AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2004.
REGISTRATION NOS. 333-89970, 333-89970-01, 333-89970-02
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
AMEREN CORPORATION MISSOURI 43-1723446
AMEREN CAPITAL TRUST I DELAWARE 16-6531221
AMEREN CAPITAL TRUST II DELAWARE 16-6531223
(Exact name of registrant as (State or other jurisdiction of (I.R.S. Employer
specified in its charter) incorporation or organization) Identification No.)
1901 CHOUTEAU AVENUE,
ST. LOUIS, MISSOURI 63103
(314) 621-3222
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
WARNER L. BAXTER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
STEVEN R. SULLIVAN
SENIOR VICE PRESIDENT GOVERNMENTAL/REGULATORY POLICY,
GENERAL COUNSEL AND SECRETARY
1901 CHOUTEAU AVENUE
ST. LOUIS, MISSOURI 63103
(314) 621-3222
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
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PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. Exhibits
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------------
**1.1 Form of Underwriting Agreement relating to the debt securities
(File No. 333-81774, Exhibit 1.1).
+1.2 Form of Underwriting Agreement relating to the trust preferred
securities.
**1.3 Form of Underwriting Agreement relating to the common stock
(File No. 333-81774, Exhibit 1.3).
+1.4 Form of Underwriting Agreement relating to the stock purchase units.
**4.1 Restated Articles of Incorporation of the Company
(File No. 33-64165, Annex F).
**4.2 Certificate of Amendment to the Restated Articles of
Incorporation filed with the Secretary of State of the State
of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit
3(i)).
**4.3 By-laws of the Company as amended to December 31, 1997
(1997 Form 10-K, Exhibit 3(ii)).
**4.4 Agreement, dated as of October 9, 1998, between the Company
and EquiServe Trust Company, N.A. (as successor to First
Chicago Trust Company of New York), as Rights Agent, which
includes the form of Certificate of Designation of the
Preferred Shares as Exhibit A, the form of Rights Certificate
as Exhibit B and the Summary of Rights as Exhibit C (October
14, 1998 Form 8-K, Exhibit 4).
**4.5 Indenture of the Company with The Bank of New York, as
trustee, relating to the senior debt securities dated as of
December 1, 2001 (File No. 333-81774, Exhibit 4.5).
+4.6 Form of supplemental indenture or other instrument
establishing the issuance of one or more series of senior debt
securities (including the form of senior debt security).
**4.7 Form of Indenture of the Company relating to subordinated debt
securities (File No. 333-81774, Exhibit 4.9).
+4.8 Form of supplemental indenture or other instrument
establishing the issuance of one or more series of
subordinated debt securities (including the form of
subordinated debt security).
**4.9 Form of Guarantee Agreement of the Company
(File No. 333-81774, Exhibit 4.11).
**4.10 Certificate of Trust of Ameren Capital Trust I.
**4.11 Trust Agreement of Ameren Capital Trust I.
**4.12 Certificate of Trust of Ameren Capital Trust II.
**4.13 Trust Agreement of Ameren Capital Trust II.
***4.14 Form of Amended and Restated Trust Agreement (including the
form of trust preferred security as an exhibit) (File No.
333-81774, Exhibit 4.14).
+4.15 Form of Purchase Contract Agreement.
II-1
+4.16 Form of Pledge Agreement.
+4.17 Form of Warrant Agreement (including form of warrant).
***5.1 Opinion of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company, dated June 6, 2002, regarding the
legality of the securities.
***5.1.1 Opinion of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company, dated September 19, 2002, regarding
the legality of the securities (filed as Exhibit 5.1 to
Post-Effective Amendment No. 1 to Form S-3, File No. 333-89970).
***5.1.2 Opinion of Steven R. Sullivan, Esq., Vice President
Regulatory Policy, General Counsel and Secretary of the Company,
dated February 24, 2003, regarding the legality of the securities
(filed as Exhibit 5.1 to Post-Effective Amendment No. 2
to Form S-3, File No. 333-89970).
*5.1.3 Opinion of Steven R. Sullivan, Esq., Senior Vice President
Governmental/Regulatory Policy, General Counsel and Secretary
of the Company, dated February 6, 2004, regarding the legality
of the securities.
***5.2 Opinion of Pillsbury Winthrop LLP regarding the legality
of the securities.
***5.3 Opinion of Richards, Layton & Finger, P.A. regarding the validity
of the trust preferred securities of Ameren Capital Trust I.
***5.4 Opinion of Richards, Layton & Finger, P.A. regarding the validity
of the trust preferred securities of Ameren Capital Trust II.
***12 Statement re computation of ratios of earnings to fixed charges.
***23.1 Consent of Steven R. Sullivan, Esq., Vice President,
General Counsel and Secretary of the Company
(included in Exhibit 5.1).
***23.1.1 Consent of Steven R. Sullivan, Esq., Vice President,
General Counsel and Secretary of the Company
(included in Exhibit 5.1.1).
***23.1.2 Consent of Steven R. Sullivan, Esq., Vice President
Regulatory Policy, General Counsel and Secretary of the Company
(included in Exhibit 5.1.2).
*23.1.3 Consent of Steven R. Sullivan, Esq., Senior Vice President
Governmental/Regulatory Policy, General Counsel and
Secretary of the Company (included in Exhibit 5.1.3).
***23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.2).
***23.3 Consent of Richards, Layton & Finger, P.A. with respect to
Ameren Capital Trust I (included in Exhibit 5.3).
***23.4 Consent of Richards, Layton & Finger, P.A. with respect to
Ameren Capital Trust II (included in Exhibit 5.4).
***23.5 Consent of independent accountants.
***24.1 Powers of attorney.
II-2
***24.2 Power of attorney with respect to the depositor and trustee of
Ameren Capital Trust I (included in Exhibit 4.11).
***24.3 Power of attorney with respect to the depositor and trustee of
Ameren Capital Trust II (included in Exhibit 4.13).
***25.1 Form T-1 statement of eligibility of the trustee for the
senior debt securities.
++25.2 Form T-1 statement of eligibility of the trustee for the
subordinated debt securities.
++25.3 Form T-1 statement of eligibility of the trustee for the
guarantees for the benefit of the holders of the
trust preferred securities.
++25.4 Form T-1 statement of eligibility of the trustee for the
trust preferred securities.
++25.5 Form T-1 statement of eligibility of the purchase contract agent
for the stock purchase contracts.
**99.1 Stock Purchase Agreement, dated April 28, 2002, between the
Company and The AES Corporation related to the Company's
acquisition of CILCORP Inc. (Form 10-Q for the quarter ended
March 31, 2002, Exhibit 2.1).
**99.2 Membership Interest Purchase Agreement, dated as of April 28,
2002, between the Company and The AES Corporation related to
the Company's acquisition of AES Medina Valley (No. 4), L.L.C.
(Form 10-Q for the quarter ended March 31, 2002, Exhibit 2.2).
**99.3 Stipulation and Agreement dated July 15, 2002 (Registration
Statement of Form S-3 for Union Electric Company and Union
Electric Capital Trust I, Registration Nos. 333-87506 and
333-87506-01, Exhibit 99.1).
NOTE: REPORTS OF THE COMPANY ON FORMS 8-K, 10-Q AND 10-K
ARE ON FILE WITH THE SEC UNDER FILE NUMBER 1-14756.
------------
* Filed herewith.
** Incorporated by reference herein as indicated.
*** Previously filed.
+ To be filed by amendment or pursuant to a report to be filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
++ To be filed by amendment or pursuant to Trust Indenture Act
Section 305(b)(2) if applicable.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, and State of Missouri, on
the 13th day of February, 2004.
AMEREN CORPORATION (Registrant)
By: /s/ Gary L. Rainwater
---------------------------------
Gary L. Rainwater
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Gary L. Rainwater Chairman, President and February 13, 2004
--------------------------- Chief Executive Officer
Gary L. Rainwater and Director
(Principal Executive Officer)
Executive Vice President and February 13, 2004
/s/ Warner L. Baxter Chief Financial Officer
--------------------------- (Principal Financial Officer)
Warner L. Baxter
/s/ Martin J. Lyons Vice President and Controller February 13, 2004
--------------------------- (Principal Accounting Officer)
Martin J. Lyons
* Director February 13, 2004
---------------------------
William E. Cornelius
Director
---------------------------
Susan S. Elliot
* Director February 13, 2004
---------------------------
Clifford L. Greenwalt
II-4
Name Title Date
---- ----- ----
* Director February 13, 2004
---------------------------
Thomas A. Hays
Director
---------------------------
Richard A. Liddy
* Director February 13, 2004
---------------------------
Gordon R. Lohman
* Director February 13, 2004
---------------------------
Richard A. Lumpkin
* Director February 13, 2004
---------------------------
John Peters MacCarthy
* Director February 13, 2004
---------------------------
Paul L. Miller, Jr.
Director
---------------------------
Charles W. Mueller.
* Director February 13, 2004
---------------------------
Douglas R. Oberhelman
* Director February 13, 2004
---------------------------
Harvey Saligman
*By:/s/ Steven R. Sullivan
-----------------------
Steven R. Sullivan
Attorney-in-Fact
II-5
Pursuant to the requirements of the Securities Act of 1933, Ameren
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 13th day of February, 2004.
AMEREN CAPITAL TRUST I (Registrant)
By: Ameren Corporation, as Depositor
By: /s/ Jerre E. Birdsong
-----------------------------------
Jerre E. Birdsong
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, Ameren
Capital Trust II certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 13th day of February, 2004.
AMEREN CAPITAL TRUST II (Registrant)
By: Ameren Corporation, as Depositor
By: /s/ Jerre E. Birdsong
-----------------------------------
Jerre E. Birdsong
Attorney-in-Fact
II-6
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------------
**1.1 Form of Underwriting Agreement relating to the debt securities
(File No. 333-81774, Exhibit 1.1).
+1.2 Form of Underwriting Agreement relating to the trust preferred
securities.
**1.3 Form of Underwriting Agreement relating to the common stock
(File No. 333-81774, Exhibit 1.3).
+1.4 Form of Underwriting Agreement relating to the stock purchase units.
**4.1 Restated Articles of Incorporation of the Company
(File No. 33-64165, Annex F).
**4.2 Certificate of Amendment to the Restated Articles of
Incorporation filed with the Secretary of State of the State
of Missouri on December 14, 1998 (1998 Form 10-K, Exhibit
3(i)).
**4.3 By-laws of the Company as amended to December 31, 1997
(1997 Form 10-K, Exhibit 3(ii)).
**4.4 Agreement, dated as of October 9, 1998, between the Company
and EquiServe Trust Company, N.A. (as successor to First
Chicago Trust Company of New York), as Rights Agent, which
includes the form of Certificate of Designation of the
Preferred Shares as Exhibit A, the form of Rights Certificate
as Exhibit B and the Summary of Rights as Exhibit C (October
14, 1998 Form 8-K, Exhibit 4).
**4.5 Indenture of the Company with The Bank of New York, as
trustee, relating to the senior debt securities dated as of
December 1, 2001 (File No. 333-81774, Exhibit 4.5).
+4.6 Form of supplemental indenture or other instrument
establishing the issuance of one or more series of senior debt
securities (including the form of senior debt security).
**4.7 Form of Indenture of the Company relating to subordinated debt
securities (File No. 333-81774, Exhibit 4.9).
+4.8 Form of supplemental indenture or other instrument
establishing the issuance of one or more series of
subordinated debt securities (including the form of
subordinated debt security).
**4.9 Form of Guarantee Agreement of the Company
(File No. 333-81774, Exhibit 4.11).
**4.10 Certificate of Trust of Ameren Capital Trust I.
**4.11 Trust Agreement of Ameren Capital Trust I.
**4.12 Certificate of Trust of Ameren Capital Trust II.
**4.13 Trust Agreement of Ameren Capital Trust II.
***4.14 Form of Amended and Restated Trust Agreement (including the
form of trust preferred security as an exhibit) (File No.
333-81774, Exhibit 4.14).
+4.15 Form of Purchase Contract Agreement.
+4.16 Form of Pledge Agreement.
+4.17 Form of Warrant Agreement (including form of warrant).
***5.1 Opinion of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company, dated June 6, 2002, regarding the
legality of the securities.
***5.1.1 Opinion of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company, dated September 19, 2002, regarding
the legality of the securities (filed as Exhibit 5.1 to
Post-Effective Amendment No. 1 to Form S-3, File No. 333-89970).
***5.1.2 Opinion of Steven R. Sullivan, Esq., Vice President Regulatory
Policy, General Counsel and Secretary of the Company, dated
February 24, 2003, regarding the legality of the securities (filed
as Exhibit 5.1 to Post-Effective Amendment No. 2 to Form S-3, File
No. 333-89970).
*5.1.3 Opinion of Steven R. Sullivan, Esq., Senior Vice President
Governmental/Regulatory Policy, General Counsel and Secretary of the
Company, dated February 6, 2004, regarding the legality of the
securities.
***5.2 Opinion of Pillsbury Winthrop LLP regarding the legality of
the securities.
***5.3 Opinion of Richards, Layton & Finger, P.A. regarding the validity
of the trust preferred securities of Ameren Capital Trust I.
***5.4 Opinion of Richards, Layton & Finger, P.A. regarding the validity
of the trust preferred securities of Ameren Capital Trust II.
***12 Statement re computation of ratios of earnings to fixed charges.
***23.1 Consent of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5.1).
***23.1.1 Consent of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5.1.1).
***23.1.2 Consent of Steven R. Sullivan, Esq., Vice President Regulatory
Policy, General Counsel and Secretary of the Company (included in
Exhibit 5.1.2).
*23.1.3 Consent of Steven R. Sullivan, Esq., Senior Vice President
Governmental/Regulatory Policy, General Counsel and
Secretary of the Company (included in Exhibit 5.1.3).
***23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.2).
***23.3 Consent of Richards, Layton & Finger, P.A. with respect to
Ameren Capital Trust I (included in Exhibit 5.3).
***23.4 Consent of Richards, Layton & Finger, P.A. with respect to
Ameren Capital Trust II (included in Exhibit 5.4).
***23.5 Consent of independent accountants.
***24.1 Powers of attorney.
***24.2 Power of attorney with respect to the depositor and trustee of
Ameren Capital Trust I (included in Exhibit 4.11).
2
***24.3 Power of attorney with respect to the depositor and trustee of
Ameren Capital Trust II (included in Exhibit 4.13).
***25.1 Form T-1 statement of eligibility of the trustee for the senior debt
securities.
++25.2 Form T-1 statement of eligibility of the trustee for the
subordinated debt securities.
++25.3 Form T-1 statement of eligibility of the trustee for the guarantees
for the benefit of the holders of the trust preferred securities.
++25.4 Form T-1 statement of eligibility of the trustee for the trust
preferred securities.
++25.5 Form T-1 statement of eligibility of the purchase contract agent
for the stock purchase contracts.
**99.1 Stock Purchase Agreement, dated April 28, 2002, between the
Company and The AES Corporation related to the Company's
acquisition of CILCORP Inc. (Form 10-Q for the quarter ended
March 31, 2002, Exhibit 2.1).
**99.2 Membership Interest Purchase Agreement, dated as of April 28,
2002, between the Company and The AES Corporation related to
the Company's acquisition of AES Medina Valley (No. 4), L.L.C.
(Form 10-Q for the quarter ended March 31, 2002, Exhibit 2.2).
**99.3 Stipulation and Agreement dated July 15, 2002 (Registration
Statement of Form S-3 for Union Electric Company and Union
Electric Capital Trust I, Registration Nos. 333-87506 and
333-87506-01, Exhibit 99.1).
NOTE: REPORTS OF THE COMPANY ON FORMS 8-K, 10-Q AND 10-K ARE ON FILE WITH THE
SEC UNDER FILE NUMBER 1-14756.
------------
* Filed herewith.
** Incorporated by reference herein as indicated.
*** Previously filed.
+ To be filed by amendment or pursuant to a report to be filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
++ To be filed by amendment or pursuant to Trust Indenture Act
Section 305(b)(2) if applicable.
3