-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwtZND5ar4UBcq01NJ5661lz2bKq6Z2+eI2zDFvQHNOdwkuYRe35ll4mn+3GJpcU JsZx9jgfFyERlHyaq5SjEg== /in/edgar/work/20000628/0001002910-00-000055/0001002910-00-000055.txt : 20000920 0001002910-00-000055.hdr.sgml : 20000920 ACCESSION NUMBER: 0001002910-00-000055 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 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: 11-K SEC ACT: SEC FILE NUMBER: 001-03672 FILM NUMBER: 662907 BUSINESS ADDRESS: STREET 1: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 BUSINESS PHONE: 2175233600 MAIL ADDRESS: STREET 1: CENTRAL ILLINOIS PUBLIC SERVICE CO STREET 2: 607 E ADAMS ST CITY: SPRINGFIELD STATE: IL ZIP: 62739 11-K 1 0001.txt CIPS FORM 11-K FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ COMMISSION FILE NUMBER 1-3672 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY EMPLOYEE LONG-TERM SAVINGS PLAN - IBEW NO. 702 Issuer: Ameren Corporation 1901 Chouteau Avenue St. Louis, Missouri 63103 (Principal Executive Office) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY EMPLOYEE LONG-TERM SAVINGS PLAN - IBEW NO. 702 Report, Financial Statements and Additional Information December 31, 1999 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Report, Financial Statements and Additional Information Index December 31, 1999 ________________________________________________________________________________ Page Report of Independent Accountants 1 Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 2 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and December 31, 1998 3 Notes to Financial Statements 4-13 Report of Independent Accountants June 28, 2000 To the Board of Directors of Central Illinois Public Service Company and the Participants of the Central Illinois Public Service Company Employee Long-Term Savings Plan, IBEW No. 702 In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Central Illinois Public Service Company Employee Long-Term Savings Plan, IBEW No. 702 (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /S/ PricewaterhouseCoopers June 28, 2000 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Statement of Net Assets Available for Benefits Page 2 ________________________________________________________________________________ December 31, 1999 1998 ------------ ------------ Assets Investments at fair value $ 33,665,864 $ 28,714,548 Cash -- (10,001) Dividends and interest receivable 15,408 12,614 Contributions receivable: Participant 141,658 140,034 Employer 14,513 14,687 ------------ ------------ 156,171 154,721 ------------ ------------ Net assets available for benefits $ 33,837,443 $ 28,871,882 ============ ============ The accompanying notes are an iuntegral part of these financail statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Statement of Changes in Net Assets Available for Benefits Page 3 ________________________________________________________________________________ For the Year Ended December 31, 1999 1998 ------------ ------------- Additions to net assets attributed to: Participant contributions $ 3,297,919 $ 3,256,990 Employer contributions 230,191 232,397 Dividend and interest 1,057,159 817,719 Net appreciation in fair value of investments 1,561,399 3,045,861 ------------ ------------- Total additions 6,146,668 7,352,967 Deductions from net assets attributed to: Distributions 1,202,549 740,837 Administrative expenses 3,801 4,721 ------------ ------------- Total deductions 1,206,350 745,558 ------------ ------------- Net transfer between funds and plans 25,243 (132,792) ------------ ------------- Increase in net assets available for benefits 4,965,561 6,474,617 Net assets available for benefits, Beginning of year 28,871,882 22,397,265 ------------ ------------- End of year $ 33,837,443 $ 28,871,882 ============ ============ The accompanying notes are an iuntegral part of these financail statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 4 1. Description of the plan General The following description of the Plan provides only general information. For a more complete description of the Plan's provisions, a copy of the Plan document is available upon request from the Plan Administrator. The Central Illinois Public Service Company (the Company) is an Illinois corporation which is a wholly-owned subsidiary of Ameren Corporation (Ameren), a holding company formed upon completion of the merger between Union Electric Company and CIPSCO Incorporated (the Merger). The Company adopted the Employee Long-Term Savings Plan - IBEW No. 702 (the Plan) on January 1, 1990, to provide a systematic means by which certain eligible employees of the Company may adopt a regular savings program and secure federal income tax benefits resulting from participation in the Plan. The Plan is a defined contribution plan subject to the Employee Retirement Income Security Act of 1974 (ERISA). The Plan provides for the investment in certain funds held under the Plan for each participating employee (the Participant). A committee (the Committee) consisting of at least three persons appointed by the Company administers the Plan. The Committee has the power to adopt rules and regulations as deemed necessary or advisable to carry out the Plan in accordance with its terms. No member of the Committee who is an employee of the Company may receive any remuneration for services performed in this capacity as a member of the Committee. Merrill Lynch Trust Company of America (the Trustee) serves as trustee under terms of the Master Trust. Participation Each employee of the Company receiving regular salary or wages who is part of the IBEW Local No. 702 collective bargaining unit and who has both completed one year of service (defined as a consecutive twelve-month period beginning with his/her employment commencement date or anniversary thereof during which he/she has completed at least 1,000 hours of service) and has attained the age of 21 is eligible to become a Participant. Contributions The Plan permits a participant to make contributions to the Plan through payroll reductions from 1% up to 15% of the Participant's compensation (as defined). The Tax Reform Act of 1986 limited the maximum annual amount that may be contributed by a Participant to $10,000 in 1999 and 1998. The Company transfers to the Master Trust the amount designated by the Participant where it is placed in a Participant's account no less frequently than semi-monthly. The Company shall make a matching contribution equal to 15% of the amount of compensation reduction contributions, not CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 5 ________________________________________________________________________________ to exceed 5% of the participant's compensation while an active participant for such payroll period. Contributions are invested in accordance with the Participant's directions in one or more of the Funds. Employees may make "qualifying rollover contributions" of amounts received as a distribution from a prior employer's plan. Vesting The amounts in a Participant's Account are fully vested at all times. Since Company contributions vest immediately, forfeitures are not applicable. Investment options Ameren Common Stock Fund - This fund invests in shares of Ameren Corporation common stock which the trustee purchases in the open market from time to time. Bond Index Fund - Funds are invested in the Barclays Global Investors Government/Corporate Bond Index Fund which is a stratified sample of bonds comprising the Lehman Brothers Government/Corporate Bond Index (the Bond Index). The Bond Index is comprised primarily of U.S. Government, U.S. Agency and corporate bonds. Standard & Poor's (S&P) 500 Equity Index Fund - Funds are invested in the Merrill Lynch Equity Index Trust, a collective trust fund maintained by Merrill Lynch Trust Company. The investment objectives of the Merrill Lynch Equity Index Trust are to approximate the total return of the S&P 500 Composite Stock Index (the Equity Index). The investment strategy has two components. Ordinarily, over 90% of the assets are held as a traditional "full replication" Equity Index portfolio comprised of all, or nearly all, 500 stocks in weightings closely aligned with those of the Equity Index. The balance of the assets are held in a liquidity pool of cash equivalents (hedged by ownership of S&P 500 Index Futures) that provide a return very close to the Equity Index, while allowing low-cost, efficient accommodation of cash flows in and out of the Merrill Lynch Equity Index Trust. Money Market Fund - Funds are invested in the Barclays Global Investors Money Market Fund for Employee Benefit Trusts, which provides for investment and reinvestment in a variety of money market instruments, including but not limited to U.S. government and agency securities, bank obligations such as certificates of deposit, banker's acceptances and fixed-time deposits, short-term commercial debt instruments such as commercial paper, unsecured loan participation or variable rate demand notes and repurchase agreements. Growth Equity Fund - Funds are invested in a separately managed portfolio consisting primarily of equity securities, or securities convertible into common stocks. A portion of the portfolio may be invested in cash equivalents. The portfolio is managed by Merrill Lynch Asset Management. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 6 ________________________________________________________________________________ Merrill Lynch Retirement Preservation Trust - Funds are invested primarily in U.S. government and agency securities, guaranteed investment contracts issued generally by insurance carriers and banks, and high-quality money market instruments. This Fund is a collective trust fund maintained by Merrill Lynch Trust Company. AIM Value Fund - Class A Shares - Funds are invested primarily in equity securities that are judged by the manager to be undervalued. The AIM Value Fund invests primarily in common stocks, convertible bonds and convertible preferred stocks, but also may invest in preferred stocks and other debt securities. Merrill Lynch Global Allocation Fund - Class A Shares - This fund varies the mix of investments in United States and foreign equity, debt and money market securities based upon the manager's evaluation of changing market and economic trends. Merrill Lynch Capital Fund - This fund has a fully managed investment policy utilizing equity, debt and convertible securities. Consistent with policy, the Capital Fund's portfolio may, at any given time, be invested substantially in equity securities (stocks), corporate bonds, or money market securities. It is the expectation of the investment manager that over longer periods, a major portion of the Capital Fund's portfolio will consist of equity securities of larger-market capitalization companies. Participant Loan Fund - This fund consists of amounts loaned to participants as provided for in the Plan. Plan Withdrawals/Loans No withdrawals from a Participant's account are permitted while the Participant continues to be employed by the Company except that, upon compliance with the provisions of the Plan, one withdrawal may be made each year in limited cases of financial hardship. In addition, Participants may make withdrawals of their rollover contributions and earnings thereon. Upon application of a Participant and payment of a loan application fee, the Committee may, in compliance with the Plan, direct the Trustee to make a loan to the Participant from the Participant's account upon such terms as the Committee shall specify. Participants' loans are maintained in the Participant Loan Fund. Distributions Upon termination of employment for any reason, a Participant will be entitled to receive the balance in the Participant's account less the unpaid amount of any outstanding loan (including accrued interest). Generally, distributions will be made in a lump sum; however, in certain circumstances a Participant may also elect to receive his/her distribution in installments. Certain distributions may be deferred until a participant reaches age 70 1/2, dies, or requests an earlier distribution (whichever occurs first). CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 7 ________________________________________________________________________________ Amounts that have been requested for withdrawal by Participants, but have not yet been distributed by the Plan, are included in net assets available for benefits. There were no amounts requested for withdrawal by Participants, but not yet distributed by the Plan as of December 31, 1999 or 1998. Plan termination The Company has a right to terminate the Plan at any time subject to the provisions of ERISA. Upon termination, the Trustee will distribute assets remaining in the Trust Fund with the exception that, except in certain specified situations, no distributions shall be made until a participant attains age 59 1/2. 2. Summary of significant accounting policies Basis of accounting The financial statements of the Plan are prepared on the accrual basis of accounting. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Investments All investments are presented at fair value as of December 31, 1999 and 1998. The fair value of the Ameren Common Stock Fund was determined using year-end published market prices. Investments in equity securities and bonds are valued at net asset market value including accrued income on the last business day of each year. Investments in the Money Market Fund and Merrill Lynch Retirement Preservation Trust are valued at cost plus accrued income, which approximates market. Participant loans are valued at cost which approximates fair market value. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. Income Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 8 ________________________________________________________________________________ Gains and losses on security transactions are recorded on the trade date. Net unrealized appreciation or depreciation for the year is reflected in Net appreciation (depreciation) of investments on the Statement of Changes in Net Assets Available for Benefits. Expenses In general, expenses to administer the Plan, including fees and expenses of the Trustee, are paid by the Company, except as provided for in the Plan. All transaction fees of an investment fund are paid from the assets of that investment fund. Benefit payments Benefit payments are recorded when paid. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 9 ________________________________________________________________________________ 3. Investments The following table presents investments of the Plan. Investments that represent five percent or more of the Plan's net assets available for benefits at December 31, 1999 and 1998 are separately identified. December 31, 1999 1998 ---- ---- Investments at Fair Value as Determined by Quoted Market Price Ameren Common Stock $ 8,254,368 $ 8,546,226 Common/Collective Trusts: S&P 500 Equity Index Fund 9,257,073 7,285,868 Govt/Corp Bond Index Fund 1,005,141 1,044,257 Money Market Fund 963,272 1,379,710 Growth Equity Fund 8,707,462 6,408,322 Merrill Lynch Retirement Preservation Trust 302,755 323,867 ----------- ----------- Total Common/Collective Trusts 20,235,703 16,442,024 Mutual Funds: AIM Value Fund 2,848,159 1,727,473 Merrill Lynch Global Allocation Fund -- Class A 407,674 269,117 Merrill Lynch Capital Fund 492,297 356,484 ----------- ----------- Total Mutual Funds 3,748,130 2,353,074 Loans to Participants 1,427,663 1,373,224 ----------- ----------- Total Investments $33,665,864 $28,714,548 =========== =========== 4. Transactions with parties-in-interest At December 31, 1999, the Plan held Ameren Corporation common stock with a cost and market value of $8,699,300 and $8,254,368, respectively. During 1999, the Plan purchased shares at a cost of $3,192,634 and sold shares valued at $1,217,240, resulting in a net realized gain of $72,304. The Plan also distributed shares valued at $114,112 to persons withdrawing from the Plan. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 10 ________________________________________________________________________________ At December 31, 1998, the Plan held Ameren Corporation common stock with a cost and market value of $6,751,530 and $8,546,226, respectively. During 1998, the Plan purchased shares at a cost of $2,472,489 and sold shares valued at $1,844,516, resulting in a net realized gain of $241,855. The Plan also distributed shares valued at $129,854 to persons withdrawing from the Plan. The Plan held $302,755 and $323,867 in the Merrill Lynch Retirement Preservation Trust at December 31, 1999 and 1998, respectively. This Fund is a collective trust fund with book value approximating market. At December 31, 1999, the Plan held shares in the Merrill Lynch Equity Index Trust with a cost and market value of $5,063,177 and $9,257,073, respectively. During 1999, the Plan purchased shares at a cost of $1,584,223 and sold shares valued at $1,197,443, resulting in a net realized gain of $392,016. At December 31, 1998, the Plan held shares in the Merrill Lynch Equity Index Trust with a cost and market value of $4,281,895 and $7,285,868, respectively. During 1998, the Plan purchased shares at a cost of $1,740,060 and sold shares valued at $924,415, resulting in a net realized gain of $268,437. These transactions are allowable party-in-interest transactions under Section 408(b)(8) of the ERISA regulations. 5. Federal income tax status The Plan is intended to qualify as a deferred compensation plan under sections 401 (a) and 401 (k) of the Internal Revenue Code of 1986. Qualification of the Plan means that a Participant will not be subject to federal income taxes on amounts contributed to the Participant's account, or the earnings or appreciation thereon, until such amounts either are withdrawn by the Participant or are distributed to the Participant or a beneficiary in the event of the Participant's death. Payroll reduction contributions to a Participant's account reduce the gross income of the Participant for federal income tax purposes to the extent of the contributions. The Company received a favorable determination letter from the Internal Revenue Service dated July 29, 1996, concerning the qualification of the Plan under federal income tax regulations. In addition, the Company also received a favorable determination letter from the Internal Revenue Service dated December 8, 1986, concerning qualification of the Master Long-Term Savings Trust under federal income tax regulations. Management believes that the Plan is currently designed and is being operated in compliance with requirements of the Internal Revenue Code and that the Plan is tax exempt as of the financial statement date. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan - IBEW NO. 702 Notes to Financial Statements December 31, 1999 Page 11 ________________________________________________________________________________ Discussions of the federal income tax consequences of the Plans, including consequences on distributions of Participant's account, are contained in the Company's Employee Long-Term Savings Plan Summary Plan Description and Information Statement (dated June 27, 1995). 6. Participation in Master Trust The Central Illinois Public Service Company Master Long-Term Savings Trust (the Master Trust) was established April 1, 1985 to serve as the funding medium for the Plan and for the other separate Employee Long-Term Savings Plans which are for the executive and wage and salary groups and the members of the IUOE No. 148 collective bargaining unit. These separate plans are not included in this report and are shown separately in their own reports. At December 31, 1999 and 1998, the Plan's interest in the net assets of the master trust was approximately 56% and 53%, respectively. The Master Trusts' Statement of Net Assets at December 31, 1999 and 1998, and Statement of Changes in Net Assets for the Year Ended December 31, 1999 and 1998, are detailed on the following pages. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Master Long-Term Savings Trust Statement of Net Assets Available for Benefits December 31, 1999 and 1998 Page 12 ________________________________________________________________________________ December 31, 1999 1998 ------------ ------------- Investments, at fair value: Ameren Common Stock Fund $ 17,779,909 $ 18,123,511 Bond Index Fund 1,572,443 1,783,429 Money Market Fund 2,986,046 4,526,474 Growth Equity Fund 13,653,646 10,347,700 Standard & Poor's (S&P) 500 Equity Index Fund 15,277,471 11,816,384 Merrill Lynch Retirement Preservation Trust 1,194,818 1,924,488 AIM Value Fund 3,492,094 2,138,823 Merrill Lynch Global Allocation Fund 485,030 346,163 Merrill Lynch Capital Fund 722,074 534,042 Participant Loan Fund 2,542,130 2,586,939 ------------ ------------ Total investments 59,705,661 54,127,953 Cash -- (10,616) Receivables: Pending Settlement -- 498 Payroll withholdings 229,799 222,156 Interest and Dividends 29,891 24,532 ------------ ------------ Net assets available for benefits $ 59,965,351 $ 54,364,523 ============ ============ CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Master Long-Term Savings Trust Statement of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1999 and 1998 Page 13 ________________________________________________________________________________ Year ended December 31, 1999 1998 Additions: Employee contributions $ 4,783,369 $ 7,238,215 Employer contributions 230,191 232,397 Investment income 2,072,176 3,025,572 Net appreciation of investments 1,177,732 7,803,511 ------------- ------------- Total additions 8,263,468 18,299,695 ------------- ------------- Deductions: Distributions 2,672,958 9,659,880 Administrative expenses (4,193) 10,482 ------------- ------------- Total deductions 2,668,765 9,670,362 ------------- ------------- Increase in net assets available for benefits 5,594,703 8,629,333 Net assets available for benefits Beginning of year 54,364,523 120,905,587 ------------- ------------- End of year 59,959,226 129,534,920 Net assets transferred in/(out) 6,125 (75,170,397) ------------- ------------- Net assets $ 59,965,351 $ 54,364,523 ============= ============= SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY EMPLOYEE LONG-TERM SAVINGS PLAN - IBEW NO. 702 AMEREN SERVICES COMPANY (Administrator) By /s/ Jean M. Hannis -------------------------- Jean M. Hannis Vice President June 28, 2000 EXHIBIT INDEX Exhibits Filed Herewith Exhibit No. Description - ----------- ---------------------------------------- 23 Consent of Independent Accountants EX-23 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS [PricewaterhouseCoopers Letterhead] EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-43743) of Central Illinois Public Service Company of our report dated June 28, 2000 on the financial statements of the Central Illinois Public Service Company Long-Term Savings Plan, IBEW No. 702 for the year ended December 31, 1999, which is included in this Form 11-K. /s/ PricewaterhouseCoopers LLP St. Louis, Missouri June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----