[Federal Register Volume 64, Number 25 (Monday, February 8, 1999)]
[Notices]
[Pages 6128-6129]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-2895]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26972]


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

February 1, 1999.
    Notice is hereby given that the following filings(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 
applications(s) and/or declaration(s) for complete statements of the 
proposed transactions(s) summarized below. The application(s) and/or 
declaration(s) and any amendments 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 5, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarants(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 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 March 5, 1999, 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.

[70-9133]

    Ameren Corporation (``Ameren''), a registered holding company, 
Union Electric Company (``UE''), an electric and gas utility subsidiary 
company of Ameren, Union Electric Development Company, a wholly owned 
nonutility subsidiary company of UE, and Ameren Services Company 
(``AMS''), Ameren's service company, all located at 1901 Chouteau 
Avenue, St. Louis, Missouri 63103, Central Illinois Public Service 
Company, an electric and gas utility subsidiary company of Ameren and 
CIPSCO Investment Company, a nonutility subsidiary company of Ameren, 
both located at 607 East Adams, Springfield, Illinois 62739, and 
Electric Energy Incorporated, an indirect electric utility generating 
subsidiary of Ameren, located at 2100 Portland Road, Joppa, Illinois 
62953 have filed a post-effective amendment under sections 6(a), 7, 
12(b), 32 and 33 of the Act and rules 42, 45, 53 and 54 thereunder.
    By order dated March 13, 1998 (HCAR No. 26841) (``Financing 
Order''), among other things, Ameren was authorized, through February 
27, 2003 (``Authorization Period'') to: (1) issue and sell up to 15 
million shares of common stock (``Common Stock''); (2) issue commercial 
paper and/or other short-term debt (``Short-Term Debt'') in an 
aggregate amount not to exceed $300 million at any one time 
outstanding; and (3) provide guarantees and similar credit support 
(``Guarantees'') to its nonutility subsidiaries in an aggregate amount 
not to exceed $300 million at any one time outstanding. The Commission 
also reserved jurisdiction over the issuance and amount of other types 
of securities pending completion of the record. Ameren now proposes, 
through the Authorization Period, to: (1) increase the issuance and 
sale of common stock to 25 million shares; (2) increase its Short-Term 
Debt up to an aggregate amount not to exceed $1.5 billion at any one 
time outstanding; and (3) increase its Guarantees on behalf of 
nonutility subsidiaries up to an aggregate amount not to exceed $1 
billion at any one time outstanding. All other terms, conditions and 
restrictions applicable to the Common Stock, Short-Term Debt and 
Guarantees, as set forth

[[Page 6129]]

in the Financing Order, remain unchanged.
    In addition, Ameren requests that the Commission release 
jurisdiction reserved in the Financing Order to issue and sell 
unsecured debentures (``Debentures''), through the Authorization 
Period, in an amount not to exceed $300 million.\1\ Ameren represents 
that the aggregate principle amount of Debentures and Short-Term debt 
outstanding will not at any time exceed $1.5 billion.
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    \1\ The Debentures (a) may be convertible into any other 
securities of Ameren, (b) will have maturities ranging from one to 
40 years, (c) may be subject to optional and/or mandatory redemption 
in whole or in part, at par or at various premiums above the 
principle amount, (d) may be entitled to mandatory or optional 
sinking fund provisions, (e) may provide for reset of the coupon 
under a remarketing arrangement, and (f) may be called from existing 
investors by a third party. In addition, Ameren may, from time to 
time, defer the payment of interest on the Debentures of one or more 
series (which may be fixed or floating or ``multi-modal'' 
debentures, i.e., debentures where the interest is periodically 
reset, alternating between fixed and floating interest rates for 
each rest period).
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    The Debentures will be issued under an indenture (``Indenture'') to 
be entered into between Ameren and a national bank, as trustee, 
including any successor trustee appointed under the Indenture, with a 
supplemental indenture (``Supplemental Indenture'') to be executed in 
respect of each separate offering of one or more series of Debentures.
    Ameren contemplates that the Debentures would be issued and sold 
directly to one or more purchasers in privately negotiated 
transactions; or, to one or more investment banking or underwriting 
firms or other entities who would resell the Debentures; or, to the 
public through underwriters selected by negotiation or competitive 
bidding or through selling-agents acting either as agent or as 
principal for resale to the public either directly or through dealers.
    The maturity dates, interest rates, redemption and sinking fund 
provisions and conversion features, if any, with respect to the 
Debentures of a particular series, as well as any associated placement, 
underwriting or selling agent fees, commissions or discounts, if any, 
will be established by negotiation or competitive bidding and reflected 
in the applicable Supplemental Indenture and purchase agreement or 
underwriting agreement setting forth the terms. Ameren, however, will 
not issue and sell any Debenture at interest rates in excess of those 
generally obtainable at the time of pricing or repricing of Debentures 
for securities having the same or reasonably similar maturities and 
having reasonably similar terms, conditions and features issued by 
utility companies or utility holding companies of the same or 
reasonably comparable credit quality, as determined by the competitive 
capital markets.\2\
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    \2\ Ameren represents that it will not, without prior Commission 
approval, issue any Debentures that are not at the time of original 
issuance rated at least investment grade by a nationally recognized 
statistical rating organization.
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    Ameren also seeks modification of the use of proceeds authorized in 
the Financing Order to permit the acquisition of one or more exempt 
wholesale generators (``EWG'') or foreign utility companies (``FUCO''). 
Ameren represents that ``aggregate investment'' used to acquire EWGs or 
FUCOs will not exceed 50% of Ameren's ``consolidated retained 
earnings.'' \3\At September 30, 1998, Ameren's consolidated retained 
earnings were approximately $1.53 billion.
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    \3\ Both ``aggregate investment'' and ``consolidated retained 
earnings'' are defined in Rule 53(a) of the Act.
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    Ameren further represents that it will not seek to recover, through 
the rates of the utility subsidiaries, any losses that it may sustain 
in respect of any investment in an EWG or FUCO.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-2895 Filed 2-5-99; 8:45 am]
BILLING CODE 8010-01-M