Ameren Combined 8-K dated June 1, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported):
|
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
|
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
8.01
Other Events.
On
May
30, 2006, Ameren Corporation (“Ameren”) initiated steps to revise its multi-year
committed credit facilities. Ameren currently has two committed bank credit
facilities totaling $1.5 billion. Subject to final negotiations, execution
of
definitive agreements and receipt of necessary regulatory approvals, Ameren
and
certain of its subsidiaries plan to amend and terminate existing credit
facilities and enter into a new facility for its Illinois operations as
described below.
Ameren,
its subsidiaries, Union Electric Company, doing business as AmerenUE (“UE”),
Central Illinois Public Service Company, doing business as AmerenCIPS (“CIPS”),
Central Illinois Light Company, doing business as AmerenCILCO (“CILCO”), Ameren
Energy Generating Company (“Genco”) and Illinois Power Company, doing business
as AmerenIP (“IP”), and the agent banks under the $1.15 billion Five-Year
Revolving Credit Agreement dated as of July 14, 2005 (the “Multi-Borrower Credit
Agreement”) have agreed to certain amendments to the Multi-Borrower Credit
Agreement. Effectiveness of the amendments is conditioned on receipt of
necessary consents of the lending banks under the Multi-Borrower Credit
Agreement. A copy of the Multi-Borrower Credit Agreement was filed as Exhibit
10.1 to Ameren’s combined Current Report on Form 8-K filed on July 15, 2005 (the
“July 15, 2005 Form 8-K”).
Related
to the proposed amendments to the Multi-Borrower Credit Agreement and subject
to
the terms of a commitment letter dated May 30, 2006, CIPS, CILCO and IP
(collectively, the “Ameren Illinois Utilities”), AmerenEnergy Resources
Generating Company (“AERG”) and CILCORP Inc. (“CILCORP”) (collectively with the
Ameren Illinois Utilities, the “Illinois Facility Borrowers”) propose to obtain
a separate, multi-year senior secured credit facility in an aggregate principal
amount of $500 million (the “Illinois Facility”). Effectiveness of the Illinois
Facility is subject to negotiation of a definitive agreement with the lending
banks and, with respect to the Ameren Illinois Utilities, receipt of necessary
regulatory approvals. The term of the Illinois Facility is expected to be
approximately 3-1/2 years.
Ameren
will be required to terminate its $350 million Amended and Restated Five-Year
Revolving Credit Agreement dated as of July 14, 2005 in order for the amendments
to the Multi-Borrower Credit Agreement to become effective and as a condition
to
closing the Illinois Facility. Such termination will be without any
early
termination
penalty. A copy of the $350 million Amended and Restated Five-Year Revolving
Credit Agreement dated as of July 14, 2005 was filed as Exhibit 10.2 to the
July
15, 2005 Form 8-K.
Under
the
proposed revisions, each Ameren Illinois Utility will continue to be a borrower
under, and subject to the covenants of, the amended Multi-Borrower Credit
Agreement until it satisfies all conditions to availability under the Illinois
Facility, at which time it will become a borrower under the Illinois Facility
(and become subject to the covenants therein), cease to be a party to the
amended Multi-Borrower Credit Agreement and repay all its loans, and transfer
to
the Illinois Facility all letters of credit outstanding for its account, under
the amended Multi-Borrower Credit Agreement. From and after the time each Ameren
Illinois Utility ceases to be a borrower under the amended Multi-Borrower Credit
Agreement, (i) restrictions will apply limiting investments in and other
transfers to such Ameren Illinois Utility and its subsidiaries by Ameren and
certain subsidiaries and (ii) such Ameren Illinois Utility and its subsidiaries
will be excluded for purposes of determining compliance with the 65% total
consolidated indebtedness to total consolidated capitalization financial
covenant that will remain in the amended Multi-Borrower Credit Agreement. Under
the amended Multi-Borrower Credit Agreement, Ameren will continue to have $1.15
billion of borrowing availability, UE will have $500 million of borrowing
availability and Genco will have $150 million of borrowing availability.
Pursuant
to the current terms of the Multi-Borrower Credit Agreement, the availability
of
loans thereunder will cease for the Ameren Illinois Utilities on July 13, 2006
whether or not the Illinois Facility is then in place. Subject to the conditions
described herein, Ameren expects the proposed amendments to the Multi-Borrower
Credit Agreement and the Illinois Facility to be effective by early July 2006.
Notwithstanding the timing of the effectiveness of the Illinois Facility and
the
availability under the Multi-Borrower Credit Agreement, the Ameren Illinois
Utilities will continue to have access to short-term funding via Ameren’s
utility money pool and other intercompany borrowing arrangements. The term
of
the Multi-Borrower Credit Agreement will not change for Ameren (current
termination date of July 14, 2010) and UE and Genco will continue to be subject
to the provision to obtain annual renewals of their termination dates (currently
July 13, 2006).
The
obligations of each Illinois Facility Borrower will be several and not joint,
and the maximum amount available to each company, including for issuance of
letters of credit on its behalf, is expected to be limited as follows: CIPS
-
$135 million, CILCO - $150 million, IP - $150 million, AERG - $200 million
and
CILCORP - $50 million. The Illinois Facility Borrowers will use the proceeds
of
any borrowings for working capital and other general corporate purposes;
however, a portion of the borrowings by AERG may be limited to financing or
refinancing the development, management and/or operation of any of its projects
or assets.
Borrowings
under the Illinois Facility will bear interest, at the election of the borrower,
at (1) a Eurodollar rate plus a margin applicable to the particular borrowing
company or (2) a rate equal to the higher of the prime rate of JPMorgan Chase
Bank, N.A or the federal funds effective rate plus ½% per year, plus a margin
applicable to the particular borrowing company.
The
obligations of the Ameren Illinois Utilities under the Illinois Facility will
be
secured by the issuance of mortgage bonds by each such utility under its
respective mortgage indenture. The obligations of CILCORP will be secured by
a
pledge of the common stock of CILCO (which pledge will be on an equal and
ratable basis with the pledge of such common stock by CILCORP to secure its
9.375% senior bonds and 8.70% senior notes). The obligations of AERG under
the
Illinois Facility will be secured by a mortgage and security interest in its
E.D. Edwards and Duck Creek generating stations and related licenses, permits
and similar rights. The Illinois Facility is expected to limit the amount of
other secured indebtedness issuable by each Illinois Facility Borrower as
follows: for the Ameren Illinois Utilities, other secured debt is limited to
that permitted under their respective mortgage indentures (subject to a covenant
regarding excess bonding capacity described in the following sentence); for
CILCORP, other secured debt is limited to $550 million secured by the pledge
of
CILCO stock and for AERG, other secured debt is limited to $200 million secured
on a parity basis with its obligations under the Illinois Facility. The Illinois
Facility is expected to provide that each of the Ameren Illinois Utilities
will
agree to reserve future bonding capacity under its mortgage indenture (that
is,
agree to forego the issuance of additional mortgage bonds otherwise permitted
under the terms of its mortgage indenture) in the following amounts: CILCO,
$25
million, IP, $100 million and CIPS in amounts to be determined, increasing
to
$150 million at December 31, 2008.
The
Illinois Facility is expected to have terms similar to the Multi-Borrower Credit
Agreement, including conditions to borrowings and issuance of letters of credit
including absence of default or unmatured default, accuracy of representations
(other than representations as to absence of material adverse change and
material litigation) and warranties and required regulatory authorizations.
The
Illinois Facility is expected to contain non-financial covenants similar to
the
Multi-Borrower Credit Agreement including restrictions on the ability to incur
liens, dispose of assets and merge with other entities. In addition, the
Illinois Facility is expected to have non-financial covenants to limit the
ability of a borrower to invest in or transfer assets to affiliates, covenants
regarding the status of the collateral securing the Illinois Facility and
validity of the security interests therein and limitations on dividends,
distributions and other payments on capital stock of the Illinois Facility
Borrowers if an event of default has occurred and is continuing or in the event
of certain changes to ratings to below investment grade (or, in the case of
AERG
if it is unrated, failure by AERG to maintain one or more financial ratios).
The
events of default in the Illinois Facility are expected to be similar to those
contained in the Multi-Borrower Credit Agreement.
The
anticipated financial covenant in the Illinois Facility will require each
Illinois Facility Borrower to maintain consolidated indebtedness of not more
than 65% of consolidated total capitalization.
Upon
the
effectiveness of the Illinois Facility, events of default are expected to apply
separately to each Illinois Facility Borrower (and, subject to exceptions,
their
subsidiaries). Upon the effectiveness of the proposed amendments to the
Multi-Borrower Credit Agreement and the Illinois Facility, an event of default
under the Illinois Facility is not expected to constitute an event of default
under the Multi-Borrower Credit Agreement. The Illinois Facility is expected
to
provide that an event of default under the Multi-Borrower Credit Agreement
will
not constitute an event of default under the Illinois Facility.
Final
negotiations of the proposed amendments to the Multi-Borrower Credit Agreement
and the Illinois Facility may result in Ameren, the Illinois Facility Borrowers
or other Ameren subsidiaries being subject to additional or different covenants,
restrictions or events of default.
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This
combined Form 8-K is being filed separately by Ameren Corporation, Union
Electric Company, Central Illinois Public Service Company, Ameren Energy
Generating Company, CILCORP Inc., Central Illinois Light Company and Illinois
Power Company (each a “registrant”). 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.
FORWARD-LOOKING
STATEMENTS
Certain
statements in this report relate to future events and expectations and as such
constitute forward-looking statements involving known and unknown factors that
may cause actual results of the registrants to be different from those expressed
or implied in the forward-looking statements. In this context, words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “will,” or
other similar words and phrases often identify forward-looking statements made
on behalf of the registrants. It is important to note that actual results of
the
registrants may differ materially from those described or implied in such
forward-looking statements based on a number of factors and uncertainties,
including, but not limited to, regulatory actions, including changes in
regulatory policies and ratemaking determinations; changes in laws and other
governmental actions, including monetary and fiscal policies; the effects of
increased competition in the future due to, among other things, deregulation
of
certain aspects of our business at both the state and federal levels, and the
implementation of deregulation, such as when the current electric rate freeze
and current power supply contracts expire in Illinois at the end of 2006;
business and economic conditions, including their impact on interest rates;
disruptions of the capital markets or other events that make the registrants
access to necessary capital more difficult or costly; actions of credit rating
agencies and the effects of such actions; legal and administrative proceedings;
and other factors described in more detail in the registrants’ filings with the
Securities and Exchange Commission. We do not undertake to update our
forward-looking statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, 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/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
UNION
ELECTRIC COMPANY
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
CENTRAL
ILLINOIS PUBLIC SERVICE COMPANY
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
AMEREN
ENERGY GENERATING COMPANY
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
CILCORP
Inc.
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
CENTRAL
ILLINOIS LIGHT COMPANY
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
ILLINOIS
POWER COMPANY
(Registrant)
/s/
Jerre E. Birdsong
Jerre
E.
Birdsong
Vice
President and Treasurer
-6-