8-KOther EventsExhibits & Filings

AMEREN CORP 8-K Report, Corporate Update (Mar 15, 2010)

Filed March 15, 2010For Securities:AEE

Summary

Ameren Corporation (AEE) announced a significant corporate reorganization plan via an 8-K filing on March 15, 2010. The primary objective is to streamline its Illinois-based utility operations by merging Central Illinois Public Service Company (CIPS), Central Illinois Light Company (CILCO), and Illinois Power Company (IP) into a single entity, to be renamed Ameren Illinois Company (AIC). This merger is expected to simplify operations and potentially improve efficiency. The reorganization also involves a two-step process: the merger of the Illinois utilities, followed by a distribution of AmerenEnergy Resources Generating Company (AERG) stock from the newly formed AIC to Ameren, and then a contribution of that stock to Ameren Energy Resources Company, LLC (Resources). While the merger is authorized by Illinois law and does not require direct ICC approval, filings with the Federal Energy Regulatory Commission (FERC) and the Illinois Commerce Commission (ICC) are being made to secure necessary authorizations and provide notification. The company anticipates completing this complex restructuring by October 1, 2010.

Key Highlights

  • 1Ameren is undertaking a two-step corporate reorganization involving its Illinois utility subsidiaries: CIPS, CILCO, and IP.
  • 2The primary step is a merger of CILCO and IP into CIPS, which will subsequently be renamed Ameren Illinois Company (AIC).
  • 3The second step involves the distribution of AmerenEnergy Resources Generating Company (AERG) stock from AIC to Ameren, and then to Resources.
  • 4Filings and applications are being made with the Federal Energy Regulatory Commission (FERC) and the Illinois Commerce Commission (ICC) to facilitate the reorganization.
  • 5The merger is expressly authorized by the Illinois Public Utilities Act and does not require ICC approval, but notices are being filed.
  • 6The company anticipates completing the reorganization by October 1, 2010.
  • 7Limited redemptions of outstanding debt and preferred stock are planned in connection with the merger, specifically CILCO's preferred stock and $40 million of CIPS' 7.61% Series 97-2 First Mortgage Bonds.

Frequently Asked Questions

The main purpose is to consolidate Ameren's Illinois utility operations into a single entity, Ameren Illinois Company (AIC), to streamline operations and potentially enhance efficiency. It also involves restructuring the ownership of its energy resources generation business.

Yes, Ameren expects to redeem CILCO's preferred stock and $40 million of CIPS' 7.61% Series 97-2 First Mortgage Bonds. Following this, CIPS intends to discharge its mortgage indenture. Other debt and obligations of CILCO and IP will become obligations of AIC.

The reorganization requires applications and filings with the Federal Energy Regulatory Commission (FERC) for authorizations and with the Illinois Commerce Commission (ICC) for notification purposes. The merger itself is authorized by the Illinois Public Utilities Act.

Ameren intends for the reorganization to be completed by October 1, 2010, although there can be no assurance that all transactions will be completed or on that specific timeline.