SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 23, 2004
Exact Name of Registrant as specified
in its charter;
Commission State of Incorporation; IRS Employer
File Number Address and Telephone Number Identification No.
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1-14756 Ameren Corporation 43-1723446
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-2967 Union Electric Company 43-0559760
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-3672 Central Illinois Public Service Company 37-0211380
(Illinois Corporation)
607 East Adams Street
Springfield, Illinois 62739
(217) 523-3600
333-56594 Ameren Energy Generating Company 37-1395586
(Illinois Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
2-95569 CILCORP Inc. 37-1169387
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
1-2732 Central Illinois Light Company 37-0211050
(Illinois Corporation)
300 Liberty Street
Peoria, Illinois 61602
(309) 677-5230
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 23, 2004, Ameren Corporation ("Ameren") entered into an
amendment (the "First Amendment") to the Stock Purchase Agreement, dated as of
February 2, 2004, among Ameren, Dynegy Corporation ("Dynegy") and certain
subsidiaries of Dynegy, setting forth the terms and conditions pursuant to which
Ameren will acquire Illinois Power Company ("IPC"), a subsidiary of Dynegy, and
Dynegy's 20 percent interest in Electric Energy, Inc. The Stock Purchase
Agreement is included as an exhibit to the registrant's Form 8-K filed on
February 3, 2004. The First Amendment modifies certain schedules and certain
ancillary agreements to the Stock Purchase Agreement, and extends the period for
certain pre-closing actions to be taken by the parties. In addition, on March
24, 2004, Ameren and IPC jointly filed with the Illinois Commerce Commission
their request for expedited review and approval of the transactions contemplated
by the Stock Purchase Agreement, as amended by the First Amendment. The
acquisition is also subject to the approval of the Federal Energy Regulatory
Commission, the Securities and Exchange Commission, the Federal Communications
Commission and to the expiration of the waiting period under the
Hart-Scott-Rodino Act. The remaining regulatory filings are expected to be made
within the next several weeks.
Included as Exhibit 2.1 is the text of the First Amendment, which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) The following exhibits are included with this Report:
Exhibit
No. Description
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2.1 Amendment No. 1 to Stock Purchase Agreement, dated as of
March 23, 2004, among Ameren, Dynegy, Illinova
Corporation and Illinova Generating Company.
The combined Form 8-K is being filed separately by Ameren, Union
Electric Company, Central Illinois Public Service Company, Ameren Energy
Generating Company, CILCORP Inc. and Central Illinois Light Company
(Registrants). Information contained herein relating to any individual
registrant has been filed by such registrant on its own behalf. No registrant
makes any representation as to information relating to any other registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, each registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized. The signature for each undersigned company shall be deemed to
relate only to matters having reference to such company or its subsidiaries.
AMEREN CORPORATION
(Registrant)
/s/ Martin J. Lyons
------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
UNION ELECTRIC COMPANY
(Registrant)
/s/ Martin J. Lyons
------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/ Martin J. Lyons
------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
AMEREN ENERGY GENERATING COMPANY
(Registrant)
/s/ Martin J. Lyons
------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
CILCORP Inc.
(Registrant)
/s/ Martin J. Lyons
------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
Central Illinois Light Company
(Registrant)
/s/ Martin J. Lyons
------------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer)
Date: March 24, 2004
Exhibit Index
Exhibit No. Description
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2.1 Amendment No. 1 to Stock Purchase Agreement, dated as of March 23,
2004, among Ameren, Dynegy, Illinova Corporation and Illinova
Generating Company.
Exhibit 2.1
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1, dated as of March 23, 2004, to the STOCK PURCHASE
AGREEMENT, dated as of February 2, 2004, is entered into by and among Ameren
Corporation, a Missouri corporation ("Purchaser"), Illinova Corporation, an
Illinois corporation ("Seller"), Illinova Generating Company, an Illinois
corporation ("IGC"), and Dynegy Inc., an Illinois corporation ("Dynegy").
Dynegy, IGC and Seller are referred to herein as the "Dynegy Parties".
W I T N E S S E T H:
WHEREAS, Purchaser and the Dynegy Parties entered into a Stock Purchase
Agreement, dated February 2, 2004 (the "Original Agreement"), providing for the
sale to Purchaser of all of the capital stock of Illinois Power Company, an
Illinois corporation, held by Seller, and IGC's 20% share of Electric Energy,
Inc., an Illinois corporation; and
WHEREAS, Purchaser and the Dynegy Parties wish to amend the Original
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual terms,
conditions and agreements set forth herein, the parties hereto hereby agree as
follows:
Section 1 Defined Terms. All capitalized terms used and not
defined herein have the meanings set forth in the Original Agreement.
Section 2 Amendments to Section 1.1.
A. The definition of "Ancillary Agreements" included
in Section 1.1 of the Original Agreement is amended to add the
following after the reference to the "Tier 2 Memorandum,":
"the Interim PPA Rider,".
B. Section 1.1 of the Original Agreement is amended
to add the following definition after the definition of
Intercompany Note:
""Interim PPA Rider" means the agreement between DMG
and IPC in the form of Exhibit I, with such changes as may be
required by Governmental Authorities as a condition to
approving the transactions or any portion thereof contemplated
by this Agreement and the Ancillary Agreements that are
required to be accepted by Seller or by Purchaser, pursuant to
the provisions of Section 5.3 or are otherwise accepted by
Seller and by Purchaser.".
Section 3 Amendment to Section 5.21. Section 5.21(b) of the
Original Agreement is amended by changing the reference to "30 days" in
the second sentence to "90 days".
Section 4 Amendment to Section 8.2(j). Section 8.2(j) of the
Original Agreement is amended by deleting such Section and replacing it
with the following:
"Solely if the Closing occurs after September 10, 2004, the
Tilton Assets, or IPC's rights, interests, assets,
liabilities and obligations with respect to the electric
generating equipment and real estate at the Tilton Energy
Center, shall have been transferred to DMG and IPC shall have
no remaining obligations with respect to the Tilton Assets.
For avoidance of doubt, it is the intent of this Section
8.2(j) that all of IPC's rights, interest, assets,
liabilities and obligations with respect to the Tilton
Assets, or IPC's rights, interests, assets, liabilities and
obligations with respect to the electric generating equipment
and real estate at the Tilton Energy Center, shall have been
transferred to or otherwise come to be held by DMG, excluding
only those rights, interests, assets, liabilities and
obligations of IPC as a public utility that are necessary for
the continued operation by DMG of the Tilton Energy Center,
including IPC's rights, interests, assets, liabilities and
obligations under the Interconnection Agreement and the gas
service contracts listed on Schedule 3.19. Nothing herein
shall preclude DMG from acquiring the Tilton Assets, or the
electric generating equipment and real estate at the Tilton
Energy Center, at any time prior to September 10, 2004."
Section 5 Amendment to Schedule 5.3(b). Schedule 5.3(b) to the
Original Agreement is amended as set forth in Exhibit 1 hereto.
Section 6 Amendment to Schedule 5.15. Schedule 5.15 to the
Original Agreement is amended as set forth in Exhibit 2 hereto.
Section 7 Amendment to Schedule 8.1(b). Schedule 8.1(b) to
the Original Agreement is amended as set forth in Exhibit 3 hereto.
Section 8 Amendment to Schedule 8.2(b). Schedule 8.2(b) to the
Original Agreement is amended as set forth in Exhibit 4 hereto.
Section 9 Amendment to Exhibit B. Exhibit B to the Original
Agreement is amended by changing the reference to "thirty (30) days" in
the bracketed note at the top of page 1 of Exhibit B to "ninety (90)
days".
Section 10 Amendment to Exhibit F. Exhibit F to the Original
Agreement is amended by replacing the agreement attached as Exhibit F
with the Form of Blackstart Agreement attached hereto as Exhibit 5.
Section 11 Addition of Exhibit I. The Original Agreement is
amended by adding, immediately following Exhibit H, a new Exhibit I
containing the form of Interim PPA Rider attached hereto as Exhibit 6.
Section 12 No Other Amendments. Except as set forth herein,
the Original Agreement remains in full force and effect.
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Section 13 Counterparts. This Agreement may be executed in one
or more counterparts, and by the parties in separate counterparts, each
of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Seller, IGC, Dynegy and Purchaser have caused
this Amendment No. 1 to the Original Agreement to be executed as of the
date first written above by their respective officers thereunto duly
authorized.
ILLINOVA CORPORATION
By: /s/ Robert T. Ray
--------------------------------
Name: Robert T. Ray
Title: Senior Vice President &
Treasurer
ILLINOVA GENERATING COMPANY
By: /s/ Robert T. Ray
--------------------------------
Name: Robert T. Ray
Title: Senior Vice President &
Treasurer
DYNEGY INC.
By: /s/ Robert T. Ray
--------------------------------
Name: Robert T. Ray
Title: Senior Vice President &
Treasurer
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Senior Vice President,
Regulatory Policy, General
Counsel & Secretary
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