[Federal Register Volume 69, Number 126 (Thursday, July 1, 2004)]
[Notices]
[Pages 39981-39988]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-14970]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27862]


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

June 25, 2004.
    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 July 20, 2004, 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 July 20, 2004, 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. (70-10220)

    Ameren Corporation (``Ameren''), a Missouri corporation and a 
registered holding company under the Act; Ameren Energy Fuels and 
Services Company (``Ameren Fuels''), an indirect, wholly-owned, 
nonutility subsidiary of Ameren, both located at 1901 Chouteau Avenue, 
St. Louis, Missouri 63103; and Illinois Power Company (``Illinois 
Power,'' and together ``Applicants''), an electric and gas utility 
company, 500 South 27th Street, Decatur, Illinois, 62521, have filed an 
application/declaration (``Application'') under sections 6(a), 7, 9(a), 
10, 11(b), 12(b), 12(f), and 13(b) of the Act and rules 43, 45, 54, 87, 
90, and 91 under the Act.

I. Introduction

    Ameren proposes to purchase all of the issued and outstanding 
common stock (``Common Shares'') of Illinois Power from Illinova 
Corporation (``Illinova''), an exempt holding company under section 
3(a)(1) of the Act,\1\ which is itself a wholly-owned subsidiary of 
Dynegy Inc. (``Dynegy''), also an exempt holding company under the 
Act.\2\ Ameren also proposes to acquire the issued and outstanding 
shares of preferred stock of Illinois Power that are held by Illinova 
(``Preferred Shares''), and the 20% interest in the common stock of 
Electric Energy, Inc. (``EEInc''), an ``exempt wholesale generator'' 
(``EWG'') as that term is defined under section 32 of the Act, that is 
held by Illinova Generating Company (``IGC''), an indirect subsidiary 
of Dynegy (``EEInc Shares,'' and together with the Common Shares and 
the Preferred Shares, the ``Shares''), for an aggregate purchase price 
(``Purchase Price'') of $2,300,000,000, subject to certain adjustments 
as described below (``Transaction''). Ameren intends to acquire and 
hold the Common Shares and Preferred Shares of Illinois Power directly, 
and to acquire the EEInc Shares through its nonutility subsidiary, 
Ameren Energy Resources Company (``Ameren Energy Resources''), under 
the exemption provided by section 32 of the Act.
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    \1\ See HCAR No. 26450 (May 18, 1994).
    \2\ Dynegy has filed for a 3(a)(1) exemption by rule 2 of the 
Act.
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    Applicants also request authorization, once the Transaction closes, 
for:
    1.Illinois Power to: (i) Issue and sell from time to time from the 
closing of the Transaction through June 30, 2007 (``Authorization 
Period'') short-term debt securities, (ii) to become a participant in 
the Ameren System Utility Money Pool Arrangement (``Utility Money 
Pool''), (iii) to enter into interest rate hedging transactions, and 
(iv) to engage in certain other related transactions;
    2. Ameren to acquire, from time to time during the Authorization 
Period, outstanding long-term debt securities and/or shares of 
preferred stock of Illinois Power or any subsidiary of Illinois Power 
that are held by unaffiliated third parties in open market purchases, 
through invitations for tenders and/or through negotiated purchases; 
and
    3. Ameren Fuels to provide gas management services to Illinois 
Power under a fuel supply management agreement that is substantially 
identical to agreements between Ameren Fuels and Ameren's current 
public utility subsidiaries.

II. Description of Ameren System

    The Ameren holding company system (``Ameren System'') consists of 
both utility subsidiaries (``Utility Subsidiaries'') and nonutility 
subsidiaries (``Nonutility Subsidiaries'').

A. Ameren's Public Utility Subsidiaries

    Ameren states that it directly owns all of the issued and 
outstanding common stock of the following Utility Subsidiaries: (i) 
Union Electric Company d/b/a AmerenUE (``AmerenUE'') and (ii) Central 
Illinois Public Service Company d/b/a AmerenCIPS (``AmerenCIPS''). 
Ameren further states that, indirectly through its intermediate holding 
company, CILCORP Inc. (``CILCORP''), Ameren owns all of the issued and 
outstanding common stock of the public utility Central Illinois Light 
Company d/b/a AmerenCILCO (``AmerenCILCO''). Together, AmerenUE, 
AmerenCIPS, and AmerenCILCO provide retail and wholesale electric 
service to approximately 1.7 million customers and retail natural gas 
service to approximately 500,000 customers in a 49,000 square-mile area 
of Missouri and Illinois, including the St. Louis, Missouri and Peoria 
and Springfield, Illinois metropolitan areas.
    Ameren states that AmerenCILCO owns all of the issued and 
outstanding common stock of AmerenEnergy Resources Generating Company 
(f/k/a Central Illinois Generation, Inc.)

[[Page 39982]]

(``AERG''), a generating subsidiary company. AERG was formed by 
AmerenCILCO in November 2001 in order to facilitate the restructuring 
of AmerenCILCO in accordance with the Illinois Electric Service 
Customer Choice and Rate Relief Law of 1997 (``Customer Choice Law''). 
In October 2003, AmerenCILCO transferred substantially all of its 
generating assets representing in the aggregate approximately 1,130 
megawatts (MW) of electric generating capacity to AERG.
    Ameren states that as of December 31, 2003 AmerenUE, AmerenCILCO, 
and AERG together owned and operated approximately 9,186 MW of electric 
generating capacity, all of which is located in Missouri and Illinois. 
Ameren further states that AmerenUE, AmerenCIPS, and AmerenCILCO 
together owned approximately 5,433 circuit miles of primary electric 
transmission lines, substantially all of which are located in Missouri 
and Illinois. In addition, as of December 31, 2003, AmerenUE, 
AmerenCIPS, and AmerenCILCO owned and operated approximately 11,700 
miles of natural gas transmission lines and distribution mains, all 
located in Missouri and Illinois, and leased or owned natural gas 
storage capacity providing a total of 468,000 MMBtu of storage 
deliverability to meet peak day requirements and total storage capacity 
of 28.85 billion cubic feet to meet winter season demand.
    Ameren states that AmerenUE, AmerenCIPS, and AmerenCILCO are 
subject to regulation by the Illinois Commerce Commission (``ICC''), 
and AmerenUE is also subject to regulation by the Missouri Public 
Service Commission (``MoPSC''), as to rates, service, issuance of 
equity securities, issuance of debt having a maturity of more than 
twelve months, mergers, affiliate transactions, and various other 
matters. AmerenUE, AmerenCIPS, and AmerenCILCO are also subject to 
regulation by the Federal Energy Regulatory Commission (``FERC'') as to 
rates and charges in connection with the wholesale sale of energy and 
transmission in interstate commerce, mergers, affiliate transactions, 
and certain other matters.
    Ameren states that AmerenUE, AmerenCIPS, and AmerenCILCO are 
members of the Mid-American Interconnected Network (``MAIN''), which is 
one of the ten regional electric reliability councils organized for 
coordinating the planning and operation of the nation's bulk power 
supply. MAIN operates in Illinois and portions of Michigan, Wisconsin, 
Iowa, Minnesota, and Missouri.\3\ AmerenUE and AmerenCIPS have also 
agreed to participate, through GridAmerica, LLC (``GridAmerica''), an 
independent transmission company, in the Midwest Independent System 
Operator (``MISO''), a FERC-approved regional transmission 
organization, but have not yet transferred functional control of their 
transmission assets to the MISO. Ameren states that, Effective May 1, 
2004, AmerenUE and AmerenCIPS transferred functional control of their 
transmission assets to the MISO. AmerenCILCO is already a member of the 
MISO and has transferred functional control of its transmission system 
to the MISO.
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    \3\ Applicants state that AmerenUE, AmerenCIPS and AmerenCILCO 
provided formal written notice to the MAIN Board of Directors on 
June 23, 2003 of their intent to withdraw from MAIN effective 
January 1, 2005. Applicants state that these companies intend to 
join another regional electric reliability organization prior to 
their withdrawal from MAIN becoming effective. Until their 
withdrawal is effective, they will continue to honor all of their 
obligations as members of MAIN. Applicants further state that if 
they do not join another regional electric reliability organization, 
they may withdraw their notice of intent to withdraw from MAIN.
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B. Ameren Nonutility Subsidiaries

    Ameren states that it has five direct wholly owned Nonutility 
Subsidiaries (in addition to CILCORP, the direct parent of 
AmerenCILCO), as follows:
    1. Ameren Services Company (``Ameren Services''), a service company 
subsidiary, which provides administrative, management and technical 
services to Ameren and its associate companies in the Ameren system;
    2. Ameren Development Company, an intermediate nonutility holding 
company, which directly owns all of the outstanding common stock of 
Ameren ERC, Inc. (``Ameren ERC''), an ``energy-related company'' under 
rule 58 under the Act that provides energy management services. Ameren 
ERC in turn owns all of the outstanding common stock of Missouri 
Central Railroad Company, a fuel transportation subsidiary, and an 
89.1% interest in Gateway Energy Systems, L.C., which in turn owns 
Gateway Energy WGK Project, L.L.C., which together are developing 
thermal energy projects. These entities are also ``energy-related 
companies'' under rule 58 (``Rule 58 Companies''). Ameren Development 
also directly owns all of the outstanding common stock of Ameren Energy 
Communications, Inc., an ``exempt telecommunications company'' 
(``ETC'') as that term is defined under section 34 of the Act;
    3. Ameren Energy Resources, an intermediate Nonutility Subsidiary 
holding company, which directly holds all of the outstanding voting 
securities of the following Nonutility Subsidiaries:
    (a) Ameren Energy Development Company, an EWG which, in turn, owns 
all of the outstanding common stock of Ameren Energy Generating Company 
(``Ameren GenCo''), also an EWG;
    (b) Ameren Energy Marketing Company, a Rule 58 Company;
    (c) Ameren Energy Fuels and Services Company, also a Rule 58 
Company, which directly and through AFS Development Company, L.L.C., a 
wholly-owned subsidiary, and Cowboy Railroad Development Co., L.L.C., a 
71%-owned subsidiary, makes investments in and engages in operating 
activities related to fuel procurement, handling, transportation, and 
storage facilities, and provides related fuel management services to 
associate and nonassociate companies;
    (d) Illinois Materials Supply Co., which is a registered retailer 
of goods, material and equipment to Ameren Energy Development Company 
and other associate Nonutility Subsidiaries; and
    (e) AmerenEnergy Medina Valley Cogen (No. 4), L.L.C., an 
intermediate Nonutility Subsidiary holding company that indirectly 
through AmerenEnergy Medina Valley Cogen (No. 2), L.L.C., holds all of 
the membership interests in AmerenEnergy Medina Valley Cogen, L.L.C., 
an EWG, and directly holds all of the membership interests in 
AmerenEnergy Medina Valley Operations, L.L.C.
    Ameren Energy Resources also directly holds 20% of the outstanding 
common stock of EEInc, which owns and operates a six-unit coal-fired 
generating facility with a capacity of approximately 1,014 MW located 
in Joppa, Illinois. Through a subsidiary, Midwest Electric Power Inc., 
which is also an EWG, EEInc owns and operates two combustion turbines 
with a summer net capability of approximately 72 MW, located at the 
Joppa plant site;
    4. Ameren Energy, Inc., a Rule 58 Company that primarily serves as 
the short-term energy trading and marketing agent for AmerenUE and 
Ameren GenCo and provides a range of energy and risk management 
services; and
    5. CIPSCO Investment Company, which holds various nonregulated and 
passive investments, including passive investments in affordable 
housing projects that qualify for federal income tax credits and 
investments in equipment leases.

[[Page 39983]]

C. Direct Nonutility Subsidiaries of AmerenUE

    AmerenUE has one direct wholly-owned Nonutility Subsidiary, Union 
Electric Development Corporation, which holds investments in affordable 
housing projects that qualify for federal income tax credits and other 
passive investments.\4\ AmerenUE also directly holds 40% of the 
outstanding common stock of EEInc.
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    \4\ The Commission authorized Ameren to acquire Union Electric 
Development Corporation by order dated December 30, 1997 (HCAR No. 
26809.)
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D. Direct Nonutility Subsidiaries of CILCORP

    CILCORP directly owns all of the common stock of three Nonutility 
Subsidiaries, as follows:
    1. CILCORP Investment Management Inc., which, through subsidiaries, 
manages CILCORP's investments in equipment leases, affordable housing 
projects that qualify for federal income tax credits, non-regulated 
independent power projects, and other passive investments; \5\
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    \5\ The Commission authorized Ameren to acquire CILCORP 
Investment Management Inc. by order dated January 29, 2003 (HCAR No. 
27645).
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    2. CILCORP Ventures Inc., which, through a wholly-owned subsidiary, 
CILCORP Energy Services, Inc., provides energy-related products and 
services, including gas management services for gas management 
customers; and
    3. QST Enterprises Inc., which, through subsidiaries, provides 
energy and related services in non-regulated retail and wholesale 
markets, including predictive and preventive testing and maintenance 
for industrial customers and affiliated companies, and formerly held 
interests in environmentally distressed parcels of real estate acquired 
for resale.

E. Direct Nonutility Subsidiaries of AmerenCILCO

    AmerenCILCO directly owns all of the issued and outstanding common 
stock of two Nonutility Subsidiaries, neither of which conducts any 
significant business at this time:
    1. CILCO Exploration and Development Company, which previously 
engaged in the exploration and development of gas, oil, coal and other 
mineral resources and
    2. CILCO Energy Corporation, which was formed to research and 
develop new sources of energy, including the conversion of coal and 
other minerals into gas.

III. Ameren Financial Condition

A. Revenues and Income

    Ameren states that for the twelve months ended December 31, 2003, 
Ameren reported total operating revenues of $4,593,000,000, operating 
income of $1,090,000,000, and net income of $524,000,000. On a 
consolidated basis, approximately 85.7% of Ameren's 2003 operating 
revenues were derived from sales of electricity (inclusive of sales by 
Ameren GenCo), 14.1% from sales of gas and gas transportation service, 
and 0.2% from other sources. At December 31, 2003, Ameren had 
$14,233,000,000 in total assets, including net property and plant of 
$10,917,000,000.

B. Capitalization of Ameren

    Under its Restated Articles of Incorporation, as amended, Ameren 
states that it is authorized to issue 500,000,000 shares of capital 
stock consisting of 400,000,000 shares of common stock, $.01 par value, 
and 100,000,000 shares of preferred stock, $.01 par value. At December 
31, 2003, Ameren states that it had issued and outstanding 162,861,662 
shares of common stock and it did not have any outstanding preferred 
stock. In addition, at December 31, 2003, Ameren had issued and 
outstanding $445 million principal amount of senior unsecured debt 
securities having maturities through 2007. At December 31, 2003, Ameren 
did not have any outstanding short-term debt. Ameren's common stock is 
listed and traded on the New York Stock Exchange.
    As of December 31, 2003, Ameren's capitalization on a consolidated 
basis was as follows:

------------------------------------------------------------------------
                                                               Percent
------------------------------------------------------------------------
Common equity..........................     $4,354,000,000         46.9
Preferred equity.......................        182,000,000          1.9
Long-term debt *.......................      4,091,000,000         44.1
Short-term debt **.....................        659,000,000          7.1
                                        --------------------
      Total............................      9,286,000,000        100.00 
------------------------------------------------------------------------
* Includes mandatorily redeemable preferred stock.
** Includes current portion of long-term debt.

    Ameren states that its senior unsecured debt securities are 
currently rated BBB+ by Standard & Poor's Inc. (``S&P'') and A3 by 
Moody's Investors Service (``Moody's''). Ameren's commercial paper is 
rated A-2 by S&P and P-2 by Moody's.

IV. Illinois Power

    Illinois Power states that it is engaged in the transmission, 
distribution, and sale of electric energy and the distribution, 
transportation, and sale of natural gas in substantial portions of 
northern, central, and southern Illinois. Illinois Power's service area 
includes 11 cities with a population greater than 30,000 (including the 
cities of Decatur, Bloomington, and Champaign-Urbana) and 37 cities 
with a population greater than 10,000 based on 2000 census data. 
Illinois Power also provides electric transmission service to other 
utilities, electric cooperatives, municipalities, and marketers.

A. Illinois Power Utility Operations

1. Electric Utility Operations
    Illinois Power states that it provides electric service to 
approximately 600,000 customers in 313 incorporated municipalities, 
adjacent suburban and rural areas, and numerous unincorporated 
communities in Illinois. Illinois Power's electric transmission and 
distribution system includes 1,672 circuit miles of electric 
transmission lines and 37,765 circuit miles of overhead and underground 
distribution lines. Illinois Power states that it owns virtually no 
generation. Illinois Power states that it currently purchases the vast 
majority of its electric power requirements under contracts with Dynegy 
Midwest Generation, Inc. (``DMG''), an indirect subsidiary of Dynegy, 
AmerGen Energy Company, L.L.C. (``AmerGen''), and EEInc.
    Illinois Power states that it is directly interconnected with 
AmerenUE, AmerenCIPS, and AmerenCILCO at

[[Page 39984]]

numerous locations. Illinois Power also participates, together with 
AmerenUE and AmerenCIPS, in the Illinois-Missouri Power Pool, which 
operates under a transmission interconnection agreement. Illinois Power 
is currently a member of MAIN, although its continued membership in 
MAIN beyond December 31, 2004 will depend on whether the Transaction is 
consummated. As explained below, Illinois Power has committed in its 
application to the FERC for approval of the Transaction that it will 
join the MISO within a reasonable time after the FERC issues an order 
approving the Transaction and transfer of functional control of 
Illinois Power's transmission assets to the MISO without conditions 
that are unacceptable to the applicants, but prior to closing of the 
Transaction.
2. Gas Utility Operations
    Illinois Power states that it provides retail gas service to 
approximately 415,000 customers in 258 incorporated municipalities and 
adjacent areas in northern, central and southern Illinois, including 
the cities of Decatur, Champaign-Urbana, and East St. Louis. Illinois 
Power owns 763 miles of ``Hinshaw'' natural gas transportation pipeline 
and 7,669 miles of natural gas distribution pipeline. Illinois Power 
also owns seven on-system underground natural gas storage fields with a 
total capacity of approximately 11.6 billion cubic feet and total 
deliverability on a peak day of approximately 339 million cubic feet. 
To supplement the capacity of these underground storage facilities, 
Illinois Power has contracted with natural gas pipelines for an 
additional 5.4 billion cubic feet of underground storage capacity, 
representing additional total deliverability.
3. State Jurisdiction
    Illinois Power states that it is regulated by the ICC with respect 
to retail electric and gas rates and service, classification of 
accounts, the issuance of stock and evidences of indebtedness (other 
than indebtedness with a final maturity of less than one year and 
renewable for a period of not more than two years), contracts with any 
affiliated interest, and other matters and by the FERC with respect to 
transmission service and wholesale electric rates.

B. Illinois Power Nonutility Subsidiaries

    Illinois Power states that its nonutility subsidiaries (``Illinois 
Power Nonutility Subsidiaries'') are as follows:
    1. IP Gas Supply Company, an Illinois corporation, which was formed 
for the purpose of acquiring interests in oil and gas leases. There is 
little activity in this subsidiary;
    2. Illinois Power Securitization Limited Liability Company, a 
Delaware limited liability company that is the sole beneficial owner of 
Illinois Power Special Purpose Trust (``IPSPT''), a Delaware business 
trust that was formed in 1998 to issue transitional funding trust notes 
as allowed under the Illinois Electric Utility Transition Funding Law 
to securitize the revenue stream associated with future recovery of a 
portion of revenues received from retail ratepayers;
    3. Illinois Power Transmission Company, LLC, a Delaware limited 
liability company, was formed in 2002 for the purpose of acquiring and 
holding Illinois Power's transmission assets, but is currently 
inactive;
    4. Illinois Power Financing I, a Delaware statutory trust, is a 
financing subsidiary through which Illinois Power issued $100 million 
of trust originated preferred securities (``TOPrS'') in January 1996. 
Illinois Power states that these securities were redeemed in 2001 and 
this entity is now inactive; and
    5. Illinois Power Financing II, also a Delaware special purpose 
trust, is a financing subsidiary that was created for a potential shelf 
registration in 2002. Illinois Power states that this company is not 
currently active.

C. Illinois Power Financial Condition

1. Income and Revenues
    For the twelve months ended December 31, 2003, Illinois Power 
states that it reported total operating revenues of $1,567,800,000, 
operating income of $166,100,000, and net income applicable to common 
shareholder of $114,700,000. Approximately 70.3% of Illinois Power's 
2003 operating revenues was derived from electric utility operations 
and approximately 29.7% was derived from gas utility operations. At 
December 31, 2003, Illinois Power states that it had $5,059,200,000 in 
total assets, including net utility plant of $2,083,000,000 and an 
intercompany receivable from Illinova with a principal balance of 
$2,271,400,000 (``Intercompany Note'') that was issued by Illinova in 
consideration for the purchase of Illinois Power's fossil-fuel 
generating plants and other generation-related assets in 1999.
2. Capitalization
    Illinois Power states that under its Amended and Restated Articles 
of Incorporation, Illinois Power is authorized to issue 100,000,000 
shares of common stock, no par value, 5,000,000 shares of serial 
preferred stock, $50 par value, 5,000,000 shares of serial preferred 
stock, no par value, and 5,000,000 shares of preference stock, no par 
value. As of December 31, 2003, Illinois Power had issued and 
outstanding 62,892,213 shares of common stock, no par value, all of 
which are held by Illinova, and six series of cumulative preferred 
stock, $50 par value, having an aggregate stated amount of $45,800,000. 
Illinova holds 662,924 shares of Illinois Power's outstanding preferred 
stock, representing approximately 73% of the total number outstanding. 
In addition, as of December 31, 2003, Illinois Power had outstanding 
$1,444,600,000 principal amount of first mortgage bonds having 
maturities through 2032, certain series of which are pledged to secure 
obligations under pollution control revenue obligations, and 
$419,900,000 principal amount of transitional funding trust notes with 
maturities through 2008.
    As of December 31, 2003, Illinois Power states that its 
capitalization on a consolidated basis was as follows:

------------------------------------------------------------------------
                                                               Percent
------------------------------------------------------------------------
Common equity..........................     $1,484,000,000         43.0
Preferred equity.......................         45,800,000          1.3
Long-term debt *.......................      1,780,200,000         51.5
Current portion of long-term debt......        145,000,000          4.2
                                        --------------------
      Total............................      3,455,900,000        100.00 
------------------------------------------------------------------------
* Includes $345,600,000 of transitional funding trust issued by IPSPT.

    Illinois Power states that its senior secured debt is currently 
rated B by S&P and B1 by Moody's. Illinois Power's preferred stock is 
rated CCC by S&P and Caa2 by Moody's. Applicants state that they expect 
that, as a result of the

[[Page 39985]]

consummation of the Transaction and related recapitalization of 
Illinois Power, as described in below, Illinois Power will receive an 
investment grade rating for its long-term debt from at least one of the 
major statistical rating organizations.

V. The Transaction

A. Principal Terms of Amended Stock Purchase Agreement

    Applicants state that Ameren, Dynegy, Illinova, and IGC have 
entered into a Stock Purchase Agreement, dated as of February 2, 2004, 
as amended by Amendment No. 1 thereto, dated March 23, 2004 (``Amended 
SPA''). The Amended SPA provides that, subject to the receipt of all 
necessary regulatory approvals and the satisfaction of other conditions 
precedent, Ameren will purchase the Common Shares and the Preferred 
Shares of Illinois Power from Illinova and the EEInc Shares from IGC 
for an aggregate purchase price of $2,300,000,000, less an amount equal 
to the ``Existing IPC Obligations'' (as described below), plus (or 
minus) the amount by which actual contributions made by Dynegy or any 
of its affiliates prior to the closing date for plan year 2004 with 
respect to certain pension plans exceeds (or is less than) $17,500,000, 
and plus or minus the change in adjusted working capital between 
September 30, 2003 and the closing date, as determined in accordance 
with the procedures set forth in the Amended SPA (the aggregate amount 
being the ``Purchase Price''). The Amended SPA allocates $125,000,000 
of the Purchase Price to the EEInc Shares and the balance 
($2,175,000,000, subject to the adjustments described above) to the 
Common Shares and the Preferred Shares.
    Applicants state that the term ``Existing IPC Obligations'' is 
defined in the Amended SPA to mean an amount equal to the sum of: (i) 
The unpaid principal amount of all short-term and long-term 
indebtedness (including current portion) for borrowed money of Illinois 
Power and any subsidiary of Illinois Power; (ii) the total liquidation 
preference of the 249,751 shares of preferred stock, $50 par value, of 
Illinois Power that are not owned by Illinova; (iii) any accrued and 
unpaid dividends on such shares of preferred stock, to the extent that 
dividends are in arrears; and (iv) any capital lease obligations of 
Illinois Power or any subsidiary of Illinois Power, in each case as of 
the date of closing, subject to certain adjustments related to the 
Transitional Funding Trust Notes, Series 1998-1, in the original amount 
of $864,000,000, issued by Illinois Power Special Purpose Trust. 
Applicants state that the Existing IPC Obligations as of September 30, 
2003, totaled $1,909,508,000.
    At closing, Ameren will pay $2,300,000,000 in cash, minus the sum 
of: (i) an amount equal to the Existing IPC Obligations and (ii) 
$100,000,000, which, subject to certain exceptions, will be deposited 
in escrow to secure certain indemnities from Dynegy under the Amended 
SPA relating to potential liabilities that Illinois Power faces, 
principally due to its former ownership of generating facilities now 
owned by Dynegy Midwest Generation, Inc.
    Applicants state that the Amended SPA provides that, no more than 
two days prior to closing, Dynegy and Illinova will cause the unpaid 
principal balance of and all accrued and unpaid interest on the 
Intercompany Note to be eliminated pursuant to the following steps, 
which will be part of the total recapitalization of Illinois Power, 
described below:
    1. The principal amount of the Intercompany Note will be reduced or 
offset by: (i) The amount of certain payables owed by Illinois Power to 
Illinova or other affiliates of Dynegy and (ii) the amount of interest 
that has been paid by Illinova to Illinois Power on the Intercompany 
Note that has not been earned, i.e., prepaid interest; and
    2. Dynegy and Illinova will, and Illinova will cause Illinois Power 
to, immediately following the reduction, eliminate or reduce the 
remaining Intercompany Note to zero, which Applicants state elimination 
or reduction may occur (in whole or in part) through one or more of the 
following: (i) Distribution of the Intercompany Note (net of any 
prepaid interest) to Dynegy or Illinova; (ii) a repurchase of common 
equity by Illinois Power from Illinova; (iii) the assignment of the 
Intercompany Note by Illinois Power after the balance has been reduced 
by the amount of any prepaid interest paid by Illinova to Dynegy or one 
of its affiliates and subsequent elimination of the Intercompany Note; 
(iv) a release of Illinova by Illinois Power from Illinova's remaining 
obligations under the Intercompany Note; or (v) other means reasonably 
acceptable to Dynegy and Ameren.
    Applicants state that the elimination of the Intercompany Note 
through these measures requires approval by the ICC.
    Applicants state that the Amended SPA also obligates Illinois Power 
to submit an application to FERC to join the MISO, conditioned on the 
closing of the Transaction. As part of the joint application filed with 
FERC, Illinois Power is requesting all necessary authorizations from 
FERC to transfer functional control over its transmission facilities to 
the MISO. Applicants state that, notwithstanding the language of the 
Amended SPA conditioning Illinois Power's joining the MISO on closing 
of the Transaction, Illinois Power has committed in the FERC 
application that it will transfer functional control over its 
transmission facilities to the MISO within a reasonable time after the 
FERC issues the requested orders without conditions that are 
unacceptable to the applicants, but prior to the closing. Applicants 
state that the obligations of the parties under the Amended SPA are 
subject to conditions precedent that are usual and customary for a 
transaction of this nature, including the receipt of required 
regulatory approvals from this Commission, the FERC, and the ICC. The 
Amended SPA may be terminated by Dynegy or Ameren if the closing shall 
not have occurred on or before December 31, 2004.

VI. Recapitalization of Illinois Power

    Applicants state that, after the Transaction closes, Ameren intends 
to complete the recapitalization of Illinois Power by infusing 
substantial equity into Illinois Power, the proceeds of which will be 
used by Illinois Power to retire debt, including $550 million principal 
amount of 11\1/2\% first mortgage bonds. Ameren states that it expects 
that these intercompany financing transactions will be exempt under 
rules 45(b)(4) and 52(a), as applicable. The Amended SPA obligates 
Ameren to commit to the ICC that it will eliminate at least $750 
million of Illinois Power's debt and that Ameren will cause Illinois 
Power's common equity to total capitalization ratio to be between 50% 
and 60% by December 31, 2006. As previously noted, Ameren expects that 
the recapitalized Illinois Power will receive an investment grade 
rating for its long-term debt from at least one of the major 
statistical rating organizations.
    In addition, Ameren requests authorization to acquire, from time to 
time during the Authorization Period, up to $300 million principal or 
face amount of the outstanding long-term debt securities and/or shares 
of preferred stock of Illinois Power or any subsidiary of Illinois 
Power. Ameren states that these securities would be purchased in open-
market purchases, through invitations for tenders, and/or through 
direct negotiations with the holders of the securities. Any securities 
that are acquired by Ameren may be held by Ameren until they mature or 
are

[[Page 39986]]

called, or, at Ameren's option, may be contributed to and canceled on 
the books of Illinois Power or its subsidiary, as the case may be and 
would not be reissued or resold by Ameren.

VII. Financing the Purchase Price

    Ameren intends to finance the cash portion of the Purchase Price 
and subsequent equity infusions in Illinois Power by issuing common 
stock and other securities under existing financing authority granted 
by order dated October 5, 2001 (HCAR No. 27449) (``October 2001 
Order'') or as authorized in a separate proceeding. Ameren has filed a 
``shelf'' Registration Statement on Form S-3 covering common stock and 
other long-term securities of Ameren that may be issued in accordance 
with its authorization in the October 2001 Order, and intends to file a 
new ``shelf'' Registration Statement in the near future.

VIII. Affiliate Transactions

A. Ameren Services

    By order dated December 30, 1997 (HCAR No. 26809) (``Merger 
Order'') the Commission authorized Ameren to organize and capitalize 
Ameren Services as a service company subsidiary, and authorized Ameren 
Services to provide AmerenUE, AmerenCIPS, and other companies in the 
Ameren system with administrative, management, engineering, 
construction, environmental, and other support services under a General 
Services Agreement (``GSA''). Ameren Services has entered into 
substantially identical GSAs with Ameren, AmerenUE, AmerenCIPS, 
AmerenCILCO, and certain of Ameren's Nonutility Subsidiaries. Under the 
Merger Order, Ameren Services is required to give written notice to the 
Commission at least 60 days prior to implementing any change in the 
type and character of the companies receiving services, the methods of 
allocating costs to associate companies, or the scope or character of 
services to be rendered.
    Ameren Services intends to enter into a substantially identical GSA 
with Illinois Power following completion of the Transaction. Applicants 
state that after the Transaction closes, Ameren Services will provide 
to Illinois Power administrative, management, and technical services 
substantially similar to those that it now provides to other Ameren 
system companies under the GSA, utilizing the same work order 
procedures and the same methods of allocating costs that are specified 
in the GSA. Subject to Ameren's commitment to the ICC regarding 
workforce reductions, certain employees of Illinois Power and its 
subsidiaries may be transferred to and become employees of Ameren 
Services.

B. Ameren Fuels

    By order dated April 5, 2001 (HCAR No. 27374), the Commission 
authorized Ameren Fuels to provide AmerenUE and AmerenCIPS fuel 
management services under the terms of a fuel and natural gas services 
agreement (``Fuel Services Agreement''). Ameren Fuels was authorized to 
provide AmerenCILCO with similar services by order dated Jan. 29, 2003 
(HCAR No. 27645). Under the Fuel Services Agreement, Ameren Fuels, as 
agent for its associate companies, manages all aspects of procurement, 
storage, transportation, and handling of coal, natural gas, and other 
fuels. Applicants state that these services include negotiating 
contracts with third parties, contract administration, regulatory 
reporting, and ash management services, among others. Applicants state 
that Ameren Fuels is reimbursed for all costs properly chargeable or 
allocable thereto, through a work order procedure and that this 
procedure complies with rules 90 and 91. Applicants state that Ameren 
Fuels is authorized under the Fuel Services Agreement to take title to 
and resell fuel to its associate companies, but solely in an agency 
capacity.
    In conjunction with the Transaction, Ameren Fuels proposes to enter 
into a separate Fuel Services Agreement with Illinois Power under which 
Ameren Fuels will manage gas supply resources for Illinois Power. 
Applicants state that these services will be provided at cost, in 
accordance with rules 90 and 91.

IX. Financing by Illinois Power

    Applicants state that the existing equity and long-term debt 
securities of Illinois Power, as described above, will remain 
outstanding after the Transaction closes. Applicants state that, in 
general, all securities issuances by Illinois Power, other than 
indebtedness with a final maturity of less than one year, renewable for 
a period of not more than two years, must be approved by the ICC. In 
addition, the ICC must approve borrowings by Illinois Power from any 
affiliated company. Applicants state that after Illinois Power becomes 
a subsidiary of Ameren, rule 52(a) will exempt from sections 6(a) and 7 
of the Act: (i) all external securities issued by Illinois Power, other 
than short-term indebtedness and (ii) all intercompany borrowings by 
Illinois Power.
    Applicants request authority for Illinois Power to issue and sell 
from time to time during the Authorization Period short-term debt 
securities to unaffiliated lenders, to enter into interest rate hedging 
transactions, and to become a participant in the Ameren System utility 
money pool (``Utility Money Pool''). Applicants state that Illinois 
Power will not engage in any financing transactions requested in this 
Application unless, on a pro forma basis taking into account the amount 
and types of the financing and the application of the proceeds thereof, 
common equity as a percentage of capitalization (including short-term 
debt and current maturities of long-term debt) is at least 30%.

A. External Short-Term Debt

    Applicants state that Illinois Power does not currently have any 
outstanding short-term debt (other than the current portion of long-
term debt) or maintain any credit lines. After becoming a subsidiary of 
Ameren, however, Illinois Power wishes to have the flexibility to 
establish credit lines and make short-term borrowings as needed to 
finance its operations and support working capital needs. Accordingly, 
Illinois Power requests authorization through to issue commercial paper 
and/or establish and make secured or unsecured short-term borrowings 
(i.e., maturities less than one year) under credit lines with banks or 
other institutional lenders from time to time during the Authorization 
Period, provided that the aggregate principal amount of commercial 
paper and borrowings by Illinois Power at any time outstanding under 
credit facilities when added to the aggregate amount of borrowings at 
any time by Illinois Power under the Utility Money Pool, described 
below, and direct borrowings at any time by Illinois Power from Ameren, 
will not exceed $500 million (``Short-Term Limit''). Subject to the 
Short-Term Limit, Illinois Power requests authority to sell commercial 
paper, from time to time, in established domestic or foreign commercial 
paper markets. Illinois Power states that the 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. Illinois Power anticipates that 
the commercial paper will be reoffered to investors such as commercial 
banks, insurance companies, pension funds, investment trusts, 
foundations, colleges

[[Page 39987]]

and universities, finance companies, and nonfinancial corporations.
    The issuance of secured short-term debt by Illinois Power would be 
limited to those circumstances in which Illinois Power can expect a 
savings in costs over the issuance of unsecured short-term debt or in 
which unsecured credit is unavailable, except at a higher cost than 
secured short-term debt. Illinois Power anticipates that the collateral 
offered as security for short-term debt would generally be limited to 
short-term assets, such as inventory and/or accounts receivable.
    Illinois Power also proposes to establish credit lines with banks 
or other institutional lenders and other credit arrangements and/or 
borrowing facilities generally available to borrowers with comparable 
credit ratings as it deems appropriate in light of its needs and 
existing market conditions providing for revolving credit or other 
loans and having commitment periods not longer than the Authorization 
Period. Illinois Power states that only the amounts drawn and 
outstanding under these agreements and facilities will be counted 
against the Short-Term Limit. The effective cost of money on all 
external short-term borrowings by Illinois Power 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 LIBOR that is consistent with similar securities of comparable 
credit quality and maturities issued by other companies.
    Illinois Power represents that, except for securities issued for 
the purpose of funding Utility Money Pool operations, it will not issue 
any short-term debt securities in reliance upon the authorization 
granted by the Commission under this Application, unless: (i) The 
security to be issued, if rated, is rated investment grade, (ii) all 
outstanding securities of Illinois Power that are rated are rated 
investment grade, and (iii) all outstanding securities of Ameren that 
are rated are rated investment grade. For purposes of this provision, a 
security will be deemed to be rated ``investment grade'' if it is rated 
investment grade by at least one ``nationally recognized statistical 
rating organization,'' as that term is used in paragraphs 
(c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Securities Exchange 
Act of 1934, as amended. Illinois Power requests that the Commission 
reserve jurisdiction over the issuance of any short-term debt 
securities that are rated below investment grade.

B. Participation in Utility Money Pool

    By order dated February 27, 2003 in (HCAR No. 27655), as 
supplemented by order dated September 15, 2003 (HCAR No. 27721) 
(``Money Pool Order''), Ameren is authorized to fund loans to AmerenUE, 
AmerenCIPS, AmerenCILCO, and Ameren Services through the Utility Money 
Pool in order to provide for the short-term cash and working capital 
needs of these companies. In addition, Applicants state that AmerenUE, 
AmerenCIPS, AmerenCILCO, and Ameren Services are authorized to make 
unsecured short-term borrowings from the Utility Money Pool, to 
contribute surplus funds to the Utility Money Pool, and to lend and 
extend credit to (and acquire promissory notes from) one another 
through the Utility Money Pool. Ameren may not make borrowings under 
the Utility Money Pool. If surplus funds made available by the 
participants in the Utility Money Pool (i.e., ``Internal Funds'') are 
used to fund loans to eligible borrowers, the interest rate applicable 
to such loans is equal to the CD yield equivalent of the 30-day Federal 
Reserve ``AA'' Non-Financial commercial paper composite rate. If 
proceeds from external borrowings by any participant in the Utility 
Money Pool (i.e., ``External Funds'') are used to fund loans to 
eligible borrowers, the interest rate is equal to the lending company's 
cost of borrowing. In cases where both Internal Funds and External 
Funds are used to fund loans to eligible borrowers, the applicable 
interest rate is a composite rate equal to the weighted average of the 
Internal Funds and External Funds.
    Illinois Power requests authorization to become a party to the 
Utility Money Pool Agreement after the closing of the Transaction on 
the same basis as AmerenUE, AmerenCIPS, and AmerenCILCO. Applicants 
state that borrowings by Illinois Power under the Utility Money Pool 
must be approved by the ICC and therefore will be exempt under rule 
52(a).

C. Interest Rate Hedging Transactions

    Illinois Power requests authorization to enter into interest rate 
hedging transactions (``Interest Rate Hedges'') with respect to 
outstanding long-term and short-term indebtedness, subject to certain 
limitations and restrictions, in order to reduce or manage its 
effective interest rate cost. Illinois Power would employ interest rate 
derivatives as a means of prudently managing the risk associated with 
any of its outstanding debt issued pursuant to this authorization or an 
applicable exemption by, in effect, synthetically (i) converting 
variable rate debt to fixed rate debt, (ii) converting fixed rate debt 
to variable rate debt, and (iii) limiting the impact of changes in 
interest rates resulting from variable rate debt. Illinois Power states 
that in no case will the notional principal amount of the underlying 
debt instrument any interest rate swap exceed the face value of the 
underlying debt instrument and related interest rate exposure. 
Transactions will be entered into for a fixed or determinable period, 
thus, Illinois Power will not engage in speculative transactions. 
Interest Rate Hedges (other than exchange-traded interest rate futures 
contracts) 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, Inc. Illinois Power 
states that Interest Rate Hedges will involve the use of financial 
instruments commonly used in today's capital markets, such as exchange-
traded interest rate futures contracts and over-the-counter interest 
rate swaps, caps, collars, floors, swaptions, and structured notes 
(i.e., a debt instrument in which the principal and/or interest 
payments are indirectly linked to the value of an underlying asset or 
index), or transactions involving the purchase or sale, including short 
sales, of U.S. Treasury or U.S. governmental (e.g., Fannie Mae) 
obligations, or LIBOR-based swap instruments. The transactions would be 
for fixed periods and stated notional amounts. 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, Illinois Power requests authorization to enter into 
interest rate hedging transactions with respect to anticipated debt 
offerings (``Anticipatory Hedges''), subject to certain limitations and 
restrictions. Illinois Power states that Anticipatory Hedges (other 
than exchange-traded interest rate futures contracts) 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 through: (i) A forward sale of exchange-traded U.S. 
Treasury futures contracts, U.S. Treasury

[[Page 39988]]

securities and/or a forward swap (each a ``Forward Sale''), (ii) the 
purchase of put options on U.S. Treasury securities (``Put Options 
Purchase''), (iii) a Put Options Purchase in combination with the sale 
of call options on U.S. Treasury securities (``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, 
structured notes, 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 traded on the Chicago Board of Trade or other financial 
exchange, 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. Illinois Power will determine 
the optimal structure of each Anticipatory Hedge transaction at the 
time of execution.
    Illinois Power states 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, Illinois 
Power states that it 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.

D. Organization and Acquisition of Financing Subsidiaries

    Illinois Power requests authorization to acquire, directly or 
indirectly, the common stock or other equity securities of one or more 
entities (``Financing Subsidiaries'') formed exclusively for the 
purpose of facilitating the issuance of long-term debt and/or preferred 
securities and for the loan or other transfer of the proceeds thereof 
to Illinois Power. In connection with any such financing transactions, 
Illinois Power proposes to enter into one or more guarantees or other 
credit support agreements in favor of its Financing Subsidiary. 
Illinois Power also requests authorization to enter into an expense 
agreement (``Expense Agreement'') with any Financing Subsidiary, under 
which it would agree to pay all expenses of Financing Subsidiary. In 
cases where it is necessary or desirable to ensure legal separation for 
purposes of isolating a Financing Subsidiary from its parent for 
bankruptcy purposes, the ratings agencies may require that any Expense 
Agreement whereby the parent provides services related to the financing 
to the Financing Subsidiary be at a price, not to exceed a market 
price, consistent with similar services for parties with comparable 
credit quality and terms entered into by other companies so that a 
successor service provider could assume the duties of the parent in the 
event of the bankruptcy of the parent without interruption or an 
increase of fees. Therefore, Illinois Power requests approval under 
section 13(b) of the Act and rules 87 and 90 to provide the services 
described in this paragraph at a fee not to exceed a market price but 
only for so long as the Expense Agreement established by the Financing 
Subsidiary is in place.
    Illinois Power states that any Financing Subsidiary organized under 
the authority granted in this proceeding shall be organized only if, in 
management's opinion, the creation and utilization of such Financing 
Subsidiary will likely result in tax efficiencies, increased access to 
capital markets and/or lower cost of capital for Illinois Power. No 
Financing Subsidiary shall acquire or dispose of, directly or 
indirectly, any interest in any ``utility asset,'' as that term is 
defined under the Act.
    Illinois Power also requests authorization to issue to any 
Financing Subsidiary, at any time or from time to time in one or more 
series, unsecured debentures, unsecured promissory notes, or other 
unsecured debt instruments (individually, a ``Note'' and, collectively, 
the ``Notes'') governed by an indenture or indentures or other 
documents. Illinois Power proposes that the Financing Subsidiary will 
apply the proceeds of any external financing by such Financing 
Subsidiary plus the amount of any equity contribution made to it from 
time to time to purchase the Notes. The terms (e.g., interest rate, 
maturity, amortization, prepayment terms, default provisions, etc.) of 
any Notes would generally be designed to parallel the terms of the 
securities issued by the Financing Subsidiary to which the Notes 
relate.

X. Accounting Treatment for the Transaction; Impact on Rates

    In accordance with Statement of Financial Accounting Standards 
(``SFAS'') No. 141, ``Business Combinations,'' Ameren states that it 
will use the purchase method of accounting for the Transaction. Under 
this method of accounting, the total cost of acquiring Illinois Power 
will be assigned to the tangible and identifiable intangible assets 
acquired and liabilities assumed in the Transaction on the basis of 
their fair values on the date of the acquisition. Any premium (i.e., 
the excess of the cost over the fair values of the net assets acquired) 
will be recorded as goodwill. In this case, Ameren intends to ``push 
down'' the purchase accounting and establish a new basis of accounting 
for the stand-alone financial statements of Illinois Power. Ameren 
expects that, for accounting purposes, the goodwill recorded on 
Illinois Power's books as a result of the Transaction will generally 
remain unchanged, but it will be reviewed for potential impairment on a 
regular basis in accordance with SFAS No. 141 and SFAS No. 142, 
``Goodwill and Other Intangible Assets.''
    Ameren states that, in the ICC application, Ameren has committed to 
reverse the balance sheet and income statement impacts of the purchase 
accounting entries ``pushed down'' to the financial statements of 
Illinois Power so that there will be no impact on Illinois Power's rate 
base, cost of service or any other factor upon which Illinois Power's 
rates will be determined in future ICC proceedings, with the exception 
that Illinois Power is requesting ICC authorization to amortize ratably 
over the period 2005 `` 2010 no less than $100 million of costs 
incurred to carry out the Transaction, and to recover the unamortized 
portion over the period 2007 `` 2010. Under the Amended SPA, it is a 
condition precedent to Ameren's obligation to consummate the 
Transaction that the ICC approve the ``push down'' of the purchase 
accounting entries to the financial statements of Illinois Power, 
subject to the foregoing commitments regarding rate impacts.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-14970 Filed 6-30-04; 8:45 am]
BILLING CODE 8010-01-P