|
FORM
8-K
|
|
February
10 , 2006
|
|
Commission
File Number
|
Exact
Name of Registrant as Specified in Charter;
State
of Incorporation;
Address
and Telephone Number
|
IRS
Employer
Identification
Number
|
|
|
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
|
|
1-2967
|
Union
Electric Company
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
43-0559760
|
|
1-3672
|
Central
Illinois Public Service Company
(Illinois
Corporation)
607
East Adams Street
Springfield,
Illinois 62739
(217)
523-3600
|
37-0211380
|
|
333-56594
|
Ameren
Energy Generating Company
(Illinois
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
37-1395586
|
|
2-95569
|
CILCORP
Inc.
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-1169387
|
|
1-2732
|
Central
Illinois Light Company
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5271
|
37-0211050
|
|
1-3004
|
Illinois
Power Company
(Illinois
Corporation)
370
South Main Street
Decatur,
Illinois 62523
(217)
424-6600
|
37-0344645
|
|
·
|
Authorized
the payment of cash bonus awards under the 2005 Ameren Executive
Incentive
Plan (a copy of which was filed as Exhibit 10.2 to Ameren’s combined
Current Report on Form 8-K dated February 14, 2005) to the chief
executive officer and the four most highly compensated executive
officers
other than the chief executive officer (collectively, the “Named Executive
Officers”) of Ameren and its subsidiaries, including Union Electric
Company, doing business as AmerenUE (“UE”), Central Illinois Public
Service Company, doing business as AmerenCIPS (“CIPS”), Ameren Energy
Generating Company (“Genco”), CILCORP Inc. (“CILCORP”), Central Illinois
Light Company, doing business as AmerenCILCO (“CILCO”) and Illinois Power
Company, doing business as AmerenIP (“IP”), collectively referred to as
the “Registrants.” A table setting forth the cash bonus awards to these
Named Executive Officers is attached as Exhibit 10.1 and is incorporated
herein by reference.
|
| · |
Established
the 2006 Ameren Executive Incentive Plan to provide for the payment
of
cash bonus awards to the Named Executive Officers in 2007 based
on 2006
corporate results and business line and individual performance.
The 2006
Ameren Executive Incentive Plan is attached as Exhibit 10.2 and
is
incorporated herein by reference.
|
| · |
Adopted
a new incentive compensation plan, called the 2006 Omnibus Incentive
Compensation Plan, subject
|
|
to
approval by Ameren’s shareholders at its 2006 annual meeting scheduled to
be held on May 2, 2006. This plan was adopted to replace, on a
prospective basis, the Ameren Long-Term Incentive Plan of 1998
(a copy of
which was filed as Exhibit 10.1 to Ameren’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1998) which was
previously approved by Ameren shareholders and expires on April
1, 2008.
The 2006 Omnibus Incentive Compensation Plan, which will be fully
described in and appended to Ameren’s definitive proxy statement for its
2006 annual meeting of shareholders to be filed with the Securities
and
Exchange Commission (“SEC”) pursuant to SEC Regulation 14A,
retains many of the features of the Ameren Long-Term Incentive
Plan of
1998 plus provides new features that allow greater flexibility,
such as
performance units denominated in dollars, restricted stock units,
cash-based awards and other stock-based awards. While all employees
will
be eligible to receive awards under the 2006 Omnibus Incentive
Compensation Plan, Ameren’s Human Resources Committee, which will
administer this plan, currently expects that approximately 180
employees,
including the Named Executive Officers, will initially participate
in the
plan. Ameren’s Board of Directors currently expects that all
non-management directors will also initially participate in the
plan. The
2006 Omnibus Incentive Compensation Plan is attached as Exhibit
10.3 and
is incorporated herein by
reference.
|
| · |
Authorized
the issuance pursuant to the 2006 Omnibus Incentive Compensation
Plan of
performance share units to the Named Executive Officers, subject
to
shareholder approval of the plan as discussed above. Each performance
share unit represents the right to receive a share of Ameren’s common
stock assuming certain performance criteria are achieved. The actual
number of performance share units earned will vary from 0 percent
to 200
percent of the target number of performance share units granted
to each
Named Executive Officer, based primarily on the Company’s three-year total
shareholder return (“TSR”) relative to a utility peer group and continued
employment during the three-year period. Once earned, performance
share
units continue to rise and fall in value with Ameren’s common stock price
for two years, at which time the performance share units are paid
in
Ameren’s common stock. Dividends on performance share units will accrue
and be reinvested into additional performance share units throughout
the
three-year performance share period. Dividends will be paid on
a current
basis during the two-year holdback period. Because these performance
share
units will be earned only if performance goals over performance
periods
are attained, the amounts, if any, that will be payable to the
Named
Executive Officers pursuant to the performance share unit awards
described
above are not determinable at this
time.
|
| · |
The
number of performance share units issued to each Named Executive
Officer
pursuant to the 2006 Omnibus Incentive Compensation Plan, subject
to
shareholder approval of the plan, is set forth in the table referred
to
above and attached as Exhibit 10.1. The form of performance share
unit
award is attached as Exhibit 10.4 and is incorporated herein by
reference.
The award agreements between Ameren and each of the Named Executive
Officers provide that upon the occurrence of a “Change of Control” as
defined in the Amended and Restated Ameren Change of Control Severance
Plan referred to below (i) if Ameren continues to exist and its
common
stock is traded on the New York Stock Exchange (“NYSE”) or NASDAQ Stock
Market (“NASDAQ”) (A) voluntary terminations of employment prior to the
end of the performance period or terminations for “Cause” (as defined in
the Plan referred to below) at any time prior to pay out of shares
result
in forfeiture of awards, (B) involuntary terminations of employment
or
terminations for “Good Reason” (as defined in the Plan referred to below)
during the performance period do not change the manner in which
awards are
earned and become vested and such awards will be paid in shares
of Ameren
common stock on January 1, 2009 or as soon as practicable thereafter
and
(C) involuntary terminations of employment or terminations for
“Good
Reason” after the performance period result in an immediate payment of
earned and vested shares of Ameren common stock and (ii) which
occurs on
or before December 31, 2008, if Ameren ceases to exist or its common
stock is no longer traded on the NYSE or NASDAQ, the 2006 Omnibus
Incentive Compensation Plan will be terminated and (A) the target
number
of performance share units together with accrued dividends thereon
will be
converted into nonqualified deferred compensation which will accrue
interest at the prime rate as provided in the award agreement and,
assuming continued employment, such amount will vest and be paid
out on
December 31, 2008, (B) voluntary terminations of employment or
terminations for “Cause” result in forfeiture of the amounts described
above in (ii)(A) and (C) involuntary terminations of employment
or
terminations for “Good Reason” result in an immediate payment of the
amounts described above in (ii)(A) (except as otherwise provided
in the
awards). The award agreements provide that if a “Change of Control” occurs
after December 31, 2008 and Ameren ceases to exist or its common
stock is
no longer traded on the NYSE or
|
|
NASDAQ,
the Named Executive Officers will receive an immediate distribution
of
cash equal to the value of one share of Ameren common stock multiplied
by
the number of earned performance share
units.
|
| · |
Adopted
an Amended and Restated Ameren Change of Control Severance Plan
effective
February 10, 2006, to replace Ameren’s Change of Control Severance Plan (a
copy of which was filed as Exhibit 10.2 to Ameren’s Annual Report on Form
10-K for the fiscal year ended December 31, 1998). The Amended
and
Restated Change of Control Severance Plan retains many of the features
of
the predecessor plan but includes the following principal revisions:
(i)
revises the definition of “Cause” to expand the bases which permit the
termination of the Named Executive Officer’s employment after a “Change of
Control” without requiring Ameren to pay separation benefits under the
plan; (ii) revises the definition of “Good Reason” to clarify the bases
upon which, and impose limitations on, the ability of a Named Executive
Officer to terminate his or her employment after a “Change of Control” and
receive separation benefits under the plan; (iii) revises the definition
of “Change of Control” (A) to reduce from more than 80 percent to more
than 60 percent the minimum required percentage of continuing ownership
of
outstanding shares of Ameren’s common stock and outstanding Ameren voting
securities following certain business combinations in order not
to trigger
a “Change of Control” and (B) to provide that a “Change of Control” will
not occur solely because a person acquires more than the permitted
amount
of the then outstanding shares of Ameren’s common stock or outstanding
Ameren voting securities as a result of the acquisition of shares
of
common stock or voting securities by Ameren, which has the effect
of
increasing the proportional number of shares owned by such person;
(iv)
reduces from three years to two years the period after a “Change of
Control” during which period if a Named Executive Officer’s employment is
terminated without Cause or by the Named Executive Officer for
Good
Reason, the Named Executive Officer will be entitled to separation
benefits under the plan; (v) provides that if a Named Executive
Officer’s
employment is terminated by Ameren without Cause prior to the date
of a
“Change of Control” either (A) at the request of a third party who has
indicated an intention or taken steps to effect a “Change of Control” or
(B) otherwise in connection with or in anticipation of, a “Change of
Control” which has been threatened or proposed, such termination is deemed
to have occurred after a “Change of Control” for purposes of the plan,
provided a “Change of Control” occurs; and (vi) limits Ameren’s obligation
in certain circumstances to reimburse a Named Executive Officer
for
certain excise taxes on payments received under the
plan.
|
| · |
Adopted,
effective February 10, 2006, the First Amendment to the Ameren
Long-Term
Incentive Plan of 1998 (referred to above) to reflect the definition
of
“Change in Control” established by the Amended and Restated Ameren Change
of Control Severance Plan (referred to above). The First Amendment
to the
Ameren Long-Term Incentive Plan of 1998 is attached as Exhibit
10.6 and is
incorporated herein by reference.
|
| · |
With
respect to restricted stock awards previously issued to the Named
Executive Officers and other key employees pursuant to the Ameren
Long-Term Incentive Plan of 1998, approved, effective March 1, 2006,
the elimination of stock ownership requirements as a condition
to vesting
in restricted shares and the change of the retirement age for vesting
purposes from age 65 to age 62 to facilitate the transition from
the
Long-Term Incentive Plan of 1998, as amended, to the 2006 Omnibus
Incentive Compensation Plan discussed
above.
|
|
Exhibit
Number:
|
Title:
|
|
10.1
|
Table
of 2005 Cash Bonus Awards and 2006 Performance Share Unit Awards
Issued to
Named Executive Officers
|
|
10.2
|
2006
Ameren Executive Incentive Plan
|
|
10.3
|
2006
Omnibus Incentive Compensation Plan
|
|
10.4
|
Form
of Performance Share Unit Award Issued Pursuant to 2006
Omnibus
Incentive
Compensation Plan
|
|
10.5
|
Amended
and Restated Ameren Corporation Change of Control Severance
Plan
|
|
10.6
|
First
Amendment to the Ameren Corporation Long-Term Incentive Plan of
1998
|
|
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)
|
||
|
ILLINOIS
POWER
COMPANY
(Registrant)
|
||
| |
|
|
| /s/ Martin J. Lyons | ||
|
Martin J. Lyons |
||
|
Vice
President and Controller
(Principal Accounting
Officer)
|
||
|
Exhibit
Number:
|
Title:
|
|
10.1
|
Table
of 2005 Cash Bonus Awards and 2006 Performance Share Unit Awards
Issued to
Named Executive Officers
|
|
10.2
|
2006
Ameren Executive Incentive Plan
|
|
10.3
|
2006
Omnibus Incentive Compensation Plan
|
|
10.4
|
Form
of Performance Share Unit Award Issued Pursuant to 2006
Omnibus
Incentive
Compensation Plan
|
|
10.5
|
Amended
and Restated Ameren Corporation Change of Control Severance
Plan
|
|
10.6
|
First
Amendment to the Ameren Corporation Long-Term Incentive Plan of
1998
|