8-KMaterial AgreementsExhibits & Filings

AMEREN CORP 8-K Report, Material Agreement (Apr 16, 2010)

Filed April 16, 2010For Securities:AEE

Summary

Ameren Corporation (AEE) filed an 8-K on April 16, 2010, reporting a significant corporate reorganization. The key event is an Agreement and Plan of Merger dated April 13, 2010, where Central Illinois Light Company (CILCO) and Illinois Power Company (IP) will merge into Central Illinois Public Service Company (CIPS), with CIPS as the surviving entity. Following the merger, CIPS will be renamed Ameren Illinois Company. This is a two-step reorganization aimed at simplifying Ameren's corporate structure within Illinois. The merger is subject to customary closing conditions, including regulatory approvals from the Federal Energy Regulatory Commission and the Illinois Commerce Commission, as well as shareholder approval, which is expected to be provided by Ameren. The company is also preparing to file a Form S-4 registration statement for the Ameren Illinois preferred stock that will be issued to existing IP preferred shareholders. A potential tax-free distribution of AmerenEnergy Resources Generating Company (AERG) to Ameren is also contemplated post-merger, pending an IRS private letter ruling.

Key Highlights

  • 1Ameren Corporation is undertaking a corporate reorganization involving its Illinois-based subsidiaries: CIPS, CILCO, and IP.
  • 2CILCO and IP will merge into CIPS, with CIPS continuing as the surviving entity and being renamed Ameren Illinois Company.
  • 3The merger is structured as an Agreement and Plan of Merger dated April 13, 2010.
  • 4Consummation of the merger is contingent upon obtaining necessary regulatory approvals from the FERC and the Illinois Commerce Commission, as well as shareholder approval.
  • 5Ameren plans to file a Form S-4 registration statement for the preferred stock to be issued by Ameren Illinois to IP preferred shareholders.
  • 6A potential tax-free distribution of AERG shares from Ameren Illinois to Ameren is planned, subject to IRS approval.
  • 7The merger is targeted for completion by October 1, 2010, though no assurances are given regarding the timing or completion.

Frequently Asked Questions

This 8-K filing reports on a material definitive agreement related to Ameren Corporation's plan to reorganize its Illinois utility operations. The core of the filing is the Agreement and Plan of Merger that will combine three of its Illinois subsidiaries, CILCO and IP into CIPS, with CIPS emerging as the sole surviving entity under the new name Ameren Illinois Company.

All common stock of CILCO and IP, which is owned by Ameren, will be canceled without payment. All outstanding preferred stock of IP will be converted into a newly created series of Ameren Illinois preferred stock with similar terms, unless IP preferred shareholders exercise dissenters' rights. CIPS common and preferred stock will remain outstanding, subject to any dissenters' rights exercised by CIPS preferred shareholders.

The merger is subject to several conditions, including the approval of the merger by the shareholders of the involved companies (expected to be Ameren), obtaining required approvals or making necessary filings with the Federal Energy Regulatory Commission (FERC) and the Illinois Commerce Commission (ICC), and the absence of any prohibitive government orders. The parties also have a termination date of October 1, 2010, for the agreement.

The filing mentions that Ameren Illinois will distribute shares of AmerenEnergy Resources Generating Company (AERG) to Ameren after the merger. This distribution is intended to qualify as a generally tax-free transaction for U.S. federal income tax purposes, contingent on receiving a private letter ruling from the IRS. However, the company reserves the right to proceed with the distribution even without such a ruling.