[Federal Register Volume 63, Number 239 (Monday, December 14, 1998)]
[Notices]
[Pages 68806-68807]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-33015]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26948]


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

December 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 under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) and any amendment 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 December 28, 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 
should identify specifically the issues 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 December 28, 1998, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

Ameren Corporation

(70-9383)

    Ameren Corporation (``Ameren''), a registered holding company, 
located at 1901 Choteau Avenue, St. Louis, Missouri 63103, has filed an 
application-declaration under sections 6(a), 7, 9(a), 10, and 12(c) of 
the Act and rules 42, 46 and 54 under the Act.
    Ameren requests authority to implement a shareholder rights plan 
(``Plan'') and to enter into a related Rights Agreement 
(``Agreement''). The Plan is intended, among other things, to given 
Ameren shareholders adequate time to assess a takeover bid without 
undue pressure. Under the Plan, the board of directors of Ameren 
(``Board'') would declare a dividend distribution of one right 
(``Right'') for each outstanding share of common stock, $.01 par value, 
of Ameren (``Common Stock'') to shareholders of record at the close of 
business on a specified record date.

Terms of the Rights

    Each Right issued to a registered holder of Common Stock would, 
after the Right becomes exercisable, entitle the holder to purchase 
from Ameren one 1/100th of a share of Series A Junior Participating 
Preferred Stock, $.01 par value (``Preferred Stock''), at a price to be 
determined by the Board, subject to adjustment (``Purchase Price''). 
Rights will not confer on the Rights holder any rights as a shareholder 
of Ameren shareholder until those Rights are exercised or exchanged, as 
described below. The Rights will expire at the close of business on 
October 9, 2008, unless earlier redeemed or exchanged by Ameren, as 
described below.
    Until the earlier of two dates described below (``Distribution 
Date''), Rights will be evidenced only by the related Common Stock 
certificates and will be transferrable only in connection with the 
transfer of that Common Stock. One date occurs the tenth day following 
the date of a public announcement that any individual or entity 
(``Person'') or group of affiliated or associated Person \1\ acquired, 
or obtained the right to acquire, beneficial ownership of Common Stock 
aggregating fifteen percent or more of the then outstanding shares of 
Common Stock (``Acquiring Person''). The second date occurs on the 
tenth day (or such later date as the Board may determine prior to the 
time any Person or group of Persons becomes an Acquiring Person) after 
the date of commencement of, or announcement of an intention to 
commence, a tender offer or exchange offer the consummation of which 
would result in that Person or group of Persons becoming an Acquiring 
Person. After the Distribution Date, separate certificates evidencing 
the Rights will be mailed to those Rights holders who are Common Stock 
holders of record as of the close of business on the Distribution Date.
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    \1\ A Person would not include Ameren, any subsidiary of Ameren, 
an employee benefit plan of Ameren or of a subsidiary of Ameren 
(``Benefit Plan''), or any entity holding Common Stock for or in 
accordance with the terms of a Benefit Plan.
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Exercise of Rights

    In the event that a Person becomes an Acquiring Person, each holder 
of a Right will have the right to buy that number of shares of Common 
Stock (or, in certain circumstances, Preferred Stock, other Ameren 
securities or other assets) having a market value equal to two times 
the exercise price of Right. Under certain circumstances where Ameren 
is acquired in a business combination transaction with, or 50% or more 
of its assets or earning power is sold or transferred to, another 
company (``Acquiring Company''), exercise of a Right will entitle its 
holder to receive common stock or other equity of the Acquiring Company 
also having a value equal to twice the exercise price of the Right. 
Rights beneficially owned by any Acquiring Person will be null and 
void.

Redemption and Termination of Rights

    At any time after a Person becomes an Acquiring Person and before 
the acquisition by such Person of 50% or more of outstanding Common 
Stock, the Board may exchange the Rights in whole or in part (other 
than Rights owned by an Acquiring Person which will have become void), 
at an exchange ratio or one share of Common Stock (or 1/100th of a 
share of Preferred Stock) per Right, subject to adjustment.\2\ In 
addition, the Board may redeem all of the Rights at any time prior to a 
Person becoming an Acquiring Person, at a price of $.01 per Right, 
subject to adjustment (``Redemption Price''). If the Board orders the 
redemption of Rights or the exchange of Rights in whole, the only right 
of the holders of the Rights will be to receive the exchanged property 
or the Redemption Price, as the case may be.
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    \2\ The Rights may also be exchanged, under certain 
circumstances, for other Ameren securities or other assets.
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Adjustments and Amendments

    The Purchase Price, the number of shares of Preferred Stock covered 
by each Right and the number of Rights outstanding are subject to 
adjustment from time to time to prevent dilution. With certain 
exceptions, no adjustment

[[Page 68807]]

in the Purchase Price will be required until cumulative adjustments 
require an adjustment of a least 1% in such Purchase Price.
    In addition, the Board may, from time to time, amend the Rights 
Agreement without the consent of the holders of the Rights in order to 
correct or supplement any provision which may be defective or 
inconsistent with any other provisions, or to make any other provisions 
with respect to the Rights which Ameren may deem necessary and 
desirable. However, after the date that any Person becomes an Acquiring 
Person, the Rights Agreement may not be amended in any manner which 
would adversely affect the interests of the holders of the Rights. 
Ameren may at any time prior to a Person becoming an Acquiring Person 
amend the Rights Agreement to lower the fifteen percent threshold 
specified above for an Acquiring Person.

Terms of the Preferred Stock

    The Preferred Stock will not be redeemable and will rank junior to 
all other series of any other class of Ameren's preferred stock with 
respect to the payment of dividends and the distribution of assets in 
liquidation. Each share of Preferred Stock will generally be entitled 
to receive quarterly dividends per share equal to the greater of $1.00 
or 100 times the aggregate per share amount to any dividend declared on 
the Common Stock since the last quarterly dividend period, subject to 
certain adjustments. In the event of liquidation, the holders of the 
Preferred Stock generally will be entitled to receive an aggregate 
amount per share equal to 100 times the aggregate amount to be 
distributed per share to the holders of Common Stock, subject to 
certain adjustments.
    In the event shares of Common Stock are exchanged for or changed 
into other property, each share of Preferred Stock generally will be 
similarly exchanged or changed at the same time into an amount per 
share equal to 100 times the aggregate amount of property into which or 
for which each share of Common Stock is changed or exchanged, subject 
to certain adjustments. In addition, each share of Preferred Stock 
generally will vote together with the common Stock and any other 
capital stock of Ameren having general voting rights and will be 
entitled to 100 votes, subject to certain adjustments. These dividends, 
liquidation and voting rights will be protected against dilution in the 
event that additional shares of Common Stock are issued in connection 
with a stock split or stock dividend or distribution.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-33015 Filed 12-11-98; 8:45am]
BILLING CODE 8010-01-M