwise specify, other than 23 24 by an amendment or supplement that relates exclusively to an offering of debt securities other than the Bonds or preferred stock) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement, unless the Agents shall otherwise specify), the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, or the date of effectiveness of such amendment, as the case may be, in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof that was last furnished to the Agents are true and correct at the time of such amendment, supplement, or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. If the Company sells Bonds to an Agent pursuant to a Terms Agreement and if required by such Terms Agreement, the Company shall furnish or cause to be furnished to the Agents a certificate dated the Settlement Date for such sale stating that, except as set forth on contemplated in the Prospectus as of the date of such Terms Agreement, the statements in clauses (i), (ii), (iii) and (iv) of Section 5(b) hereof are true and correct. (c) Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Bonds or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Bonds or preferred stock) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless the Agent shall otherwise specify), or (if required pursuant to the terms of a Terms Agreement) the Company sells Bonds to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Jones, Day, Reavis & Pogue and Sorling, Northrup, Hanna, Cullen and Cochran, Ltd., counsel to the Company, or other counsel satisfactory to the Agents dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and 5(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; or, in lieu of such opinions, counsel 24 25 last furnishing each such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Subsequent Delivery of Comfort Letters. Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus that contains additional financial information or (if required pursuant to the terms of a Terms Agreement) the Company sells Bonds to an Agent pursuant to a Terms Agreement, the Company shall cause Arthur Andersen LLP forthwith to furnish the Agents a letter, dated the date of filing such supplement or document with the SEC or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Arthur Andersen LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information. 25 26 SECTION 8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by any Agent or any such controlling person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by (i) any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Agent furnished to the Company in writing by such Agent expressly for use therein or (ii) statements in or omissions from that part of the Registration Statement which shall constitute the Trustees' Statements of Eligibility on Forms T-1 and T-2. (b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to such Agent, but only with reference to information relating to such Agent furnished to the Company in writing by such Agent expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto. (c) If any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be 26 27 inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect to the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Agents, in the case of parties indemnified pursuant to paragraph (b) of this Section, and by the Company, in the case of parties indemnified pursuant to paragraph (a) of this Section. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in paragraph (a) or (b) of this Section 8 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other hand from the offering of the Bonds or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Agents on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other hand in connection with the offering of the Bonds shall 27 28 be deemed to be in the same respective proportions as the net proceeds from the offering of the Bonds (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by such Agent to the date of such liability bears to the total sales price from the sale of the Bonds sold to or through such Agent to the date of such liability. The relative fault of the Company on the one hand and of the Agents on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Agents and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) of this Section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Agent shall be required to contribute any amount in excess of the amount by which the total sales price of the Bonds sold to or through such Agent exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. SECTION 9. PAYMENT OF EXPENSES. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (f) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto; (g) The preparation, filing and reproduction of this Agreement; (h) The preparation, printing, issuance and delivery of the Bonds, including any fees and expenses relating to the use of book-entry bonds; 28 29 (i) The fees and disbursements of the Company's accountants and counsel, of the Trustee and its counsel, (j) The reasonable fees and disbursements of counsel to the Agents incurred from time to time in connection with the transactions contemplated hereby; (k) The qualification of the Bonds under state securities laws in accordance with the provisions of Section 4(i) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Agents in connection therewith and in connection with the preparation of any Blue Sky Memorandum and any Legal Investment Survey; (l) The printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, and the delivery by the Agents of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Bonds; (m) The preparation, printing, reproducing and delivery to the Agents of copies of the Indenture and all supplements and amendments thereto; (n) Any fees charged by rating agencies for the rating of the Bonds; (o) The fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; (p) Any advertising and other out-of-pocket expenses of the Agents incurred with the approval of the Company; (q) The cost of preparing, and providing any CUSIP or other identification numbers for, the Bonds; (r) The fees and expenses of any book-entry depositary and any nominees thereof in connection with the Bonds; and (s) The fees and expenses, if any, incurred in connection with any filing with or approval by the ICC in connection with the issuance of the Bonds. SECTION 10. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto or thereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any controlling person of any Agent, or 29 30 by or on behalf of the Company, and shall survive each delivery of and payment for any of the Bonds. SECTION 11. TERMINATION. (t) Termination of this Agreement. This Agreement (excluding any Terms Agreement) may be terminated for any reason, at any time by either the Company or an Agent upon the giving of 30 days' written notice of such termination to the other party hereto. (u) Termination of a Terms Agreement. The applicable Agent may terminate any Terms Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent, impracticable to market the Bonds or enforce contracts for the sale of the Bonds, or (iii) if trading in any securities of the Company or CIPSCO Incorporated has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by either federal or New York authorities, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the applicable Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading. (v) General. In the event of any such termination, neither party will have any liability to the other party hereto, except that (i) each Agent shall be entitled to any commission earned in accordance with the third paragraph of Section 3(a) hereof, (ii) if at the time of termination (a) each Agent shall own any Bonds purchased pursuant to a Terms Agreement with the intention of reselling them or (b) an offer to purchase any of the Bonds has 30 31 been accepted by the Company but the time of delivery to the purchaser or his agent of the Bond or Bonds relating thereto has not occurred, the covenants set forth in Sections 4 and 7 hereof shall remain in effect until such Bonds are so resold or delivered, as the case may be, and (iii) the covenant set forth in Section 4(h) hereof, the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Section 8 hereof, and the provisions of Sections 9, 10 and 14 hereof shall remain in effect. SECTION 12. NOTICES. Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below: If to the Company: Central Illinois Public Service Company 607 East Adams Street Springfield, Illinois 62701 Attention: Treasurer If to the Agents: _________________________________ _________________________________ _________________________________ _________________________________ ______________________ _________________________________ _________________________________ _________________________________ _________________________________ ______________________ _________________________________ _________________________________ _________________________________ _________________________________ or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 12. SECTION 13. GOVERNING LAW. 31 32 This Agreement and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made and to be performed in the State of Illinois. SECTION 14. PARTIES. This Agreement shall inure to the benefit of and be binding upon the Agents and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bonds shall be deemed to be a successor by reason merely of such purchase. 32 33 If the foregoing is in accordance with the Agents' understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms. Very truly yours, CENTRAL ILLINOIS PUBLIC SERVICE COMPANY By: . . . . . . . . . . . . . . . Name: Title: Accepted: [Agents] By: . . . . . . . . . . . . . . . . . . . . . Name: Title: 33 34 EXHIBIT A The following terms, if applicable, shall be agreed to by the applicable Agent and the Company pursuant to each Terms Agreement: Principal Amount: $ (or principal amount of foreign currency) Interest Rate: If Redeemable: Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Date of Maturity: Purchase Price: % Settlement Date and Time: Stand-Off Period (if any): Additional Terms: Also, agreement as to whether the following will be required: Officer's Certificate pursuant to Section 7(b) of the Distribution Agreement. Legal Opinion pursuant to Section 7(c) of the Distribution Agreement. Comfort Letter pursuant to Section 7(d) of the Distribution Agreement. Stand-off Agreement pursuant to Section 4(k) of the Distribution Agreement. 35 SCHEDULE A As compensation for the services of the Agents hereunder, the Company shall pay the applicable Agent, on a discount basis, a commission for the sale of each Bond equal to the principal amount of such Bond multiplied by the appropriate percentage set forth below:
PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT - --------------- ---------------- From 9 months but less than 1 year . . . . . . . . . . . . . . . . . . . . . From 1 year but less than 18 months . . . . . . . . . . . . . . . . . . . . . From 18 months but less than 2 years . . . . . . . . . . . . . . . . . . . . From 2 years but less than 3 years . . . . . . . . . . . . . . . . . . . . . From 3 years but less than 4 years . . . . . . . . . . . . . . . . . . . . . From 4 years but less than 5 years . . . . . . . . . . . . . . . . . . . . . From 5 years but less than 6 years . . . . . . . . . . . . . . . . . . . . . From 6 years but less than 7 years . . . . . . . . . . . . . . . . . . . . . From 7 years but less than 10 years . . . . . . . . . . . . . . . . . . . . . From 10 years but less than 15 years . . . . . . . . . . . . . . . . . . . . From 15 years but less than 20 years . . . . . . . . . . . . . . . . . . . . From 20 years but less than 30 years . . . . . . . . . . . . . . . . . . . . 30 years or more . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
* Commission on Bonds with maturities of 30 years or more shall be agreed to by the Company and the applicable Agent at the time of such transaction. EX-4.02 3 SUPP. INDENTURE 1 Draft of 10/07/94 EXHIBIT 4.02 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUPPLEMENTAL INDENTURE DATED , 199 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO BANK OF AMERICA ILLINOIS (FORMERLY CONTINENTAL BANK, NATIONAL ASSOCIATION AND FORMERLY CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO) AND ----------------- AS TRUSTEES ----------------- (SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED OCTOBER 1, 1941, EXECUTED BY CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO AND EDMOND B. STOFFT, AS TRUSTEES) ----------------- (PROVIDING FOR FIRST MORTGAGE BONDS, SERIES DUE , ) [FIRST MORTGAGE BOND OR FIRST MORTGAGE BONDS - MEDIUM TERM NOTE SERIES] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THIS INSTRUMENT WAS PREPARED BY WILLIAM J. HARMON, OF JONES, DAY, REAVIS & POGUE, 77 WEST WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60601 2 THIS SUPPLEMENTAL INDENTURE, dated , 199 , made and entered into by and between CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter commonly referred to as the "Company"), and BANK OF AMERICA ILLINOIS (formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago), an Illinois banking corporation having its office or place of business in the City of Chicago, Cook County, State of Illinois (hereinafter commonly referred to as the "Trustee"), and (successor Co-Trustee), of the City of Chicago, Cook County, State of Illinois, as Trustees under the Indenture of Mortgage or Deed of Trust dated October 1, 1941, heretofore executed and delivered by the Company to Continental Illinois National Bank and Trust Company of Chicago and Edmond B. Stofft, as Trustees, as amended by the 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 and April 1, 1993, heretofore executed and delivered by the Company to the Trustees under said Indenture of Mortgage or Deed of Trust dated October 1, 1941; said Indenture of Mortgage or Deed of Trust dated October 1, 1941, as amended by said Supplemental Indentures, being hereinafter sometimes referred to as the "Indenture"; and said Bank of America Illinois and , as such Trustees, being hereinafter sometimes referred to as the "Trustees" or the "Trustees under the Indenture"; WITNESSETH: WHEREAS, the Company has determined, by resolutions duly adopted by its Board of Directors and/or the Executive Committee thereof, to issue bonds of an additional series under and to be secured by the Indenture, as hereby amended, to be known and designated as First Mortgage Bonds, Series __ (hereinafter sometimes referred to as the "bonds of Series __" or the "bonds of said Series"), and the bonds of said Series shall be authorized, authenticated and issued only as registered bonds without coupons, and to execute and deliver this supplemental indenture, pursuant to the provisions of Article I, as amended, paragraphs (e) and (f) of Section 6 of Article II and Article XVI of the Indenture, for the purpose of (1) creating and authorizing not to exceed $ aggregate principal amount of bonds of Series and setting forth the form, terms, provisions and characteristics thereof, (2) modifying or amending certain provisions of the Indenture in the particulars and to the extent hereinafter specifically provided, and (3) specifically describing and conveying to the Trustees, upon the trusts and for the purposes of the Indenture, as hereby amended, certain additional properties which the Company has constructed or otherwise acquired subsequent to , , except property of the character of that expressly excepted or excluded from the lien of the Indenture by the terms thereof, 3 and which are owned by the Company at the date of the execution hereof and are subject in any event to the lien and effect of the Indenture; and WHEREAS, the execution and delivery of the Company of this supplemental indenture have been duly authorized by the Board of Directors of the Company and/or the Executive Committee thereof; and the Company has requested, and hereby requests, the Trustees to enter into and join with the Company in the execution and delivery of this supplemental indenture; and WHEREAS, the bonds of Series are to be authorized, authenticated and issued only in the form of registered bonds without coupons, and each of the bonds of Series shall be substantially in the following form, to wit: 2 4 (Form of face of registered bonds without coupons of Series ) No. $ CENTRAL ILLINOIS PUBLIC SERVICE COMPANY First Mortgage Bond, Series Due , Central Illinois Public Service Company, an Illinois corporation (hereinafter referred to as the "Company"), for value received, hereby promises to pay to , or registered assigns, the principal sum of on the day of , , and to pay to the registered owner interest on said sum from the date hereof, at the rate of per centum per annum, payable half-yearly on the first day of and the first day of in each year, until said principal sum is paid. The interest so payable on any 1 or 1 will be paid, subject to certain exceptions provided in the Supplemental Indenture dated , 199 , hereinafter referred to, to the person in whose name this bond is registered at the close of business of the Trustee on the immediately preceding 15 or 15, as the case may be. Both the principal of and the interest on this bond shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, or, at the option of the registered owner, in like coin or currency, at the office or agency of the Company in the Borough of Manhattan, City of New York, State of New York. At the option of the Company, interest on this bond may be paid by check mailed on the interest payment date to the registered owner. The provisions of this bond are continued on the reverse side hereof and such continued provisions shall have the same effect, for all purposes, as though fully set forth at this place. This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee or its successor in trust under the Indenture of the Trustee's Certificate endorsed hereon. IN WITNESS WHEREOF, Central Illinois Public Service Company has caused this bond to be executed in its name by the manual or facsimile signature of its President or one of its Vice-Presidents, and its corporate seal or a facsimile thereof to be affixed or imprinted hereon and attested by the manual or 3 5 facsimile signature of its Secretary or one of its Assistant Secretaries. Dated as of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY By ----------------------------------- President ATTEST: By --------------------------- Secretary (Form of reverse side of registered bond without coupons of Series ) This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by the indenture of mortgage or deed of trust dated October 1, 1941, executed and delivered by the Company to Bank of America Illinois (formerly Continental Bank, National Association and formerly Continental Illinois National Bank and Trust Company of Chicago and hereinafter referred to as the "Trustee") and Edmond B. Stofft, as Trustees, and the various indentures supplemental thereto each executed and delivered by the Company to the Trustees under said indenture of mortgage or deed of trust dated October 1, 1941, prior to the authentication of this bond (said indenture of mortgage or deed of trust and said supplemental indentures being hereinafter referred to, collectively, as the "Indenture"); and said Bank of America Illinois and (successor Co-Trustee) being now the Trustees under the Indenture. Reference to the Indenture and to all supplemental indentures, if any, hereafter executed pursuant to the Indenture is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights of the holders and registered owners of said bonds and of the Trustees and of the Company in respect of such security. By the terms of the Indenture the bonds to be secured thereby are issuable in series, which may vary as to date, amount, date of maturity, rate of interest, redemption provisions, medium of payment and in other respects as in the Indenture provided. [The bonds of Series are not redeemable prior to maturity.] [At the option of the Company and upon 30 days' notice by first-class mail and with the effect provided in Article V of the Indenture, bonds of Series , of which this is one, may be redeemed on and after , as a whole at any time, or in part from time to time, at the redemption price, expressed as a 4 6 percentage of the principal amount of the bonds hereinafter stated under "Redemption Price," in effect at the date fixed for redemption, together with accrued interest to such date on the bonds to be redeemed: If redeemed If redeemed during the during the 12 months 12 months beginning Redemption beginning Redemption [ 1] Price [ 1] Price ---------- ---------- ------------ ---------- (The redemption prices set forth in Article I of this supplemental indenture are incorporated in and made a part of this form of bond by reference thereto and shall be inserted at this point in each such bond.) [provided, that none of the bonds of Series may be redeemed at the applicable Redemption Price prior to , , if such redemption is for the purpose of refunding, or is in anticipation of the refunding, of such bonds through the use, directly or indirectly, of funds borrowed by the Company at an interest cost to the Company of less than [ %] per annum.] In case of certain events of default specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture or any indenture supplemental thereto, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company, or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment, penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture. This bond is transferable by the registered owner hereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, upon the surrender and cancellation of this bond and the payment of any stamp tax or other governmental charge, and upon any such transfer a new registered bond or bonds without coupons, of the same series [and maturity] and for the same 5 7 aggregate principal amount, will be issued to the transferee in exchange herefore; provided, that the Company shall not be required (a) to issue, register, transfer or exchange any bonds of this series during a period beginning at the opening of business on the tenth business day next preceding any selection of said bonds to be redeemed and ending at the close of business on the day on which the applicable notice of redemption is given, (b) to register, transfer or exchange any bonds of this series selected, called or being called for redemption in whole or in part or (c) to register, transfer or exchange bonds of this series for a period of ten days next preceding an interest payment date with respect to said bonds. AND WHEREAS, on each of the bonds of Series (whether issued in temporary or definitive form) there is to be endorsed a certificate of the Trustee substantially in the following form, to wit: Trustee's Certificate This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture. BANK OF AMERICA ILLINOIS, as Trustee By ------------------------------- Authorized Officer NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and for the purpose of further assuring to the Trustees under the Indenture their title to, or lien upon, the property hereinafter described, under and pursuant to the terms of the Indenture, as hereby amended, and for the purpose of further securing the due and punctual payment of the principal of and interest and the premium, if any, on all bonds which have been heretofore or shall be hereafter issued under the Indenture and indentures supplemental thereto and which shall be at any time outstanding thereunder and secured thereby, and for the purpose of securing the faithful performance and observance of all the covenants and conditions set forth in the Indenture and/or in any indenture supplemental thereto, the Company has given, granted, bargained, sold, transferred, assigned, pledged, mortgaged, warranted the title to and conveyed, and by these presents does give, grant, bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and convey unto BANK OF AMERICA ILLINOIS and ____________________, as Trustees under the Indenture as therein provided, and their successors in the trusts thereby created, and to their assigns, all the right, title and interest of the Company in and to any and all premises, plants, property, leases and leaseholds, franchises, permits, rights and powers, of 6 8 every kind and description, real and personal, which have been acquired by the Company through construction, purchase, consolidation or merger, or otherwise, subsequent to , , and which are owned by the Company at the date of the execution hereof, together with the rents, issues, products and profits therefrom, excepting, however, and there is hereby expressly reserved and excluded from the lien and effect of the Indenture and of this supplemental indenture, all right, title and interest of the Company, now owned, in and to (a) all cash, bonds, shares of stock, obligations and other securities not deposited with the Trustee or Trustees under the Indenture, and (b) all accounts and bills receivable, judgments (other than for the recovery of real property or establishing a lien or charge thereon or right therein) and choses in action not specifically assigned to and pledged with the Trustee or Trustees under the Indenture, and (c) all [tangible] personal property acquired or manufactured by the Company for sale, lease, rental or consumption in the ordinary course of business, and (d) the last day of each of the demised terms created by any lease of property leased to the Company and under each and every renewal of any such lease, the last day of each and every such demised term being hereby expressly reserved to and by the Company, and (e) all gas, oil and other minerals now or hereafter existing upon, within or under any real estate of the Company subject to, or hereby subjected to, the lien of the Indenture. Without in any way limiting or restricting the generality of the foregoing description or the foregoing exceptions and reservations, the Company hereby expressly gives, grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants the title to and conveys unto said BANK OF AMERICA ILLINOIS and , as Trustees under the Indenture, and unto their successor or successors in trust, and their assigns, under the trusts and for the purposes of the Indenture, as hereby amended, the properties described in Schedule A to this supplemental indenture, which is incorporated herein by reference with the same force and effect as if set forth at length herein, and which properties have been acquired by the Company, through construction, purchase, consolidation or merger, or otherwise, subsequent to , (except as otherwise indicated in said Schedule A), and which are owned by the Company at the date of the execution hereof together with the tenements, hereditaments and appurtenances thereunto belonging or appertaining, TO HAVE AND TO HOLD all said property, rights and interests forever, BUT IN TRUST, NEVERTHELESS, upon the trusts, for the purposes and subject to all the terms, conditions, provisions and restrictions of the Indenture, as hereby amended. And upon the considerations and for the purposes aforesaid, and in order to provide, pursuant to the terms of the Indenture, for the issuance under the Indenture, as hereby amended, of bonds of Series and to fix the terms, provisions and characteristics of the bonds of said Series, and to modify or amend the Indenture in the particulars and to the extent hereinafter in 7 9 this supplemental indenture specifically provided, the Company hereby covenants and agrees with the Trustees as follows: ARTICLE I SECTION 1. A series of bonds issuable under the Indenture, as hereby amended, to be known and designated as "First Mortgage Bonds, Series " (hereinafter in this Article sometimes referred to as the "bonds of Series " or the "bonds of said Series"), and which shall be executed, authenticated and issued only in the form of registered bonds without coupons, is hereby created and authorized. The bonds of Series and the Trustee's Certificate to be endorsed thereon shall be substantially in the respective forms thereof hereinbefore recited. Each bond of said Series shall be dated as of the interest payment date thereof to which interest was paid next preceding the date of issue, unless (a) issued on an interest payment date thereof to which interest was paid, in which event it shall be dated as of the date of issue, or (b) issued prior to the occurrence of the first interest payment date thereof to which interest was paid, in which event it shall be dated ; and all bonds of said Series shall be due and payable , ; shall bear interest from the date thereof at the rate of per cent ( %) per annum payable half-yearly on the first day of and the first day of in each year to the respective persons in whose names such bonds are registered at the close of business of the Trustee on the applicable record date as provided in Section 2 of this Article I; and shall be payable, as to both principal and interest, at the office or agency of the Company in the City of Chicago, State of Illinois, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, or, at the option of the registered owner, in like coin or currency, at the office or agency of the Company in the Borough of Manhattan, City of New York, State of New York. At the option of the Company, interest on the bonds of Series may be paid by check mailed on the interest payment date to the registered owner. SECTION 2. Anything contained in Section 14 of Article I of the Indenture, or elsewhere in the Indenture, to the contrary notwithstanding, only the person in whose name any of the bonds of said Series is registered at the close of business on any Record Date, as hereinafter defined, with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such bonds upon any transfer or exchange subsequent to the record date and prior to such interest payment date; provided, however, that if and to the extent the Company shall default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding bonds of said Series are registered on the record date to be established by the Trustee for payment of such defaulted interest. 8 10 The term "Record Date" as used in this Article I with respect to any interest payment date (other than an interest payment date for the payment of defaulted interest) shall mean the or , as the case may be, next preceding such interest payment date, or, if such or , shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, then the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. SECTION 3. [The bonds of Series are not redeemable prior to maturity.] [At the option of the Company and upon the notice and in the manner and with the effect provided in Article V of the Indenture, except as to notice as hereinafter provided, bonds of Series may be redeemed on and after , as a whole at any time, or in part from time to time, at the redemption price, expressed as a percentage of the principal amount of the bonds hereinafter stated under "Redemption Price," in effect at the date fixed for redemption, together with accrued interest to such date on the bonds to be redeemed: If redeemed If redeemed during the during the 12 months 12 months beginning Redemption beginning Redemption Price Price ------------ ---------- ------------ ---------- [provided, that none of the bonds of Series may be redeemed at the applicable Redemption Price prior to [ , ,] if such redemption is for the purpose of refunding, or is in anticipation of the refunding, of such bonds through the use, directly or indirectly, of funds borrowed by the Company at an interest cost to the Company of less than [ %] per annum.] The foregoing redemption prices and terms shall be set forth in each of the bonds of Series prior to the execution and authentication thereof.] [SECTION 4. Notice of redemption of any bonds of Series shall be given as provided in Article V of the Indenture; provided, however, such notice need be given only by first-class mail and no publication of notice of redemption shall be required.] SECTION 5. The Company shall not be required (a) to issue, register, transfer or exchange any bonds of said Series during a period beginning at the opening of business on the tenth business day next preceding any selection of bonds of said Series to be redeemed and ending at the close of business on the day on 9 11 which the applicable notice of redemption is given, (b) to register, transfer or exchange any bonds of said Series selected, called or being called for redemption in whole or in part or (c) to register, transfer or exchange bonds of said Series for a period of ten (10) days next preceding an interest payment date with respect to bonds of said Series. The bonds of said Series shall, from time to time, be executed on behalf of the Company and sealed with the corporate seal of the Company, all in the manner provided or permitted by Section 6 of Article I of the Indenture, as follows: (a) bonds of Series executed on behalf of the Company by its President or a Vice-President and/or by its Secretary or an Assistant Secretary may be so executed by the facsimile signature of such President or Vice-President and/or of such Secretary or Assistant Secretary, as the case may be, of the Company, or of any person or persons who shall have been such officer or officers, as the case may be, of the Company on or subsequent to the date of this supplemental indenture, notwithstanding that he or they may have ceased to be such officer or officers of the Company at the time of the actual execution, authentication, issue or delivery of any of such bonds, and any such facsimile signature or signatures of any such officer or officers on any such bonds shall constitute execution of such bonds on behalf of the Company by such officer or officers of the Company for the purposes of the Indenture, as hereby amended, and shall be valid and effective for all purposes, provided that all bonds shall always be executed on behalf of the Company by the signature, manual or facsimile, of its President or a Vice-President and of its Secretary or an Assistant Secretary, and provided, further, that none of such bonds shall be executed on behalf of the Company by the same officer or person acting in more than one capacity; and (b) such corporate seal of the Company may be a facsimile, and any bonds of said Series on which such facsimile seal shall be affixed, impressed, imprinted or reproduced shall be deemed to be sealed with the corporate seal of the Company for the purposes of the Indenture, as hereby amended, and such facsimile seal shall be valid and effective for all purposes. ARTICLE II SECTION 1. Sections [10] and [16] of Article III of the Indenture are, and each of them is, hereby amended by striking out the words "Series I, J, K, L, Newton, W, X, Y and Z" wherever the same occur in each of said sections, and by inserting, in lieu thereof, the words ["Series through Series , Newton Series, Series through Series "] and the Company hereby covenants and agrees to observe and comply with the provisions of said sections as hereby amended. 10 12 ARTICLE III SECTION 1. The provisions of this supplemental indenture shall become and be effective from and after the execution hereof, except as otherwise expressly provided in this Article; and the Indenture, as hereby amended, shall remain in full force and effect. SECTION 2. Each reference in the Indenture, or in this supplemental indenture, to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as hereby amended, except where the context otherwise indicates. SECTION 3. All the covenants, provisions, stipulations and agreements in this supplemental indenture contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders and registered owners from time to time of the bonds and of the coupons issued and outstanding from time to time under and secured by the Indenture, as hereby amended. This supplemental indenture has been executed in a number of identical counterparts, each of which so executed shall be deemed to be an original. At the time of the execution of this supplemental indenture, the aggregate principal amount of all indebtedness of the Company outstanding, or to be presently outstanding, under and secured by the Indenture, as hereby amended, taking into account the refunding of [$ of First Mortgage Bonds, Series , is $ , evidenced by First Mortgage Bonds, Series through Series , inclusive, Series and Newton Series] issued by the Company under said Indenture and now outstanding or to be presently issued by it under said Indenture, as follows:
Principal Series Interest Rate Maturity Date Amount - ------------ ------------- ------------- ------------ K 4-5/8 June 1, 1995 15,000,000 L 5-7/8 May 1, 1997 15,000,000 Newton Series 6-5/8 August 1, 2009 1,000,000 W 7-1/8 May 15, 1999 50,000,000 8-1/2 May 15, 2022 33,000,000 X 6-1/8 July 1, 1997 43,000,000 7-1/2 July 1, 2007 50,000,000 Y 6-3/4 September 15, 2002 23,000,000 Z 6 April 1, 2000 25,000,000 Z 6-3/8 April 1, 2003 40,000,000 [ ] [ ] [ ] [ ](a) TOTAL........ $ ================
11 13 (a) To be presently issued by the Company under said Indenture. IN WITNESS WHEREOF, said Central Illinois Public Service Company has caused this instrument to be executed in its corporate name by its President or a Vice-President and its corporate seal or a facsimile thereof to be hereunto affixed and to be attested by its Secretary or an Assistant Secretary, and said Bank of America Illinois, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has caused this instrument to be executed in its corporate name by one of its Vice-Presidents and its corporate seal to be hereunto affixed and to be attested by one of its Trust Officers, and said , for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has signed and sealed this instrument; all as of the day and year first above written. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY By ------------------------------ Senior Vice President-Finance (CORPORATE SEAL) ATTEST: - ------------------------------ Assistant Secretary BANK OF AMERICA ILLINOIS By ----------------------------- Vice President (CORPORATE SEAL) ATTEST: - -------------------------------- Trust Officer ---------------------------(SEAL) 12 14 STATE OF ILLINOIS ) ) ss COUNTY OF ) I, , a Notary Public in and for said County in the State aforesaid, do hereby certify that , Senior Vice President - Finance of CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and , Assistant Secretary of said corporation, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said corporation, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth. Given under my hand and official seal this day of , 199 . ------------------------------- Notary Public (NOTARIAL SEAL) My commission expires 15 STATE OF ILLINOIS ) ) ss COUNTY OF ) I, , a Notary Public in and for said County in the State aforesaid, do hereby certify that: (a) , a Vice President of BANK OF AMERICA ILLINOIS, a national banking association organized and existing under the laws of the United States of America, and , a Trust Officer of said association, who are both personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such officers, respectively, of said association, and who are both personally known to me to be such officers, appeared before me this day in person and severally acknowledged that they signed, sealed and delivered said instrument as their free and voluntary act as such officers, and as the free and voluntary act of said association, for the uses and purposes therein set forth; and (b) , personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth. Given under my hand and official seal this day of , 199 . ------------------------------- Notary Public (NOTARIAL SEAL) My commission expires 16 Schedule A TO THE SUPPLEMENTAL INDENTURE DATED , 199 OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY TO BANK OF AMERICA ILLINOIS AND AS TRUSTEES EX-5 4 OPINION OF JONES DAY 1 Exhibit 5 JONES, DAY, REAVIS & POGUE 77 West Wacker Chicago, Illinois 60601-1692 October 18, 1994 Central Illinois Public Service Company 607 East Adams Street Springfield, Illinois 62739 Ladies and Gentlemen: We have examined the Form S-3 Registration Statement, dated October 18, 1994 (the "Registration Statement"), of Central Illinois Public Service Company (the "Company"), to which this opinion is an exhibit, for the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate amount of $50,000,000 of (a) First Mortgage Bonds of one or more series (the "Bonds") and Medium-Term Notes of one or more series (the "Notes," such Bonds and Notes, collectively the "Debt Securities") to be issued pursuant to the Indenture of Mortgage or Deed of Trust dated October 1, 1941, as heretofore amended and supplemented (the "Indenture of Mortgage") and as to be further amended and supplemented by one or more proposed Supplemental Indentures (collectively, the "New Supplemental Indentures" and each a "New Supplemental Indenture") to Bank of America Illinois and a successor individual co-trustee, as Trustees, and (b) shares of Cumulative Preferred Stock, par value $100 per share ("New Preferred" and such shares of New Preferred and the Debt Securities, collectively, the "Securities"). Each New Supplemental Indenture will relate to a series of Debt Securities and will set forth or provide for the maturity, interest rate, payment dates, redemption provisions, if any, and certain other terms and conditions of such series of Debt Securities. The Indenture of Mortgage and New Supplemental Indentures are herein referred to as the "Indenture." The New Preferred will be issued pursuant to the Restated Articles of Incorporation (the "Articles") of the Company and resolutions of the Board of Directors establishing the series of New Preferred ("Series Resolutions"). Each Series Resolution will relate to a series of New Preferred and will set forth the number of shares, designation, dividend rate (or method of calculation), redemption and other terms and provisions of such series of New Preferred. We have also examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. 2 Central Illinois Public Service Company October 18, 1994 Page 2 Based on the foregoing, and subject to the qualifications set forth herein, we are of the opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Illinois. 2. The Indenture, other than the New Supplemental Indentures, constitutes a valid and binding instrument of the Company. 3. No federal commission and no state commission, other than the Illinois Commerce Commission (the "Illinois Commission"), has jurisdiction over the proposed issuance and sale of the Securities by the Company. The Registration Statement must become effective under the Act prior to the offer or sale of any New Preferred, and the Registration Statement must become effective under the Act and the New Supplemental Indenture relating to each series of the Debt Securities must become qualified under the Trust Indenture Act of 1939, as amended, prior to the offer or sale of the Debt Securities. 4. Subject to the conditions set forth below, each New Supplemental Indenture, the preliminary form of which is filed as an exhibit to the Registration Statement, upon the appropriate completion thereof, will be a valid and binding instrument of the Company and each series of Debt Securities will be duly authorized, valid and binding obligations of the Company and will be entitled to the benefits of the Indenture, except as the United States Bankruptcy Code (the "Code") may affect the validity of the lien of the Indenture with respect to proceeds, products, rents, issues or profits of the property subject to the lien of the Indenture realized, and additional property acquired, within 90 days prior to and subsequent to the commencement of a case with respect to the Company under the Code, except as enforcement of the provisions of the Indenture may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, and except as enforcement of provisions of the Indenture may be limited by the laws of Illinois affecting the remedies for the enforcement of the security provided for in the Indenture. 5. Subject to the conditions set forth below, each series of New Preferred will be validly issued, fully paid and non-assessable. The foregoing opinions are subject to the satisfaction of the following conditions: 3 Central Illinois Public Service Company October 18, 1994 Page 3 (a) the due adoption by the Board of Directors of the Company, or the Executive Committee of such Board, of appropriate resolutions authorizing the execution and delivery of each New Supplemental Indenture and the execution, authentication, issuance and sale of each series of Debt Securities; (b) the due adoption by the Board of Directors of the Company of (i) each Series Resolution (the preliminary form of which is filed as an exhibit to the Registration Statement) establishing a series of New Preferred, and the filing thereof, as required by law, and (ii) the appropriate resolutions authorizing the issuance and sale of each series of New Preferred. (c) the issuance of an order by the Illinois Commerce Commission authorizing, approving or permitting the issuance and sale of the Securities by the Company on terms contemplated by the Registration Statement and the continued effectiveness of such order; (d) the due execution and delivery of each New Supplemental Indenture by the parties thereto, in substantially the form of the proposed New Supplemental Indenture attached as Exhibit 4.02 to the Registration Statement, and the filing thereof for record as required by law; and (e) the due execution of each series of Debt Securities by the Company, and the authentication thereof by the Trustee, in accordance with the terms of the Indenture; and the issuance and sale of each series of Debt Securities by the Company against receipt by it of the agreed consideration therefor and in accordance with such authorizations of the Board of Directors, or the Executive Committee of such Board, of the Company and with the order of the Illinois Commission referred to above. (f) the due execution by the Company and the registration and countersignature by the Registrar of each series of New Preferred; and the issuance and sale of each series of New Preferred by the Company against receipt by it of the agreed consideration therefor and in accordance with such authorizations of the Board of 4 Central Illinois Public Service Company October 18, 1994 Page 4 Directors of the Company and with the orders of the Illinois Commission referred to above. For purposes of this opinion, we express no opinion with respect to the requirements of any state securities or "blue sky" laws. Furthermore, we express no opinion as to the title of the Company to any property or as to the priority or perfection of the liens or security interests created, or intended or purported to be created, by the Indenture. We have prepared or reviewed the statements as to matters of law or legal conclusions with respect to the jurisdiction of certain regulatory commissions expressed under Item 1, "Business -- Regulation" in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, which is incorporated by reference in the Prospectus which is a part of the Registration Statement. We are of the opinion that all such statements as to such matters are correct and we hereby consent to the use of such statements in the Registration Statement and to the use of our name in connection therewith. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to us under the caption "Legal Opinions" in the Prospectus which is a part of the Registration Statement. Very truly yours, Jones, Day, Reavis & Pogue EX-12 5 COMPUTATION OF RATIOS 1 Exhibit 12 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS BEFORE INCOME TAXES (in thousands)
12 Months Ended ---------------------------------------------------------------- December 31, August 31, ---------------------------------------------------- 1994 1993 1992 1991 1990 1989 ---------- -------- -------- -------- -------- -------- Net income. . . . . . . . . . . . . . . . . . . $ 82,689 $ 84,011 $ 72,601 $ 75,683 $ 71,562 $ 71,222 Add--Federal and state income taxes: Current . . . . . . . . . . . . . . . . . . . 56,990 50,441 6,110 36,316 39,380 45,464 Deferred (net). . . . . . . . . . . . . . . . (6,078) 1,674 33,998 7,573 (2,964) (2,774) Investment tax credit amortization. . . . . . (3,367) (3,366) (3,336) (3,464) (3,306) (3,288) Income tax applicable to nonoperating activities. . . . . . . . . . . . . . . . . 858 631 2,989 2,413 2,986 3,246 Income tax applicable to provision for prior period revenue refunds. . . . . . - - - - - (7,465) ------- ------- ------- ------- ------- ------- 48,403 49,380 39,761 42,838 36,096 35,183 ------- ------- ------- ------- ------- ------- Net income before income taxes. . . . . . . . . 131,092 133,391 112,362 118,521 107,658 106,405 ------- ------- ------- ------- ------- ------- Add--Fixed charges Interest on long-term debt. . . . . . . . . . 31,463 32,823 35,534 36,652 36,589 36,604 Interest on provision for revenue refunds . . - - (803) 4,261 3,396 3,432 Other interest. . . . . . . . . . . . . . . . 97 479 392 1,231 1,070 1,052 Amortization of net debt premium and discount. . . . . . . . . . . . . . . . . . 1,686 1,598 863 338 326 290 ------- ------- ------- ------- ------- ------- 33,246 34,900 35,986 42,482 41,381 41,378 ------- ------- ------- ------- ------- ------- Earnings as defined . . . . . . . . . . . . . . $164,338 $168,291 $148,348 $161,003 $149,039 $147,783 ======= ======= ======= ======= ======= ======= Ratio of earnings to fixed charges. . . . . . . 4.94 4.82 4.12 3.79 3.60 3.57 Earnings required for preferred dividends: Preferred stock dividends . . . . . . . . . . $ 3,486 $ 3,718 $ 4,549 $ 5,396 $ 5,617 $ 5,856 Adjustment to pre-tax basis*. . . . . . . . . 2,041 2,185 2,491 3,054 2,833 2,893 ------- ------- ------- ------- ------- ------- $ 5,527 $ 5,903 $ 7,040 $ 8,450 $ 8,450 $ 8,749 ------- ------- ------- ------- ------- ------- Fixed charges plus preferred stock dividend requirements . . . . . . . . . . . . $ 38,773 $ 40,803 $ 43,026 $ 50,932 $ 49,831 $ 50,127 ======= ======= ======= ======= ======= ======= Ratio of earnings to fixed charges plus preferred stock dividend requirements . . . . 4.24 4.12 3.45 3.16 2.99 2.95
* An additional charge equivalent to earnings required to adjust dividends on preferred stock to a pre-tax basis. (See below.) [ Net income before income taxes ] [ ------------------------------ -100 ] X preferred dividends = earnings required for preferred dividends [ Net income ] EX-23.02 6 CONSENT OF SORLING NORTHRUP 1 Exhibit 23.02 Sorling, Northrup, Hanna, Cullen and Cochran, Ltd. Attorneys at Law Suite Eight Hundred Illinois Building 607 East Adams Street Post Office Box 5131 Springfield, Illinois 62705 Area Code 217 Telephone 544-1144 Central Illinois Public Service Company 607 East Adams Street Springfield, Illinois 62379 Re: Securities and Exchange Commission Form S-3 Registration Statement We have prepared or reviewed the statements as to matter of law or legal conclusions relating to Central Illinois Public Service Company's First Mortgage Bonds expressed under "Description of Debt Securities -- Security" in the Prospectus which is part of the accompanying Registration Statement. We are of the opinion that all such statements as to such matters are correct and we hereby consent to the making of such statements and to the use of our name in connection therewith. SORLING, NORTHRUP, HANNA, CULLEN AND COCHRAN, LTD. By: C. Clark Germann --------------------- Springfield, Illinois Date: October 18, 1994 EX-23.03 7 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23.03 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 28, 1994, included in Central Illinois Public Service Company's Form 10-K for the year ended December 31, 1993, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Chicago, Illinois, October 18, 1994 EX-24 8 POWERS OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/William J. Alley ------------------------- William J. Alley Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper - ------------------------- Notary Public My commission expires: March 27, 1995 2 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/John L. Heath -------------------- John L. Heath Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper -------------------- Notary Public My commission expires: March 27, 1995 3 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/Gordon R. Lohman --------------------- Gordon R. Lohman Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper - ---------------------- Notary Public My commission expires: March 27, 1995 4 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/Hanne M. Merriman --------------------- Hanne M. Merriman Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper -------------------- Notary Public My commission expires: March 27, 1995 5 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/Donald G. Raymer --------------------- Donald G. Raymer Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper - ------------------------ Notary Public My commission expires: March 27, 1995 6 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/Thomas L. Shade -------------------- Thomas L. Shade Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper - ------------------------ Notary Public My commission expires: March 27, 1995 7 POWER OF ATTORNEY The undersigned, as a director of Central Illinois Public Service Company, does hereby constitute and appoint C. L. Greenwalt and R. W. Jackson, and each of them, his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned, in such capacity, any Registration Statement, or amendment (including post-effective amendments) thereto, relating to the registration thereunder of not to exceed $50,000,000, in any combination of Central Illinois Public Service Company Medium-Term Notes, in one or more series, First Mortgage Bonds, in one or more series, or Cumulative Preferred Stock, Par Value $100 Per Share, in one or more series, to be filed under the Securities Act of 1933, as amended; hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of October, 1994. /s/James W. Wogsland ------------------- James W. Wogsland Subscribed and sworn to before me this 4th day of October, 1994. /s/Janet K. Cooper - ----------------------- Notary Public My commission expires: March 27, 1995 EX-25 9 FORMS T-1 AND T-2 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) ______________ ------------------------ BANK OF AMERICA ILLINOIS (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) ILLINOIS 36-0947896 (JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.) 231 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60697 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
------------------------ CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) ILLINOIS 37-0211380 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 607 EAST ADAMS STREET 62739 SPRINGFIELD, ILLINOIS (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FIRST MORTGAGE BONDS (TITLE OF INDENTURE SECURITIES) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. Commissioner of Banks and Trust Companies, State of Illinois, Springfield, Illinois. Chicago Clearing House Association, 164 W. Jackson Boulevard, Chicago, Illinois. Federal Deposit Insurance Corporation, Washington, D.C. The Board of Governors of the Federal Reserve System, Washington, D.C. (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the trustee. ITEM 3. VOTING SECURITIES OF THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF THE TRUSTEES: AS OF OCTOBER 6, 1994
COL. B COL. A AMOUNT TITLE OF CLASS OUTSTANDING - ------------------------------------------------- -----------
Not applicable by virtue of response to Item 13. ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES. IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION: (A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE. Not applicable by virtue of response to Item 13. (B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER INDENTURE. Not applicable by virtue of response to Item 13. ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION. Not applicable by virtue of response to Item 13. 1 3 ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF THE OBLIGOR. AS OF OCTOBER 6, 1994
COL. A COL. B COL. C COL. D PERCENTAGE OF VOTING SECURITIES REPRESENTED BY NAME OF AMOUNT OWNED AMOUNT GIVEN OWNER TITLE OF CLASS BENEFICIALLY IN COL. C ------------ -------------- ------------ -----------------
Not applicable by virtue of response to Item 13. ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER. AS OF OCTOBER 6, 1994
COL. A COL. B COL. C COL. D PERCENTAGE OF VOTING SECURITIES REPRESENTED BY NAME OF AMOUNT OWNED AMOUNT GIVEN OWNER TITLE OF CLASS BENEFICIALLY IN COL. C ------------ -------------- ------------ -----------------
Not applicable by virtue of response to Item 13. ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE TRUSTEE: AS OF OCTOBER 6, 1994
COL. A COL. B COL. C COL. D WHETHER THE SECURITIES ARE VOTING OR AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS TITLE OF NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C - ------------ ----------- ---------------------------- ---------------------
Not applicable by virtue of response to Item 13. 2 4 ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE. AS OF OCTOBER 6, 1994
COL. A COL. B COL. C COL. D NAME OF ISSUER AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C - --------------- ----------- --------------------------------- ---------------------
Not applicable by virtue of response to Item 13. ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON. AS OF OCTOBER 6, 1994
COL. A COL. B COL. C COL. D NAME OF ISSUER AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C - --------------- ----------- --------------------------------- ---------------------
Not applicable by virtue of response to Item 13. ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE. AS OF OCTOBER 6, 1994
COL. A COL. B COL. C COL. D NAME OF ISSUER AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C - --------------- ----------- --------------------------------- ---------------------
Not applicable by virtue of response to Item 13. 3 5 ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION: AS OF MARCH 10, 1993
COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE - ---------------------- ------------------ --------
Not applicable by virtue of response to Item 13. ITEM 13. DEFAULTS BY THE OBLIGOR. (A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT. There is not nor has there been a default with respect to the securities under this indenture. (B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT. There is not nor has there been a default with respect to securities outstanding under this indenture. The trustee is a trustee under any another indenture under which any other securities of the obligor are outstanding. There is not nor has there been a default with respect to the securities outstanding under such other indenture. ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS. IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. Not applicable by virtue of response to Item 13. ITEM 15. FOREIGN TRUSTEE. IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT. Not applicable. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the certification by the Illinois Commissioner of Banks and Trust Companies of Bank of America Illinois' Charter and Certificate of Conversion, incorporated herein by reference to Exhibit 1 to T-1; Registration No. 33-81660. 2. A copy of the certification by the Illinois Commissioner of Banks and Trust Companies of Bank of America Illinois' Charter and Certificate of Conversion, incorporated herein by reference to Exhibit 1 to T-1; Registration No. 33-81660, includes the authority of the trustee to commence business. 3. A copy of the certificate of authority for Bank of America Illinois to engage in trust activities issued by the Illinois Commissioner of Banks and Trust Companies, incorporated herein by reference to Exhibit 3 to T-1; Registration No. 33-81660. 4 6 4. A copy of the existing By-laws of Bank of America Illinois as now in effect, incorporated herein by reference to Exhibit 4 to T-1; Registration No. 33-55043. 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to T-1; Registration No. 33-81660. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority, filed herewith. 8. Not applicable. 9. Not applicable. SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE, BANK OF AMERICA ILLINOIS, AN ILLINOIS BANKING CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF ILLINOIS, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 6TH DAY OF OCTOBER, 1994. BANK OF AMERICA ILLINOIS By /s/ K.L. CLARK ----------------------------------- K.L. Clark Trust Officer 5 7 EXHIBIT 7 (OFFICIAL PUBLICATION) CONSOLIDATED REPORT OF CONDITION OF CONTINENTAL BANK of Chicago, Illinois AND FOREIGN AND DOMESTIC SUBSIDIARIES A member of the Federal Reserve System, at the close of business on June 30, 1994, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
IN MILLIONS ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ......................................................................... $ 1,833 Interest-bearing balances .......................................................... 1,518 Securities Held-to-maturity securities ........................................................ 454 Available-for-sale securities ...................................................... 1,161 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold ................................................................. 429 Securities purchased under agreements to resell .................................... 704 Loans and lease financing receivables: Loans and leases, net of unearned income .................................. $12,009 LESS: Allowance for loan and lease losses ................................. 312 LESS: Allocated transfer risk reserve ....................................... 0 Loans and leases, net of unearned income, allowance, and reserve ............................................................. 11,697 Assets held in trading accounts ...................................................... 1,539 Premises and fixed assets (including capitalized leases) ............................. 236 Other real estate owned .............................................................. 191 Investments in unconsolidated subsidiaries and associated companies .................. 0 Customers' liability to this bank on acceptances outstanding ......................... 92 Intangible assets .................................................................... 0 Other assets ......................................................................... 1,455 ------- TOTAL ASSETS ....................................................................... $21,309 ======= LIABILITIES Deposits: In domestic offices ................................................................. $ 8,771 Noninterest-bearing ................................................... $2,689 Interest-bearing ...................................................... 6,082 In foreign offices, Edge and Agreement subsidiaries, and IBFs ......................... 4,408 Noninterest-bearing ................................................... $ 61 Interest-bearing ...................................................... 4,347 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased .............................................................. 475 Securities sold under agreements to repurchase ....................................... 224 Demand notes issued to the U.S. Treasury ............................................... 1,300 Trading liabilities .................................................................... 984 Other borrowed money: With original maturity of one year or less ........................................... 1,665 With original maturity of more than one year ......................................... 38 Mortgage indebtedness and obligations under capitalized leases ......................... 0 Bank's liability on acceptances executed and outstanding ............................... 92 Subordinated notes and debentures ...................................................... 398 Other liabilities ...................................................................... 840 ------- TOTAL LIABILITIES .................................................................... 19,195 ------- Limited-life preferred stock and related surplus ....................................... 0 EQUITY CAPITAL Perpetual preferred stock and related surplus .......................................... 0 Common stock ........................................................................... 685 Surplus ................................................................................ 827 Undivided profits and capital reserves ................................................. 630 Net unrealized holding gains (losses) on available-for-sale securities ............... (23) Cumulative foreign currency translation adjustments .................................... (5) ------- TOTAL EQUITY CAPITAL ................................................................. 2,114 ------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL ................................................................... $21,309 =======
I, John J. Higgins, Controller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. /s/ John J. Higgins ------------------- Controller 8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-2 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) _______________ ------------------------ ROBERT J. DONAHUE ###-##-#### (NAME OF TRUSTEE) (SOCIAL SECURITY NUMBER) 231 SOUTH LASALLE STREET CHICAGO ILLINOIS 60697 (BUSINESS ADDRESS) (ZIP CODE)
------------------------ CENTRAL ILLINOIS PUBLIC SERVICE COMPANY (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) ILLINOIS 37-0211380 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 607 EAST ADAMS STREET SPRINGFIELD, ILLINOIS 62739 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
FIRST MORTGAGE BONDS (TITLE OF THE INDENTURE SECURITIES) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 9 ITEM 1. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. ITEM 2. TRUSTEESHIPS UNDER OTHER INDENTURES. IF THE TRUSTEE IS TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FILE A COPY OF EACH SUCH INDENTURE AS AN EXHIBIT AND FURNISH THE FOLLOWING INFORMATION: (A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE. Not applicable by virtue of response to Item 9. (B) A BRIEF STATEMENT OF THE FACTS RELIED UPON BY THE TRUSTEE AS A BASIS FOR THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER INDENTURE. Not applicable by virtue of response to Item 9. ITEM 3. CERTAIN RELATIONSHIPS BETWEEN THE TRUSTEE AND THE OBLIGOR OR AN UNDERWRITER. IF THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE OR REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, STATE THE NATURE OF EACH SUCH CONNECTION. Not applicable by virtue of response to Item 9. ITEM 4. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED BENEFICIALLY BY THE TRUSTEE OR HELD BY THE TRUSTEE AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT. OCTOBER 7, 1994
COL. A COL. B COL. C COL. D WHETHER THE SECURITIES ARE VOTING AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS TITLE OF OR NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C - ------------ ----------- ---------------------------- ---------------------
Not applicable by virtue of response of Item 9. ITEM 5. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE. 1 10 OCTOBER 7, 1994
COL. A COL. B COL. C COL. D Q PERCENTAGE OF VOTING SECURITIES AMOUNT OWNED BENEFICIALLY OR REPRESENTED BY NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY AMOUNT GIVEN TITLE OF CLASS OUTSTANDING FOR OBLIGATIONS IN DEFAULT IN COL. C - ------------------ ------------------ ---------------------------- -----------------
Not applicable by virtue of response to Item 9. ITEM 6.HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR PRINCIPAL HOLDERS OF VOTING SECURITIES OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON. OCTOBER 7, 1994
COL. A COL. B COL. C COL. D AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C - --------------- ----------- --------------------------------- ---------------------
Not applicable by virtue of response to Item 9. ITEM 7.HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE. OCTOBER 7, 1994
COL. A COL. B COL. C COL. D AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT GIVEN IN COL. C - --------------- ----------- --------------------------------- ---------------------
Not applicable by virtue of response to Item 9. 2 11 ITEM 8. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
OCTOBER 7, 1994 COL. A COL. B COL. C NATURE OF AMOUNT INDEBTEDNESS OUTSTANDING DATE DUE - --------------------- ------------------ -----------------
Not applicable by virtue of response to Item 9. ITEM 9. DEFAULTS BY THE OBLIGOR. (A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT. There is not nor has there been a default with respect to the securities under this indenture. (B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OR SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT. The trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding. There is not nor has there been a default with respect to the securities under this indenture. ITEM 10. AFFILIATIONS WITH THE UNDERWRITERS. IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. Not applicable by virtue of response to Item 9. ITEM 11. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION. None. SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, I, ROBERT J. DONAHUE, HAVE SIGNED THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 7TH DAY OF OCTOBER, 1994. By /s/ ROBERT J. DONAHUE ----------------------------------- Robert J. Donahue 3 -----END PRIVACY-ENHANCED MESSAGE-----