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 |
|
1-14756 |
Ameren
Corporation
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri 63103
(314)
621-3222
|
43-1723446 |
|
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)
677-5230
|
37-1169387 |
|
1-2732 |
Central
Illinois Light Company
(Illinois
Corporation)
300
Liberty Street
Peoria,
Illinois 61602
(309)
677-5230
|
37-0211050 |
|
1-3004 |
Illinois
Power Company
(Illinois
Corporation)
500
South 27th Street
Decatur,
Illinois 62521
(217)
424-6600 |
37-0344645 |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
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))
SECTION 1
- REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01
Entry into a Material Definitive Agreement.
On
February 11, 2005, the Human Resources Committee of the Board of Directors of
Ameren Corporation (“Ameren”) authorized, as a component of Ameren’s 2005
executive compensation program, the award of restricted stock to the executive
officers and certain key employees 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.” The restricted stock was awarded pursuant to Ameren’s Long-Term
Incentive Plan of 1998 which was approved by Ameren shareholders at its 1998
annual meeting (a copy of the plan was filed as Exhibit 10.1 to Ameren’s Annual
Report on Form 10-K for the fiscal year ended December 31, 1998). The form of
restricted stock award is attached as Exhibit 10.1 and is incorporated herein by
reference.
Also as a
component of Ameren’s 2005 executive compensation program, Ameren, on February
11, 2005, commenced communication to the Registrants’ executive officers of the
of the 2005 Ameren Executive Incentive Plan. This plan, which was established by
Ameren’s Board of Directors, provides specific, direct relationships between
corporate performance results and short-term incentive compensation. The 2005
Ameren Executive Incentive Plan is attached as Exhibit 10.2 and is incorporated
herein by reference. Included as a part of this exhibit is a schedule reporting
the range of 2005 bonus targets for executive officers under the plan expressed
as a percentage of base salary. The schedule also reports the 2005 base salary,
as well as the 2005 restricted stock awards discussed above and the bonuses
authorized for payment under the 2004 Ameren Executive Incentive Plan, for the
chief
executive
officer and four most highly compensated executive officers of the Registrants.
The 2004 Ameren Executive Incentive Plan was filed as Exhibit 10.7 to Ameren’s
combined Annual Report on Form 10-K for the fiscal year ended December 31,
2003.
On
February 11, 2005, Ameren’s Board of Directors renamed its Contributions
Committee the Public Policy Committee to be effective after Ameren’s annual
meeting of shareholders on April 26, 2005. The Public Policy Committee will be
responsible for reviewing and overseeing Ameren’s policies, practices and
performance with respect to corporate citizenship and public affairs
considerations affecting Ameren’s relationship and reputation with its key
constituents in addition to its current function of making policies and
recommendations with respect to charitable and other contributions. In
consideration of this committee’s added responsibilities, Ameren’s Board of
Directors authorized an additional annual cash retainer of $10,000 for the
chairperson of the Public Policy Committee.
Also on
February 11, 2005, Ameren’s Board of Directors authorized an additional annual
cash retainer of $10,000 for the chairperson of its Nuclear Oversight
Committee.
The Nuclear Oversight Committee was formed by Ameren’s Board in December 2004 to
provide Board-level oversight of UE’s nuclear power facility as well as
long-term plans and strategies of Ameren’s nuclear power program.
SECTION 5
- CORPORATE GOVERNANCE AND MANAGEMENT
ITEM
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
February 11, 2005, the Board of Directors of Ameren elected Gayle P. W. Jackson,
Ph.D., to fill a vacancy on the Board. No arrangement or understanding exists
between Dr. Jackson and Ameren, or to Ameren’s knowledge, any other person or
persons pursuant to which Dr. Jackson was selected as a director. Also on
February 11, 2005, Ameren’s Board nominated Dr. Jackson to its Public
Policy Committee discussed above to commence service after Ameren’s annual
meeting of shareholders on April 26, 2005, subject to her re-election as
director at that meeting. Dr. Jackson is currently the President of Energy
Global, Inc., a consulting firm which specializes in corporate development,
diversification and government relations strategies for energy companies. Dr.
Jackson had no reportable business relationship with Ameren and its subsidiaries
in 2004 or any currently proposed business relationship that is required to
be reported under Item 404(a) of SEC Regulation S-K.
SECTION 9
- FINANCIAL
STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number: Title:
10.1 Form of
Restricted Stock Award
10.2 2005
Ameren Executive Incentive Plan
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.
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/
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)
Date:
February 14, 2005