[Federal Register Volume 63, Number 47 (Wednesday, March 11, 1998)]
[Notices]
[Pages 11933-11934]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-6178]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26837]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 4, 1998.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by March 30, 1998, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

Ameren Corporation, et al. (70-9177)

[[Page 11934]]

Notice of Proposal To Issue Common Stock; Order Authorizing 
Solicitation of Proxies

    Ameren Corporation (``Ameren''), a registered holding company, and 
its subsidiary service company, Ameren Services Company (``Ameren 
Services''), both located at 1901 Chouteau Avenue, St. Louis, Missouri 
63103 (both, ``Declarants''), have filed a declaration under sections 
6(a), 7 and 12(e) of the Act and rules 62 and 65 under the Act.
    Ameren proposes to: (1) solicit proxies from its shareholders for 
their approval, at Ameren's 1998 Annual Meeting of Shareholders 
scheduled for April 28, 1998, of Ameren's Long-Term Incentive Plan of 
1998 (``LTIP''), a stock compensation plan approved by the Ameren Board 
of Directors; and (2) issue and/or acquire in the open market, through 
March 31, 2003, up to four million shares of its common stock, $0.01 
par value (``Common Stock'') for purposes of awards under the LTIP.
    The purpose of the LTIP is to give Ameren and its subsidiaries and 
other associates (``affiliates,'' as defined in the LTIP) a competitive 
advantage in attracting, retaining and motivating officers, employees 
and directors by awarding incentives linked to the profitability of 
Ameren and its businesses. Declarants also state that the LTIP is 
intended to increase shareholder value. The LTIP will be administered 
by the Human Resources Committee of the Ameren Board of Directors 
(``Committee''), which will determine the officers and employees 
eligible to receive awards and the amount of any award. The Committee 
will interpret the LTIP and can adopt rules deemed appropriate. No LTIP 
awards may be made to Committee members, except by action of the full 
Board of Directors.
    The following awards may be granted under the LTIP: (1) performance 
units--rights, which may be payable in cash, shares of Common Stock, 
other awards or other property, which is contingent on the achievement 
of performance goals set by the Committee; (2) restricted stock--rights 
to receive shares of Common Stock awarded as determined by the 
Committee, which shares will be subject to transferability or other 
restrictions; (3) options--rights to purchase shares of Common Stock, 
or other awards or property, at a specified price during a prescribed 
time period; and (4) stock appreciation rights--the right to receive a 
cash payment equal to the excess of the fair market value of Common 
Stock on the date of exercise over the grant price of the stock 
appreciation right. The exercise price of options and the grant price 
of stock appreciation rights will not be less than the fair market 
value of the Common Stock on the date of the grant.
    Any Common Stock used to fund the LTIP may be, at the discretion of 
Ameren, authorized but unissued shares, treasury shares or shares 
purchased on the open market by an independent plan administrator or 
agent. The decision as to whether shares are to be purchased directly 
from Ameren, in the open market or in privately negotiated 
transactions, will be based on Ameren's need for common equity and any 
other factors considered by Ameren to be relevant. Ameren states that 
the Common Stock used to fund the LTIP will be in addition to the 
shares of Common Stock proposed to be issued or acquired for other 
benefit plans and the dividend reinvestment plan.\1\
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    \1\ See Holding Co. Act Release No. 26809 (Dec. 30, 1997).
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    As mentioned above, Ameren proposes to solicit proxies from its 
shareholders to approve the LTIP. Ameren and/or Ameren Services propose 
to mail the proxy materials to the shareholders of Common Stock on or 
about March 20, 1998. Accordingly, Ameren and Ameren Services request 
that an order authorizing the solicitation of proxies be issued as soon 
as practicable under rule 62(d).
    It appears to the Commission that Ameren's and Ameren Services' 
declaration regarding the proposed solicitation of proxies should be 
permitted to become effective immediately.
    It is ordered, under rule 62 under the Act, that the declaration 
regarding the proposed solicitation of proxies become effective 
immediately, subject to the terms and conditions contained in rule 24 
under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 98-6178 Filed 3-10-98; 8:45 am]
BILLING CODE 8010-01-M