-----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, LB69EygCCL1sWAr18CU52HiGfRqtLUCoCshi1NnScu14yNx4tlbvXv6RtPe9y3CP nknSjS9TK0l+7TJcGTbjxQ== 0001002910-04-000271.txt : 20041020 0001002910-04-000271.hdr.sgml : 20041020 20041020133811 ACCESSION NUMBER: 0001002910-04-000271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041020 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041020 DATE AS OF CHANGE: 20041020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS POWER CO CENTRAL INDEX KEY: 0000049816 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370344645 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03004 FILM NUMBER: 041087116 BUSINESS ADDRESS: STREET 1: 500 S 27TH ST STREET 2: C/O HARRIS TRUST & SAVINGS BANK CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 MAIL ADDRESS: STREET 1: 500 SOUTH 27TH STREET CITY: DECATUR STATE: IL ZIP: 62521 FORMER COMPANY: FORMER CONFORMED NAME: ILLINOIS IOWA POWER CO DATE OF NAME CHANGE: 19660822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEREN CORP CENTRAL INDEX KEY: 0001002910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 431723446 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14756 FILM NUMBER: 041087115 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166-6149 BUSINESS PHONE: 314-621-3222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63103 8-K 1 amc8-k102004.txt AMC AND IP 8-K DATED 10/20/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2004
Exact Name of Registrant as specified in its charter; Commission State of Incorporation; IRS Employer File Number Address and Telephone Number Identification No. - ----------- ---------------------------- ------------------ 1-14756 Ameren Corporation 43-1723446 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-3004 Illinois Power Company 37-0344645 (Illinois Corporation) 500 South 27th Street Decatur, Illinois 62521 (217) 424-6600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) SECTION 8 - OTHER EVENTS Item 8.01 Other Events. On October 14, 2004, Illinois Power Company ("Illinois Power"), doing business as AmerenIP and a subsidiary of Ameren Corporation ("Ameren"), unconditionally called for redemption on November 15, 2004, $192,500,000 aggregate principal amount of its Mortgage Bonds, 11.50% Series due 2010 (the "Bonds"). On October 15, 2004, Illinois Power offered to purchase for cash any and all of its Bonds that are not redeemed ($357,500,000 aggregate principal amount). For additional information, reference is made to the press release dated October 15, 2004, which is included as Exhibit 99.1 and incorporated by reference herein. SECTION 9 - Financial Statements and EXHIBITS Item 9.01 Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits. The following exhibit is included with this Report: Exhibit No. Description ------- ----------- 99.1 Press release regarding Illinois Power's redemption of and tender offer for the Bonds, dated October 15, 2004. This combined Form 8-K is being filed separately by Ameren and Illinois Power (each, a "registrant"). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. AMEREN CORPORATION (Registrant) By: /s/ Martin J. Lyons ----------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) ILLINOIS POWER COMPANY (Registrant) By: /s/ Martin J. Lyons ----------------------------------- Martin J. Lyons Vice President and Controller (Principal Accounting Officer) Date: October 20, 2004 -3- Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 - Press release regarding Illinois Power's redemption of and tender offer for the Bonds, dated October 15, 2004. EX-99 2 ex99-1_102004.txt NEWS RELEASE DATED 10/15/04 [GRAPHIC OMITTED][GRAPHIC OMITTED] Exhibit 99.1 One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63103 Contact: Media Analysts Investors Susan Gallagher Bruce Steinke Investor Services (314) 554-2175 (314) 554-2574 invest@ameren.com sgallagher@ameren.com bsteinke@ameren.com FOR IMMEDIATE RELEASE - --------------------- Illinois Power Company Announces Partial Redemption and Cash Tender Offer for its 11.50% Mortgage Bonds due 2010 St. Louis, Mo., Oct. 15, 2004---Illinois Power Company, doing business as AmerenIP and a subsidiary of Ameren Corporation (NYSE: AEE), announced today a redemption of $192,500,000 aggregate principal amount of its mortgage bonds, 11.50% Series due 2010 ("Bonds") and a cash tender offer for any and all remaining Bonds ($357,500,000 aggregate principal amount). The CUSIP numbers for the Bonds are 452092 CK 3 and 452092 CM 9. The redemption and tender offer are part of Ameren's plan to improve AmerenIP's financial profile and lower its financing costs, following the Sept. 30, 2004, acquisition of Illinois Power by Ameren. Partial Redemption - ------------------ Pursuant to an equity clawback provision, AmerenIP has unconditionally called for redemption on Nov. 15, 2004, $192,500,000 aggregate principal amount of its Bonds at a price equal to $1,115 per $1,000 principal amount of Bonds, together with accrued and unpaid interest to the redemption date. The Bonds will be redeemed with equity contributed to AmerenIP by Ameren and will be selected in accordance with the applicable procedures for partial redemptions of The Depository Trust Company, the registered holder of the Bonds. Copies of the notice of redemption may be obtained from Ameren by calling Investor Services at (314) 554-3502 (St. Louis) or (800) 255-2237 (toll free). - more - -------- Add One Cash Tender Offer - ----------------- AmerenIP is offering to purchase for cash any and all of its Bonds that are not redeemed pursuant to the equity clawback provision. Following the partial redemption of the Bonds, $357,500,000 aggregate principal amount of Bonds will remain outstanding and are eligible to participate in the tender offer. The purchase price will be determined, as described in the Offer to Purchase, in accordance with standard market practice by reference to a yield of 50 basis points over the yield on the 2.625% U.S. Treasury Note due Nov. 15, 2006, on the price determination date. The price determination date is scheduled for 2:00 p.m., New York City time, on Nov. 18, 2004. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Nov. 22, 2004. AmerenIP reserves the right to extend or terminate the tender offer. The tender offer is not conditioned on any minimum number of Bonds being tendered. The tender offer is, however, subject to other conditions discussed in the Offer to Purchase. The tender offer is also intended to satisfy an obligation to offer to purchase outstanding Bonds resulting from the "change of control" of Illinois Power. This release is merely a notification that the tender offer exists and is not an offer for the tender of the Bonds, which is only being made by the tender offer materials. If you are interested in participating in the tender offer, you should review all of the information regarding the terms and conditions of the tender offer in the Offer to Purchase and related documentation. For additional information or for copies of the Offer to Purchase or the other offer documents, you may call Global Bondholder Services Corporation, the information agent, at (212) 430-3774 (collect) or toll-free at (866) 470-4500. The sole dealer managers for the tender offer are J.P. Morgan Securities Inc. (866) 834-4666 (toll free) and Lehman Brothers Inc. (212) 528-7581 (collect) and (800) 438-3242 (toll free). AmerenIP, a regulated utility based in Decatur, Ill., and a subsidiary of Ameren, serves more than 590,000 electricity customers and nearly 415,000 natural gas customers over 15,000 square miles in northern, central and southern Illinois. With assets of $17 billion, Ameren, through its subsidiaries, serves 2.3 million electric customers and 900,000 natural gas customers over a 64,000 square-mile area of Missouri and Illinois. # # # -----END PRIVACY-ENHANCED MESSAGE-----