[Federal Register Volume 68, Number 25 (Thursday, February 6, 2003)]
[Notices]
[Pages 6227-6230]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-2947]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27646]


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

January 31, 2003.
    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) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch 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 February 25, 2003, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 February 25, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Northeast Utilities (70-10051)

    Northeast Utilities (``NU''), a registered holding company under 
the Act, 107 Selden Street, Berlin, Connecticut 01037, (``Applicant''), 
has filed a declaration (``Declaration'') with the Commission under 
sections 6(a), 7, 32 and 33 of the Act.
    NU requests authority through the period ending June 30, 2005 
(``Authorization Period''), to: (a) Issue from time to time unsecured 
long-term debt securities (``Long-term Debt'') in an aggregate amount 
at any time outstanding not to exceed $600 million, and (b) enter into 
hedging transactions (``Interest Rate Hedges'') with respect to 
existing indebtedness of NU and its nonutility subsidiaries \1\ 
(``Nonutility Subsidiaries'') in order to manage and minimize interest 
rate costs and enter into hedging transactions with respect to future 
expected debt issuances (``Anticipatory Hedges'') in order to lock in 
then current interest rates and/or manage interest rate risk exposure.
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    \1\ Nonutility Subsidiaries will include exempt wholesale 
generators (``EWGs'') as defined in the Act, foreign utility 
companies (``FUCOs'') as defined in the Act, nonutility companies 
exempt under rule 58 of the Act (``rule 58 Subsidiaries''), exempt 
telecommunications companies (``ETCs'') and other competitive 
companies.
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I. Long-Term Debt

    NU requests authorization to issue Long-term Debt, the proceeds of 
which will enable NU to reduce or refinance short-term debt with more 
permanent capital and provide a source of future financing for the 
operations of and investments in Nonutility Subsidiaries that are 
exempt under the Act. Long-term Debt of NU may be in the form of 
unsecured notes (``Debentures'') issued in one or more series. The 
Debentures of any series will: (i) Have a maturity ranging from one to 
50 years, (ii) bear interest at a rate not to exceed 500 basis points 
over the yield to maturity of a U.S. Treasury security having a 
remaining term approximately equal to the term of the series of 
Debentures, (iii) be subject to optional and/or mandatory redemption, 
in whole or in part, at par or at various premiums above or discounts 
below the principal amount, (iv) be entitled to mandatory or optional 
sinking fund provisions, and (v) may provide for reset of the coupon 
according to a remarketing arrangement. Long-term Debt of NU also may 
be in the form of bank lines of credit (``Bank Lines''). Bank Lines 
will have maturities of not more than five years from the date of each 
borrowing and the effective cost of these loans will not exceed at the 
time of issuance 500 basis points over LIBOR. The maturity dates, 
interest rates, call, 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 and discounts, if any, will be 
established by negotiation or competitive bidding and reflected in the 
applicable supplemental indenture or officer's certificate and purchase 
agreement or underwriting agreement setting forth the terms.
    NU 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 that would resell the Debentures without registration under 
the 1933 Act, in reliance upon one or more applicable exemptions from 
registration or to the public either (i) through underwriters selected 
by negotiation or competitive bidding or (ii) through selling agents 
acting either as agent or principal for resale to the public, either 
directly or through dealers.

II. Hedges

    NU requests authorization to enter into Interest Rate Hedges in 
connection with indebtedness of NU or its Nonutility Subsidiaries, 
subject to certain limitations and restrictions as proposed in the 
Declaration, in order to reduce or manage interest rate costs and risks 
and to generate parent-level cash and earnings. Interest Rate Hedges 
would only be entered into with counterparties (``Approved 
Counterparties'') whose senior unsecured debt ratings, or the senior 
unsecured debt ratings of the parent companies of the counterparties, 
as published by Standard and Poor's Ratings Group, are equal to or 
greater than BBB, or an equivalent rating from Moody's Investors 
Service or Fitch IBCA. Interest Rate Hedges will involve the use of 
financial instruments commonly used in the capital markets, such as 
interest rate swaps, locks, caps, collars, floors, and other similar 
appropriate instruments. The transactions would be for fixed periods 
and stated notional amounts. In no case will the notional principal 
amount of any interest rate swap exceed that of the underlying debt 
instrument. NU will not engage in speculative transactions as that term 
is described in Financial Accounting Standard 133. Transaction fees, 
commissions and other amounts payable to the counterparty or exchange 
(excluding, however, the swap or option payments) in connection with an 
Interest Rate Hedge will not exceed those generally obtainable in 
competitive markets for parties of comparable credit quality.
    In addition, NU requests authorization to enter into Anticipatory 
Hedges in connection with anticipated debt offerings of NU and its 
Nonutility Subsidiaries, subject to certain limitations and 
restrictions set forth in the Declaration. Anticipatory Hedges would 
only be entered into with Approved Counterparties, and would be 
utilized to fix and/or manage the interest rate risk associated with 
any new Long-term Debt issuance of its own or of its Nonutility 
Subsidiaries through (i) a forward sale of exchange-traded U.S. 
Treasury futures contracts, U.S. Treasury Securities and/or a forward 
swap (``Forward Sale''), (ii) the purchase of put options on U.S. 
Treasury Securities (``Put Options Purchase''),

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(iii) a Put Options Purchase in combination with the sale of call 
options on U.S. Treasury Securities (a ``Zero Cost Collar''), (iv) 
transactions involving the purchase or sale, including short sales, of 
U.S. Treasury Securities, or (v) some combination of a Forward Sale, 
Put Options Purchase, Zero Cost Collar and/or other derivative or cash 
transactions, including, but not limited to locks, caps and collars, 
appropriate for the Anticipatory Hedges. Anticipatory Hedges may be 
executed on-exchange (``On-Exchange Trades'') with brokers through the 
opening of futures and/or options positions publicly traded, the 
opening of over-the-counter positions with one or more counterparties 
(``Off-Exchange Trades''), or a combination of On-Exchange Trades and 
Off-Exchange Trades. NU will determine the optimal structure of each 
Anticipatory Hedge transaction at the time of execution. NU may decide 
to lock in interest rates and/or limit its exposure to interest rate 
increases. NU represents that each Interest Rate Hedge and Anticipatory 
Hedge will qualify for hedge accounting treatment under generally 
acceptable accounting practices. NU will also comply with the then 
existing financial disclosure requirements of the Financial Accounting 
Standards Board associate with hedging transactions.

III. Use of Proceeds

    NU will use the proceeds from these financings for general 
corporate purposes, including (a) investments in its regulated utility 
companies, (b) investments in EWGs, FUCOs, Rule 58 Subsidiaries, ETCs 
and other competitive companies, (c) the repayment, redemption, 
refunding or purchase by NU of its own securities, (d) financing 
working capital requirements of NU and its subsidiaries, and (e) other 
corporate purposes.

Ameren Corp. et al. (70-10106)

    Ameren Corporation (``Ameren''), a registered holding company under 
the Act, 1901 Chouteau Avenue, St. Louis, Missouri 63103; the following 
direct and indirect subsidiaries of Ameren, also at 1901 Chouteau 
Avenue, St. Louis, Missouri 63103: Union Electric Company, d/b/a 
AmerenUE (``AmerenUE''), an electric and gas utility company, Ameren 
Services Company (``Ameren Services''), a service company subsidiary, 
Ameren Energy, Inc., Ameren ERC, Inc., Ameren Energy Marketing Company, 
Ameren Energy Fuels and Services Company, and AFS Development Company, 
LLC, all of which are ``energy-related companies'' within the meaning 
of rule 58 under the Act, Ameren Development Company and Ameren Energy 
Resources Company, which are intermediate non-utility holding 
companies, Ameren Energy Development Company and Ameren Energy 
Generating Company, which are ``exempt wholesale generators'' 
(``EWGs'') within the meaning of section 32 of the Act, Ameren Energy 
Communications, Inc., an ``exempt telecommunications company'' within 
the meaning of section 34 of the Act, Illinois Materials Supply Co., an 
``enterprise zone'' company formed to purchase goods and equipment for 
Ameren's EWG subsidiaries, and Union Electric Development Company, a 
wholly-owned non-utility subsidiary of AmerenUE that engages in various 
energy-related businesses and invests in affordable housing projects; 
Central Illinois Public Service Company d/b/a AmerenCIPS 
(``AmerenCIPS''), an electric and gas utility subsidiary of Ameren, and 
its wholly-owned non-utility subsidiary, CIPSCO Investment Company, 
which invests in, among other things, affordable housing projects, at 
607 East Adams Street, Springfield, Illinois 62739; CILCORP Inc. 
(``CILCORP''), an exempt holding company and formerly a direct wholly-
owned subsidiary of The AES Corporation (``AES''), at 300 Liberty 
Street, Peoria, Illinois 61602, an exempt holding company under section 
3(a)(5) of the Act; \2\ the following direct and indirect subsidiaries 
of CILCORP, also at 300 Liberty Street, Peoria, Illinois 61602: Central 
Illinois Light Company (``CILCO''), an electric and gas utility 
company, Central Illinois Generation, Inc. (``CIGI''), an EWG formed by 
CILCO to acquire substantially all of CILCO's generating assets, 
CILCORP Investment Management, Inc., which, through subsidiaries 
manages CILCORP's investments in equipment leases, affordable housing 
projects and non-regulated independent power projects, CILCORP 
Ventures, Inc., which through its subsidiary, CILCORP Energy Services, 
Inc., provides energy-related services and products, QST Enterprises, 
Inc., which through subsidiaries provides energy and related services 
in non-regulated retail and wholesale markets, including utility 
operations and management services to industrial customers of CILCO, 
and CILCO's wholly-owned non-utility subsidiaries, CILCO Exploration 
and Development Company and CILCO Energy Corporation, which are engaged 
in, respectively, exploration and development of gas and oil and other 
mineral resources and research and development activities relating to 
new sources of energy; and AES Medina Valley Cogen (No. 4), L.L.C. 
(``AES Medina Valley''), a limited liability company formerly owned by 
the AES Corporation (``AES''), its direct and indirect wholly-owned 
non-utility subsidiaries, AES Medina Valley Cogen (No. 2), an 
intermediate non-utility subsidiary, and AES Medina Valley Cogen, 
L.L.C., an EWG, and AES Medina Valley Operations, L.L.C., which 
provides operating services to AES Medina Valley Cogen, L.L.C., at P.O. 
Box 230, Mossville, Illinois 61552-0230 (the foregoing companies herein 
referred to collectively as the ``Applicants''), have filed an 
application-declaration (``Application'') under sections 6(a), 7, 
9(a)(1), 9(c)(3), 10, 12(b), 12(c) and 12(f) of the Act and rules 40, 
43, 45 and 54 under the Act.
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    \2\ See HCAR Nos. 27063 (Aug. 20, 1999) and 27363 (March 23, 
2001).
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    In a separate proceeding (File No. 70-10078), Ameren received 
authorization \3\ under sections 9(a)(1) and 10 of the Act to acquire 
from AES all of the issued and outstanding common stock of CILCORP. As 
explained in that proceeding, CILCO intends to transfer substantially 
all of its generating assets to CIGI prior to or following Ameren 
completes its acquisition of CILCORP. Following the acquisition of 
CILCORP, Ameren will cause CIGI to relinquish EWG status. Thus, Ameren 
is treating CIGI as an ``electric utility company'' under the Act both 
for purposes of File No. 70-10078 and this proceeding.
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    \3\ See HCAR No. 27645 (Jan. 29, 2003) (``CILCORP Acquisition 
Order'').
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1. Current Authorization

    By order dated March 13, 1998 \4\ (``1998 Financing Order''), 
AmerenUE and AmerenCIPS are currently authorized for the period through 
February 27, 2003, to issue and sell commercial paper and to establish 
credit lines and issue notes thereunder evidencing unsecured short-term 
borrowings (``Short-term Debt''). AmerenUE is authorized to issue up to 
$575 million of commercial paper at any one time outstanding and borrow 
up to $425 million under credit lines. AmerenCIPS is authorized to 
issue up to $125 million of commercial paper at any one time 
outstanding and borrow up to $125 million under credit lines. Under the 
1998 Financing Order, AmerenUE and AmerenCIPS were also authorized to 
enter into interest rate hedging

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instruments with respect to outstanding indebtedness of those 
companies.
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    \4\ See Ameren Corporation, et al., HCAR No. 26841 (Mar. 13, 
1998).
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    By order dated March 22, 1999, in File No. 70-9423 (the ``Money 
Pool Order''),\5\ Ameren was authorized to establish and fund loans to 
AmerenUE, AmerenCIPS and Ameren Services through the Ameren Corporation 
System Utility Money Pool Agreement (the ``Utility Money Pool'') in 
order to provide for the short-term cash and working capital needs of 
these companies.\6\ Further, to the extent not exempt under rule 52, 
AmerenUE, AmerenCIPS, and Ameren Services are authorized to make 
borrowings from and extend credit to each other pursuant to the Utility 
Money Pool. Ameren may not make borrowings under the Utility Money 
Pool. AmerenUE is authorized to borrow up to $500 million at any one 
time outstanding under the Utility Money Pool.\7\
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    \5\ See Ameren Corporation, et al., HCAR No. 26993 (Mar. 22, 
1999).
    \6\ Funds advanced by Ameren to the Utility Money Pool are 
derived from commercial paper sales and other short-term borrowings 
by Ameren previously authorized in File No. 9877, as well as surplus 
funds in the treasury of Ameren.
    \7\ Borrowings by AmerenCIPS under the Utility Money Pool have 
been approved by the Illinois Commerce Commission (``ICC'') and are 
therefore exempt under rule 52(a). Borrowings by Ameren Services are 
exempt under rule 52(b).
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    Ameren states that it also maintains and funds loans to certain of 
its non-utility subsidiaries pursuant to the Ameren Corporation System 
Amended and Restated Non-Utility Money Pool Agreement (the ``Non-
Utility Money Pool'') in order to provide for the short-term cash and 
working capital requirements of these subsidiaries.

2. Requested Authorization

    The Applicants request authorization for the period through March 
31, 2006 (the ``Authorization Period''), (1) to extend and restate the 
external short-term financing and interest rate hedging authorization 
of AmerenUE and AmerenCIPS under the 1998 Financing Order, (2) to 
extend and continue the Utility Money Pool and Non-Utility Money Pool 
(to be re-designated as the ``Non-Regulated Subsidiary Money Pool'') 
arrangements,\8\ and (3) following Ameren's acquisition of CILCORP, to 
add CILCO as a participant in the Utility Money Pool and CILCORP, CIGI, 
certain non-utility subsidiaries of CILCORP (as identified below), and 
AES Medina Valley and its direct and indirect non-utility subsidiaries 
as participants in the Non-Regulated Subsidiary Money Pool, in each 
case subject to all of the existing terms, conditions and limitations 
of the money pool agreements. Ameren states that it is not requesting 
any new financing authority in this proceeding.
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    \8\ In the CILCORP Acquisition Order, CILCORP, CILCO and CIGI 
have been authorized to issue short-term and long-term securities 
and to engage in interest rate hedging transactions through March 
31, 2006.
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3. Proposed Sale of Short-Term Debt

    Specifically, AmerenUE and AmerenCIPS propose to issue and sell 
from time to time during the Authorization Period Short-term Debt in an 
aggregate principal amount at any time outstanding not to exceed, when 
added to any borrowings by such companies under the Utility Money Pool, 
$1 billion in the case of AmerenUE and $250 million in the case of 
AmerenCIPS. Short-term Debt may include commercial paper notes, bank 
notes, and other forms of short-term indebtedness. All Short-term Debt 
will have maturities of less than one year from the date of issuance 
and will be unsecured.
    It is stated that the commercial paper will be sold in established 
domestic or European commercial paper markets. That commercial paper 
would typically be sold to dealers at the discount rate per annum 
prevailing at the date of issuance for commercial paper of comparable 
quality and maturities sold to commercial paper dealers generally. It 
is expected that the dealers acquiring the commercial paper will 
reoffer it at a discount to corporate, institutional and, with respect 
to European commercial paper, individual investors. It is anticipated 
that the commercial paper will be reoffered to investors such as 
commercial banks, insurance companies, pension funds, investment 
trusts, foundations, colleges and universities, finance companies and 
nonfinancial corporations.
    AmerenUE and AmerenCIPS also propose to establish and maintain 
back-up credit facilities and other credit facilities with banks or 
other financial institutions to support their commercial paper programs 
and other credit and/or borrowing facilities generally available to 
borrowers with comparable credit ratings as they may deem appropriate 
in light of their needs and existing market conditions providing for 
revolving credit or other loans and having commitment periods not 
longer than the Authorization Period. Only the amounts drawn and 
outstanding under these agreements and facilities will be counted 
against the proposed limits on Short-term Debt.
    The effective cost of money on all Short-term Debt will not exceed 
at the time of issuance the greater of (i) 300 basis points over the 
six-month London Interbank Offered Rate (LIBOR), or (ii) a gross spread 
over six-month LIBOR that is consistent with similar securities of 
comparable credit quality and maturities issued by other companies. 
Issuance expenses in connection with any non-competitive offering of 
Short-term Debt may not exceed 5% of the principal amount.

4. Proposed Interest Rate Hedges

    AmerenUE and AmerenCIPS also request authorization to enter into 
interest rate hedging transactions with respect to outstanding 
indebtedness (``Interest Rate Hedges''), subject to certain limitations 
and restrictions, in order to reduce or manage the effective interest 
rate cost. Interest Rate Hedges would only be entered into with 
counterparties (``Approved Counterparties'') whose senior debt ratings, 
or the senior debt ratings of any credit support providers who have 
guaranteed the obligations of such counterparties, as published by S&P, 
are equal to or greater than BBB, or an equivalent rating from Moody's 
or Fitch. In addition, AmerenUE and AmerenCIPS request authorization to 
enter into interest rate hedging transactions with respect to 
anticipated debt offerings (the ``Anticipatory Hedges''), subject to 
certain limitations and restrictions. Those Anticipatory Hedges would 
only be entered into with Approved Counterparties, and would be 
utilized to fix the interest rate and/or limit the interest rate risk 
associated with any new issuance of debt.
    It is stated that each Interest Rate Hedge and Anticipatory Hedge 
will qualify for hedge accounting treatment under the current Financial 
Accounting Standards Board (``FASB'') guidelines in effect and as 
determined at the time entered into. Further, the applicants will 
comply with the Statement of Financial Accounting Standards (``SFAS'') 
133 (``Accounting for Derivatives Instruments and Hedging Activities'') 
and SFAS 138 (``Accounting for Certain Derivative Instruments and 
Certain Hedging Activities'') or other standards relating to accounting 
for derivative transactions as are adopted and implemented by the FASB.

5. Utility Money Pool

    Ameren, AmerenUE, AmerenCIPS, and Ameren Services seek 
authorization to continue their participation in the Utility Money 
Pool, subject to all of the terms, conditions and limitations set forth 
in the Money Pool Order. AmerenUE requests authority to borrow up to 
$500 million at any time outstanding under the Utility Money Pool. 
Ameren will continue to participate in the Utility Money Pool as a 
lender only and may not make any

[[Page 6230]]

borrowings from or receive any extension of credit through the Utility 
Money Pool. In addition, CILCO proposes to become a participant in the 
Utility Money Pool upon becoming a subsidiary of Ameren, subject to 
receiving approval from the Illinois Commerce Commission.
    Ameren will continue to fund loans to Utility Money Pool 
participants with the proceeds of commercial paper sales and other 
short-term borrowings by Ameren previously authorized by the 
Commission, as well as Surplus funds in the treasury of Ameren. Ameren 
is not requesting any new financing authority in this proceeding.
    In accordance with the terms and provisions of the Utility Money 
Pool, funds will be available from the following sources for short-term 
loans to AmerenUE, AmerenCIPS, CILCO and Ameren Services, from time to 
time: (1) Surplus funds in the treasuries of AmerenUE, AmerenCIPS, 
CILCO and Ameren Services, (2) surplus funds in the treasury of Ameren, 
and (3) proceeds from bank borrowings and the sale of commercial paper 
by Ameren, AmerenUE, AmerenCIPS, CILCO and Ameren Services (``External 
Funds''). Funds will be made available from such sources in such other 
order as Ameren Services, as administrator of the Utility Money Pool, 
may determine would result in a lower cost of borrowing, consistent 
with the individual borrowing needs and financial standing of the 
companies providing funds to the Utility Money Pool.
    Utility Money Pool participants that borrow will borrow pro rata 
from each company that lends, in the proportion that the total amount 
loaned by each such lending company bears to the total amount then 
loaned through the Utility Money Pool. On any day when more than one 
fund source (e.g., surplus treasury funds of Ameren and other Utility 
Money Pool participants (``Internal Funds'') and External Funds), with 
different rates of interest, is used to fund loans through the Utility 
Money Pool, each borrower will borrow pro rata from each such fund 
source in the Utility Money Pool in the same proportion that the amount 
of funds provided by that fund source bears to the total amount of 
short-term funds available to the Utility Money Pool.
    If only Internal Funds are available in the Utility Money Pool, the 
interest rate applicable to loans of those Internal Funds will be the 
CD yield equivalent of the 30-day Federal Reserve ``AA'' Non-Financial 
commercial paper composite rate (or if no such rate is established for 
that day, then the applicable rate would be the rate for the next 
preceding day for which such rate was established). If only External 
Funds are available in the Utility Money Pool, the interest rate 
applicable to loans of those External Funds will be equal to the 
lending company's cost for those External Funds (or, if more than one 
Utility Money Pool participant had made available External Funds on 
such day, the applicable interest rate will be a composite rate equal 
to the weighted average of the cost incurred by the respective Utility 
Money Pool participants for those External Funds). In cases where both 
Internal Funds and External Funds are concurrently borrowed through the 
Utility Money Pool, the rate applicable to all loans comprised of such 
``blended'' funds will be a composite rate equal to the weighted 
average of (a) the cost of all Internal Funds contributed by Utility 
Money Pool participants (as determined pursuant to the second preceding 
paragraph above) and (b) the cost of all such External Funds (as 
determined pursuant to the immediately preceding paragraph above).

6. Non-Regulated Subsidiary Money Pool

    Ameren also proposes to continue to maintain and fund loans to 
certain of its non-utility subsidiaries and, following the acquisition 
of CILCORP and AES Medina Valley, to CILCORP, AES Medina Valley and 
certain of CILCORP's current direct and indirect non-utility 
subsidiaries, in accordance with a new Non-Regulated Subsidiary Money 
Pool Agreement. As is the case with the current Non-Utility Money Pool, 
Ameren will participate in the Non-Regulated Subsidiary Money Pool 
solely as a lender and may not make any borrowings from or receive any 
extension of credit through the Non-Regulated Subsidiary Money Pool. 
CILCORP also proposes to participate in the Non-Regulated Subsidiary 
Money Pool as a lender only and will not be permitted to make 
borrowings from or receive any extension of credit through the Non-
Regulated Subsidiary Money Pool. Ameren Services will participate in 
the Non-Regulated Subsidiary Money Pool (as it currently does in the 
Non-Utility Money Pool) solely as a borrower.
    CIGI also proposes to become a participant in the Non-Regulated 
Subsidiary Money Pool. It is stated that, although CIGI will be an 
``electric utility company'' under the Act once it relinquishes EWG 
status, for purposes of state regulation in Illinois, CIGI will be 
considered to be a ``non-regulated'' affiliate of CILCO and therefore 
cannot participate in the Utility Money Pool. CIGI is requesting 
authorization to borrow up to $250 million at any time outstanding 
under the Non-Regulated Subsidiary Money Pool. The interest rate 
payable on borrowings from and loans to the Non-Regulated Subsidiary 
Money Pool and the allocation of fees and investment income to 
participants will be determined in the same manner described above in 
connection with the Utility Money Pool.
    Accordingly, the following direct and indirect subsidiaries of 
Ameren will be participants in the Non-Regulated Subsidiary Money Pool: 
Ameren Services (solely as a borrower), Ameren Development Company, 
Ameren ERC, Inc., Ameren Energy Communications, Inc., Ameren Energy 
Resources Company, Ameren Energy Development Company, Ameren Energy 
Generating Company, Ameren Energy Fuels and Services Company, AFS 
Development Company, LLC, Illinois Materials Supply Co., Union Electric 
Development Corporation, CIPSCO Investment Company, CILCORP (solely as 
a lender), CIGI, CILCORP Investment Management Inc., CILCORP Ventures 
Inc., CILCORP Energy Services Inc., QST Enterprises Inc., CILCO 
Exploration and Development Company, CILCO Energy Corporation, AES 
Medina Valley, AES Medina Valley Cogen (No. 2), L.L.C., AES Medina 
Valley Cogen, L.L.C., and AES Medina Valley Operations, L.L.C.
    The Commission is requested to reserve jurisdiction over the 
participation in the Non-Regulated Subsidiary Money Pool of any other 
direct or indirect, current or future, non-utility subsidiary of 
Ameren.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-2947 Filed 2-5-03; 8:45 am]
BILLING CODE 8010-01-P