-----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, GPMEe8V0EQPx6Tdh30ItGnbMmKh6mH5wIdH2T/nzeiVPy14Wfo3tLf45ize9VlZM KahzDKWVB/OsHFZKmbs7Gg== 0001002910-99-000042.txt : 19990630 0001002910-99-000042.hdr.sgml : 19990630 ACCESSION NUMBER: 0001002910-99-000042 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981027 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000018654 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211380 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03672 FILM NUMBER: 99655340 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 CIPS FORM 11K 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, 1998 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 (Effective through October 27, 1998) Issuer: Ameren Corporation 1901 Chouteau Avenue St. Louis, Missouri 63103 (Principal Executive Office) CENTRAL ILLINOIS PUBLIC SERVICE COMPANY EMPLOYEE LONG-TERM SAVINGS PLAN Report, Financial Statements and Additional Information October 27, 1998 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Report, Financial Statements and Additional Information Index October 27, 1998 Page Report of Independent Accountants 1 Statement of Net Assets Available for Benefits with Fund Information at October 27, 1998 and December 31, 1997 2 - 5 Statement of Changes in Net Assets Available for Benefits with Fund Information for the period January 1, 1998 through October 27, 1998 and the year ended December 31, 1997 6 - 9 Notes to Financial Statements 10 - 19 Additional Information*: Line 27d - Schedule of Reportable Transactions for the period ended October 27, 1998 Schedule II * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants June 25, 1999 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 In our opinion, the accompanying statements of net assets available for benefits with fund information and the related statements of changes in net assets available for benefits with fund information present fairly, in all material respects, the net assets available for benefits of the Central Illinois Public Service Company Employee Long-Term Savings Plan at October 27, 1998 and December 31, 1997, and the changes in net assets available for benefits for the period from January 1, 1998 to October 27, 1998 and the year ended December 31, 1997, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Net Assets Available for Benefits, with Fund Information October 27, 1998 Page 2 ________________________________________________________________________________
Ameren Common Bond Money Growth Stock Index Market Equity Fund Fund Fund Fund Assets Investments at fair value $ 14,384,760 $ 4,497,904 $ 7,314,763 $ 21,051,404 ------------ ------------ ------------ ------------ Net assets available for benefits 14,384,760 4,497,904 7,314,763 21,051,404 Less: Net assets transferred out (14,384,760) (4,497,904) (7,314,763) (21,051,404) ------------ ------------ ------------ ------------ Net assets available for benefits $ -- $ -- $ -- $ -- ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Net Assets Available for Benefits, with Fund Information October 27, 1998 Page 2 - continued ________________________________________________________________________________
S&P 500 Retirement AIM Equity Preserv. Value Index Fund Trust Fund Assets Investments at fair value $ 17,802,159 $ 2,796,635 $ 2,224,239 ------------ ------------ ------------ Net assets available for benefits 17,802,159 2,796,635 2,224,239 Less: Net assets transferred out (17,802,159) (2,796,635) (2,224,239) ------------ ------------ ------------ Net assets available for benefits $ -- $ -- $ -- ============ ============ ============ The accompanying notes are an integral part of these financial statements.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Net Assets Available for Benefits, with Fund Information(continued) October 27, 1998 Page 3 ________________________________________________________________________________
Global Pending Participant Allocation Capital Cash Settlement Loan Fund Fund Fund Fund Fund Total Assets Investments at fair value $ 660,280 $ 1,784,876 $ (184) $ 2 $ 2,653,559 $ 75,170,397 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits 660,280 1,784,876 (184) 2 2,653,559 75,170,397 Less: Net assets transferred out (660,280) (1,784,876) 184 (2) (2,653,559) (75,170,397) ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ -- $ -- $ -- $ -- $ -- $ -- ============ ============ ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Net Assets Available for Benefits, with Fund Information December 31, 1997 Page 4 ________________________________________________________________________________
Ameren Common Bond Money Growth Stock Index Market Equity Fund Fund Fund Fund Assets Investments at fair value $17,829,879 $ 3,934,190 $ 5,990,361 $21,488,535 Dividends and interest receivable 4,821 864 1,942 5,280 Contributions receivable (participant) 50,052 14,084 20,134 62,037 ----------- ----------- ----------- ----------- Net assets available for benefits $17,884,752 $ 3,949,138 $ 6,012,437 $21,555,852 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Net Assets Available for Benefits, with Fund Information December 31, 1997 Page 4 - continued ________________________________________________________________________________
S&P 500 Retirement AIM Equity Preserv. Value Index Fund Trust Fund Assets Investments at fair value $18,158,172 $ 1,130,551 $ 2,225,846 Dividends and interest receivable 3,945 268 800 Contributions receivable (participant) 50,447 1,984 11,813 ----------- ----------- ----------- Net assets available for benefits $18,212,564 $ 1,132,803 $ 2,238,459 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Net Assets Available for Benefits, with Fund Information(continued) December 31, 1997 Page 5 ________________________________________________________________________________
Global Pending Participant Allocation Capital Cash Settlement Loan Fund Fund Fund Fund Fund Total Assets Investments at fair value $ 854,281 $ 962,444 $ (832) $ 162,454 $ 2,846,056 $75,581,937 Dividends and interest receivable 274 477 15,028 -- -- 33,699 Contributions receivable (participant) 5,633 4,982 -- -- (80,096) 141,070 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 860,188 $ 967,903 $ 14,196 $ 162,454 $ 2,765,960 $75,756,706 =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Period January 1, 1998 through October 27, 1998 Page 6 ________________________________________________________________________________
Ameren Common Bond Money Growth Stock Index Market Equity Fund Fund Fund Fund Additions to net assets attributed to: Participant contributions $ 443,816 $ 162,090 $ 217,762 $ 746,834 Dividends and interest 727,744 6,192 302,237 40,653 Net appreciation (depreciation) in fair value of investments (587,834) 393,280 -- 2,028,871 ------------ ------------ ------------ ------------ Total additions 583,726 561,562 519,999 2,816,358 ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Distributions 1,601,568 224,263 1,166,154 1,850,465 Administrative expenses 758 138 296 804 ------------ ------------ ------------ ------------ Total deductions 1,602,326 224,401 1,166,450 1,851,269 ------------ ------------ ------------ ------------ Net transfers between funds and plans (2,481,392) 211,605 1,948,777 (1,469,537) ------------ ------------ ------------ ------------ Increase (decrease) in net assets available for benefits (3,499,992) 548,766 1,302,326 (504,448) Net assets available for benefits, Beginning of year 17,884,752 3,949,138 6,012,437 21,555,852 ------------ ------------ ------------ ------------ End of period 14,384,760 4,497,904 7,314,763 21,051,404 Net assets transferred out (14,384,760) (4,497,904) (7,314,763) (21,051,404) ------------ ------------ ------------ ------------ Net assets $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Period January 1, 1998 through October 27, 1998 Page 6 - continued ________________________________________________________________________________
S&P 500 Retirement AIM Equity Preserv. Value Index Fund Trust Fund Additions to net assets attributed to: Participant contributions $ 628,489 $ 41,983 $ 153,395 Dividends and interest 30,921 92,031 7,161 Net appreciation (depreciation) in fair value of investments 1,183,357 -- 64,735 ------------ ------------ ------------ Total additions 1,842,767 134,014 225,291 ------------ ------------ ------------ Deductions from net assets attributed to: Distributions 1,620,943 311,471 205,754 Administrative expenses 756 2 252 ------------ ------------ ------------ Total deductions 1,621,699 311,473 206,006 ------------ ------------ ------------ Net transfers between funds and plans (631,473) 1,841,291 (33,505) ------------ ------------ ------------ Increase (decrease) in net assets available for benefits (410,405) 1,663,832 (14,220) Net assets available for benefits, Beginning of year 18,212,564 1,132,803 2,238,459 ------------ ------------ ------------ End of period 17,802,159 2,796,635 2,224,239 Net assets transferred out (17,802,159) (2,796,635) (2,224,239) ------------ ------------ ------------ Net assets $ -- $ -- $ -- ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information (continued) For the Period January 1, 1998 through October 27, 1998 Page 7 ________________________________________________________________________________
Global Pending Participant Allocation Capital Cash Settlement Loan Fund Fund Fund Fund Fund Total Additions to net assets attributed to: Participant contributions $ 62,665 $ 73,787 $ -- $ -- $ -- $ 2,530,821 Dividends and interest 23,217 56,615 (15,028) -- -- 1,271,743 Net appreciation (depreciation) in fair value of investments (91,389) (146,703) -- -- -- 2,844,317 ------------ ------------ ------------ ------------ ------------ ------------ Total additions (5,507) (16,301) (15,028) -- -- 6,646,881 ------------ ------------ ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Distributions 99,764 111,656 -- -- 120,269 7,312,307 Administrative expenses 34 41 -- -- -- 3,081 ------------ ------------ ------------ ------------ ------------ ------------ Total deductions 99,798 111,697 -- -- 120,269 7,315,388 ------------ ------------ ------------ ------------ ------------ ------------ Net transfers between funds and plans (94,603) 944,971 648 (162,452) 7,868 82,198 ------------ ------------ ------------ ------------ ------------ ------------ Increase (decrease) in net assets available for benefits (199,908) 816,973 (14,380) (162,452) (112,401) (586,309) Net assets available for benefits, Beginning of year 860,188 967,903 14,196 162,454 2,765,960 75,756,706 ------------ ------------ ------------ ------------ ------------ ------------ End of period 660,280 1,784,876 (184) 2 2,653,559 75,170,397 Net assets transferred out (660,280) (1,784,876) 184 (2) (2,653,559) (75,170,397) ------------ ------------ ------------ ------------ ------------ ------------ Net assets $ -- $ -- $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Year Ended December 31, 1997 Page 8 ________________________________________________________________________________
Ameren Common Bond Money Growth Stock Index Market Equity Fund Fund Fund Fund Additions to net assets attributed to: Participant contributions $ 841,182 $ 292,252 $ 338,328 $ 1,118,422 Dividends and interest 973,022 11,768 359,273 64,200 Net appreciation (depreciation) in fair value of investments 3,411,908 342,197 -- 4,854,369 ------------ ------------ ------------ ------------ Total additions 5,226,112 646,217 697,601 6,036,991 ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Distributions 827,615 207,072 534,373 311,941 Administrative expenses 1,944 292 687 1,398 ------------ ------------ ------------ ------------ Total deductions 829,559 207,364 535,060 313,339 ------------ ------------ ------------ ------------ Net transfers between funds and plans (2,402,343) (305,781) (197,433) 734,724 ------------ ------------ ------------ ------------ Increase (decrease) in net assets available for benefits 1,994,210 133,072 (34,892) 6,458,376 Net assets available for benefits, Beginning of year 15,890,542 3,816,066 6,047,329 15,097,476 ------------ ------------ ------------ ------------ End of year $ 17,884,752 $ 3,949,138 $ 6,012,437 $ 21,555,852 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information For the Year Ended December 31, 1997 Page 8 - continued ________________________________________________________________________________
S&P 500 Retirement AIM Equity Preserv. Value Index Fund Trust Fund Additions to net assets attributed to: Participant contributions $ 958,158 $ 35,147 $ 225,422 Dividends and interest 45,398 53,652 234,718 Net appreciation (depreciation) in fair value of investments 4,393,551 -- 115,975 ------------ ------------ ------------ Total additions 5,397,107 88,799 576,115 ------------ ------------ ------------ Deductions from net assets attributed to: Distributions 561,024 125,703 83,101 Administrative expenses 1,291 40 190 ------------ ------------ ------------ Total deductions 562,315 125,743 83,291 ------------ ------------ ------------ Net transfers between funds and plans (244,078) 285,838 392,638 ------------ ------------ ------------ Increase (decrease) in net assets available for benefits 4,590,714 248,894 885,462 Net assets available for benefits, Beginning of year 13,621,850 883,909 1,352,997 ------------ ------------ ------------ End of year $ 18,212,564 $ 1,132,803 $ 2,238,459 ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Statement of Changes in Net Assets Available for Benefits, with Fund Information (continued) For the Year Ended December 31, 1997 Page 9 ________________________________________________________________________________
Global Pending Participant Allocation Capital Cash Settlement Loan Fund Fund Fund Fund Fund Total Additions to net assets attributed to: Participant contributions $ 112,359 $ 74,528 $ -- $ -- $ -- $ 3,995,798 Dividends and interest 109,850 77,917 7,118 -- -- 1,936,916 Net appreciation (depreciation) in fair value of investments (37,507) 63,245 -- -- -- 13,143,738 ------------ ------------ ------------ ------------ ------------ ------------ Total additions 184,702 215,690 7,118 -- -- 19,076,452 ------------ ------------ ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Distributions 34,174 20,377 -- -- 29,959 2,735,339 Administrative expenses 61 57 -- -- -- 5,960 ------------ ------------ ------------ ------------ ------------ ------------ Total deductions 34,235 20,434 -- -- 29,959 2,741,299 ------------ ------------ ------------ ------------ ------------ ------------ Net transfers between funds and plans 217,713 278,503 849 162,454 165,029 (911,887) ------------ ------------ ------------ ------------ ------------ ------------ Increase in net assets available for benefits 368,180 473,759 7,967 162,454 135,070 15,423,266 Net assets available for benefits, Beginning of year 492,008 494,144 6,229 -- 2,630,890 60,333,440 ------------ ------------ ------------ ------------ ------------ ------------ End of year $ 860,188 $ 967,903 $ 14,196 $ 162,454 $ 2,765,960 $ 75,756,706 ------------ ------------ ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 10 ________________________________________________________________________________ 1. Description of the plan Plan Merger Effective December 31, 1997, Central Illinois Public Service Company (the Company) and Union Electric Company became wholly-owned subsidiaries of Ameren Corporation (Ameren), a holding company formed upon completion of the merger between Union Electric Company and CIPSCO Incorporated (the Merger). Effective October 27, 1998, Central Illinois Public Service Company merged the Central Illinois Public Service Company Employee Long-Term Savings Plan (the Plan) with the Union Electric Savings Investment Plan to form the Ameren Corporation Savings Investment Plan. During October 1998, the net assets available for plan benefits of the Plan were transferred into the Ameren Corporation Savings Investment Plan. The merger did not retroactively or adversely affect the rights of any participant or beneficiary 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 Company adopted the Plan on April 1, 1984, to provide a systematic means by which certain eligible employees of the Company and of Ameren Services Company, another wholly-owned subsidiary of Ameren, 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) served as trustee under terms of the Master Trust prior to the Plan merger. Participation The Plan covers substantially all employees of the Company and certain employees of Ameren Services Company, who are receiving regular salary or wages (except employees who are part of the collective bargaining unit) and are at least 21 years of age. There were no active participants in the Plan at October 27, 1998 (see Plan Merger in Note 1 of Notes to Financial Statements). Participation by eligible employees is voluntary. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 11 ________________________________________________________________________________ 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). In order to insure compliance with applicable nondiscrimination requirements of the Internal Revenue Code the Committee, in accordance with the Plan, has limited highly compensated participant reductions to 10%. The Tax Reform Act of 1986 limited the maximum annual amount that may be contributed by a Participant to $10,000 in 1998 and $9,500 in 1997. 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. As of October 27, 1998, the Plan had no provisions for matching funds from the Employers. 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 the Company does not contribute to the Plan, there are no forfeitures. 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. Upon consummation of the Merger, the common stockholders of CIPSCO received 1.03 shares of Ameren Corporation common stock, par value $.01 per share, for each share of CIPSCO common stock and became stockholders of Ameren. All activity in the Common Stock Fund is reported in these financial statements as Ameren Corporation common stock activity, regardless of whether the transaction was CIPSCO or Ameren Corporation common stock. 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 CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 12 ________________________________________________________________________________ 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. 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. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 13 ________________________________________________________________________________ Plan Withdrawals/Loans No withdrawals from a Participant's account are permitted while the Participant continues to be employed by the Employers except that, upon compliance with the provisions of the Plan, one withdrawal may be made each year in limited cases of financial hardship. In addition, Participants may make withdrawals of their rollover contributions and earnings thereon. Upon application of a Participant and payment of a loan application fee, the Committee may, in compliance with the 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). 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 October 27, 1998 or December 31, 1997. 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 during the reporting period. Actual results could differ from those estimates. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 14 ________________________________________________________________________________ Pending settlements Pending settlements represent accrued income from sales transactions for which the trade date is prior to October 27 and the settlement date is subsequent to October 27. Payroll withholdings Payroll withholdings represent accrued contributions and employee loan repayments that are owed to the Plan as of October 27. Investments All investments are presented at fair value as of October 27, 1998 and December 31, 1997. 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. Income Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. 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 Notes to Financial Statements October 27, 1998 Page 15 ________________________________________________________________________________ 3. Investments The following table presents investments of the Plan prior to the transfer of assets to the Ameren Corporation Savings Investment Plan. Investments that represent five percent or more of the Plan's net assets available for benefits at October 27, 1998 and December 31, 1997 are identified separately.
October 27, December 31, 1998 1997 ---- ---- Investments at Fair Value as Determined by Quoted Market Price Ameren Common Stock $14,384,760 $17,829,879 Common/Collective Trusts: S&P 500 Equity Index Fund 17,802,159 18,158,172 Govt/Corp Bond Index Fund 4,497,904 3,934,190 Money Market Fund 7,314,763 5,990,361 Growth Equity Fund 21,051,404 21,488,535 Merrill Lynch Retirement Preservation Trust 2,796,635 1,130,551 ----------- ----------- Total Common/Collective Trusts 53,462,865 50,701,809 Mutual Funds: AIM Value Fund 2,224,239 2,225,846 Merrill Lynch Global Allocation Fund -- Class A 660,280 854,281 Merrill Lynch Capital Fund -- Class A 1,784,876 962,444 ----------- ----------- Total Mutual Funds 4,669,395 4,042,571 Loans to Participants 2,653,559 2,846,056 ----------- ----------- Total Investments $75,170,579 $75,420,315 =========== ===========
4. Transactions with parties-in-interest At October 27, 1998, the Plan held Ameren Corporation common stock with a cost and market value of $10,544,045 and $14,384,760, respectively, prior to the transfer of assets to the Ameren Corporation Savings Investment Plan. For the period from January 1, 1998 through October 27, 1998, the Plan purchased shares at a cost of $3,370,475 and sold shares valued at $20,214,387, resulting in a net realized gain of $4,991,841. The Plan also distributed shares valued at $426,362 to persons withdrawing from the Plan. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 16 ________________________________________________________________________________ At December 31, 1997, the Plan held Ameren Corporation common stock with a cost and market value of $12,147,757 and $17,829,879, respectively. During 1997, the Plan purchased shares at a cost of $2,971,721 and sold shares valued at $3,828,079, resulting in a net realized gain of $603,702. The Plan also distributed shares valued at $411,814 to persons withdrawing from the Plan. The Plan held $2,796,635 and $1,130,551 in the Merrill Lynch Retirement Preservation Trust at October 27, 1998 (prior to the transfer of assets to the Ameren Corporation Savings Investment Plan) and December 31, 1997, respectively. This Fund is a collective trust fund with book value approximating market. At October 27, 1998, the Plan held shares in the Merrill Lynch Capital Fund - Class A with a cost and market value of $1,871,920 and $1,784,876, prior to the transfer of assets to the Ameren Corporation Savings Investment Plan. For the period from January 1, 1998 through October 27, 1998, the Plan purchased shares at a cost of $1,453,373 and sold shares valued at $2,269,115, resulting in a net realized loss of $83,761. At December 31, 1997, the Plan held shares in the Merrill Lynch Capital Fund - Class A with a cost and market value of $899,503 and $962,444, respectively. During 1997, the Plan purchased shares at a cost of $2,393,387 and sold shares valued at $1,983,054, resulting in a net realized gain of $531,798. At October 27, 1998, the Plan held shares in the Merrill Lynch Equity Index Trust with a cost and market value of $11,018,642 and $17,802,159, prior to the transfer of assets to the Ameren Corporation Savings Investment Plan. For the period from January 1, 1998 through October 27, 1998, the Plan purchased shares at a cost of $3,098,628 and sold shares valued at $22,432,441, resulting in a net realized gain of $8,442,561. At December 31, 1997, the Plan held shares in the Merrill Lynch Index Trust with a cost and market value of $899,503 and $962,444, respectively. During 1997, the Plan purchased shares at a cost of $2,393,387 and sold shares valued at $1,983,054, resulting in a net realized gain of $531,798. 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, CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Employee Long-Term Savings Plan Notes to Financial Statements October 27, 1998 Page 17 ________________________________________________________________________________ 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 was designed and was operated in compliance with requirements of the Internal Revenue Code and that the Plan was tax exempt as of the financial statement date. 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 IUOE No. 148 and the IBEW No. 702 collective bargaining units. These separate Plans are not included in this report and are shown separately in their own reports. At December 31, 1998 the Plan had no interest in the net assets of the master trust. At December 31, 1997, the Plan's interest in the net assets of the master trust was approximately 62%. The master trusts' Statement of Net Assets at December 31, 1998 and 1997, and Statement of Changes in Net Assets for the Year Ended December 31, 1998 and 1997, are detailed on the following pages. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Master Long-Term Savings Trust Statement of Net Assets Available for Benefits Decembr 31, 1998 and 1997 Page 18 ________________________________________________________________________________
December 31, 1998 1997 ------------- ------------- Investments, at fair value: Ameren Common Stock Fund $ 18,123,511 $ 36,805,946 Bond Index Fund 1,783,429 5,452,036 Money Market Fund 4,526,474 9,288,591 Growth Equity Fund 10,347,700 29,244,841 Standard & Poor's (S&P) 500 Equity Index Fund 11,816,384 26,667,330 Merrill Lynch Retirement Preservation Trust 1,924,488 1,739,564 AIM Value Fund 2,138,823 3,307,802 Merrill Lynch Global Allocation Fund 346,163 1,152,945 Merrill Lynch Capital Fund 534,042 1,343,244 Participant Loan Fund 2,586,939 5,167,490 ------------- ------------- Total investments 54,127,953 120,169,789 Cash (10,616) (1,513) Receivables: Pending Settlement 498 231,825 Payroll withholdings 222,156 447,815 Interest and Dividends 24,532 57,671 ------------- ------------- Net assets available for benefits $ 54,364,523 $ 120,905,587 ============= =============
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, 1998 and 1997 Page 19 ________________________________________________________________________________
Year ended December 31, 1998 1997 Additions: Employee contributions $ 7,238,215 $ 8,442,643 Employer contributions 232,397 117,172 Investment income 3,025,572 3,349,273 Net appreciation of investments 7,803,511 20,848,089 ------------- ------------- Total additions 18,299,695 32,757,177 ------------- ------------- Deductions: Distributions 9,659,880 4,570,592 Administrative expenses 10,482 13,200 ------------- ------------- Total deductions 9,670,362 4,583,792 ------------- ------------- Increase in net assets available for benefits 8,629,333 28,173,385 Net assets available for benefits Beginning of year 120,905,587 92,732,202 ------------- ------------- End of year 129,534,920 120,905,587 Net assets transferred out (75,170,397) -- ------------- ------------- Net assets $ 54,364,523 $ 120,905,587 ============= =============
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II Employee Long-Term Savings Plan Line 27d - Schedule of Reportable Transactions For the period from January 1, 1998 through October 27, 1998 Page 1 ________________________________________________________________________________
(f) Expense incurred (a)Identity of Party/ (c) Purchase (d) Selling (e) Lease with (b)Description of Investment Price Price Rental transaction Ameren Common Stock $ 3,370,475 $ -- $ -- $ -- Ameren Common Stock -- 20,214,387 -- -- BGI Bond Index Fund 1,165,060 -- -- -- BGI Bond Index Fund -- 5,492,530 -- -- BGI Money Market Fund 4,535,362 -- -- -- BGI Money Market Fund -- 10,524,850 -- -- Merrill Lynch Equity Index Trust 3 3,098,628 -- -- -- Merrill Lynch Equity Index Trust 3 -- 22,432,441 -- -- Growth Equity Fund 1,813,833 -- -- -- Growth Equity Fund -- 24,151,099 -- -- Merrill Lynch Ret. Preservation Trust 2,717,716 -- -- -- Merrill Lynch Ret. Preservation Trust -- 3,930,505 -- -- Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1997 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. Party-in-interest Transaction
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II Employee Long-Term Savings Plan Line 27d - Schedule of Reportable Transactions For the period from January 1, 1998 through October 27, 1998 Page 1 - continued ________________________________________________________________________________
Current value of asset (a)Identity of Party/ (g) Cost of (h) on transaction (i) Net Gain (b)Description of Investment Asset date or (Loss) Ameren Common Stock $ 3,370,475 $ 3,370,475 $ -- Ameren Common Stock 15,222,546 20,214,387 4,991,841 BGI Bond Index Fund 1,165,060 1,165,060 -- BGI Bond Index Fund 4,365,045 5,492,530 1,127,485 BGI Money Market Fund 4,535,362 4,535,362 -- BGI Money Market Fund 10,524,850 10,524,850 -- Merrill Lynch Equity Index Trust 3 3,098,628 3,098,628 -- Merrill Lynch Equity Index Trust 3 13,989,880 22,432,441 8,442,561 Growth Equity Fund 1,813,833 1,813,833 -- Growth Equity Fund 14,818,597 24,151,099 9,332,502 Merrill Lynch Ret. Preservation Trust 2,717,716 2,717,716 -- Merrill Lynch Ret. Preservation Trust 3,930,505 3,930,505 -- Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1997 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. Party-in-interest Transaction
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II Employee Long-Term Savings Plan Line 27d - Schedule of Reportable Transactions For the period from January 1, 1998 through October 27, 1998 Page 2 ________________________________________________________________________________
(f) Expense incurred (a)Identity of Party/ (c) Purchase (d) Selling (e) Lease with (b)Description of Investment Price Price Rental transaction AIM Value Fund 967,489 - - - AIM Value Fund - 3,228,867 - - Merrill Lynch Capital Fund Class A 1,453,373 - - - Merrill Lynch Capital Fund Class A - 2,269,115 - - Loan Fund 708,540 - - - Loan Fund - 3,550,482 - - Pending Settlement Fund 7,589,750 - - - Pending Settlement Fund - 7,752,205 - - Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1997 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. Party-in-interest Transaction
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SCHEDULE II Employee Long-Term Savings Plan Line 27d - Schedule of Reportable Transactions For the period from January 1, 1998 through October 27, 1998 Page 2 - continued ________________________________________________________________________________
Current value of asset (a)Identity of Party/ (g) Cost of (h) on transaction (i) Net Gain (b)Description of Investment Asset date or (Loss) AIM Value Fund 967,489 967,489 - AIM Value Fund 3,029,179 3,228,867 199,688 Merrill Lynch Capital Fund Class A 1,453,373 1,453,373 - Merrill Lynch Capital Fund Class A 2,352,876 2,269,115 (83,761) Loan Fund 708,540 708,540 - Loan Fund 3,550,482 3,550,482 - Pending Settlement Fund 7,589,750 7,589,750 - Pending Settlement Fund 7,752,205 7,752,205 - Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1997 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. Party-in-interest Transaction
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 AMEREN SERVICES COMPANY (Administrator) By /s/ Jean M. Hannis Jean M. Hannis Vice President June 29, 1999 EXHIBIT INDEX Exhibits Filed Herewith Exhibit No. Description ----------- ---------------------------------- 23 Consent of Independent Accountants EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 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 25, 1999 on the financial statements of the Central Illinois Public Service Company Long-Term Savings Plan for the period from January 1, 1998 to October 27, 1998, which is included in this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP St. Louis, Missouri June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----