[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