AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 2002.
REGISTRATION NO. 333-81774
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 43-1723446
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1901 CHOUTEAU AVENUE,
ST. LOUIS, MISSOURI 63103
(314) 621-3222
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
WARNER L. BAXTER
SENIOR VICE PRESIDENT, FINANCE
STEVEN R. SULLIVAN
VICE PRESIDENT, 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.
+1.2 Form of Underwriting Agreement relating to the trust preferred
securities.
***1.3 Form of Underwriting Agreement relating to the common stock.
*1.4 Underwriting Agreement, dated February 26, 2002, among the Company and
several underwriters named therein relating to the equity security
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.
***4.6 Company order relating to $150,000,000 Floating Rate Notes due
December 12, 2003 issued under the senior indenture (including the
forms of notes as exhibits).
***4.7 Company order relating to $100,000,000 5.70% Notes due February 1,
2007 issued under the senior indenture (including the forms of notes
as exhibits).
*4.8 Company order relating to $345,000,000 Notes due May 15, 2007 issued
under the senior indenture (including the forms of notes as exhibits).
***4.9 Form of Indenture of the Company relating to subordinated debt
securities.
+4.10 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).
***4.11 Form of Guarantee Agreement of the Company.
***4.12 Form of Certificate of Trust.
***4.13 Form of Trust Agreement.
***4.14 Form of Amended and Restated Trust Agreement (including the form of
trust preferred security as an exhibit).
II-1
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------------
*4.15 Purchase Contract Agreement dated as of March 1, 2002, between the
Company and The Bank of New York, as purchase contract agent.
*4.16 Pledge Agreement dated as of March 1, 2002, among the Company, The
Bank of New York, as purchase contract agent and BNY Trust Company of
Missouri, as custodial agent, collateral agent and securities
intermediary.
+4.17 Form of Warrant Agreement (including form of warrant).
*4.18 Remarketing Agreement dated as of March 4, 2002, among the Company,
The Bank of New York, as purchase contract agent and Goldman, Sachs &
Co., as remarketing agent.
***5.1 Opinion of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company, regarding the legality of the
securities.
***5.2 Opinion of Pillsbury Winthrop LLP regarding the legality of the
securities.
***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).
***23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.2).
***23.3 Consent of independent accountants.
***24 Powers of attorney.
***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 Form of prospectus supplement with respect to equity security units.
***99.2 Form of prospectus supplement with respect to common stock.
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.
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* 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).
II-2
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 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 12th day of
March 2002.
AMEREN CORPORATION (Registrant)
By: /s/ Charles W. Mueller
----------------------------------------
CHARLES W. MUELLER
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Charles W. Mueller Chairman and March 12, 2002
--------------------------- Chief Executive Officer
CHARLES W. MUELLER (Principal Executive Officer)
/s/ Gary L. Rainwater President and March 12, 2002
--------------------------- Chief Operating Officer
GARY L. RAINWATER
/s/ Warner L. Baxter Senior Vice President, Finance March 12, 2002
--------------------------- (Principal Financial Officer)
WARNER L. BAXTER
/s/ Martin J. Lyons, Jr. Controller March 12, 2002
--------------------------- (Principal Accounting Officer)
MARTIN J. LYONS, JR.
* Director March 12, 2002
---------------------------
WILLIAM E. CORNELIUS
* Director March 12, 2002
---------------------------
CLIFFORD L. GREENWALT
* Director March 12, 2002
---------------------------
THOMAS A. HAYS
II-3
* Director March 12, 2002
---------------------------
THOMAS H. JACOBSEN
* Director March 12, 2002
---------------------------
RICHARD A. LIDDY
* Director March 12, 2002
---------------------------
GORDON R. LOHMAN
* Director March 12, 2002
---------------------------
RICHARD A. LUMPKIN
* Director March 12, 2002
---------------------------
JOHN PETERS MacCARTHY
* Director March 12, 2002
---------------------------
HANNE M. MERRIMAN
* Director March 12, 2002
---------------------------
PAUL L. MILLER, JR.
* Director March 12, 2002
---------------------------
HARVEY SALIGMAN
* Director March 12, 2002
---------------------------
JANET McAFEE WEAKLEY
* Director March 12, 2002
---------------------------
JAMES W. WOGSLAND
* By: /s/ Steven R. Sullivan
-------------------------
STEVEN R. SULLIVAN
Attorney-in-Fact
II-4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------------
***1.1 Form of Underwriting Agreement relating to the debt securities.
+1.2 Form of Underwriting Agreement relating to the trust preferred
securities.
***1.3 Form of Underwriting Agreement relating to the common stock.
*1.4 Underwriting Agreement, dated February 26, 2002, among the Company and
several underwriters named therein relating to the equity security
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.
***4.6 Company order relating to $150,000,000 Floating Rate Notes due
December 12, 2003 issued under the senior indenture (including the
forms of notes as exhibits).
***4.7 Company order relating to $100,000,000 5.70% Notes due February 1,
2007 issued under the senior indenture (including the forms of notes
as exhibits).
*4.8 Company order relating to $345,000,000 Notes due May 15, 2007 issued
under the senior indenture (including the forms of notes as exhibits).
***4.9 Form of Indenture of the Company relating to subordinated debt
securities.
+4.10 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).
***4.11 Form of Guarantee Agreement of the Company.
***4.12 Form of Certificate of Trust.
***4.13 Form of Trust Agreement.
***4.14 Form of Amended and Restated Trust Agreement (including the form of
trust preferred security as an exhibit).
*4.15 Purchase Contract Agreement dated as of March 1, 2002, between the
Company and The Bank of New York, as purchase contract agent.
*4.16 Pledge Agreement dated as of March 1, 2002, among the Company, The
Bank of New York, as purchase contract agent and BNY Trust Company of
Missouri, as custodial agent, collateral agent and securities
intermediary.
+4.17 Form of Warrant Agreement (including form of warrant).
*4.18 Remarketing Agreement dated as of March 4, 2002, among the Company,
The Bank of New York, as purchase contract agent and Goldman, Sachs &
Co., as remarketing agent.
***5.1 Opinion of Steven R. Sullivan, Esq., Vice President, General Counsel
and Secretary of the Company, regarding the legality of the
securities.
***5.2 Opinion of Pillsbury Winthrop LLP regarding the legality of the
securities.
***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).
***23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.2).
***23.3 Consent of independent accountants.
***24 Powers of attorney.
***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 Form of prospectus supplement with respect to equity security units.
***99.2 Form of prospectus supplement with respect to common stock.
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).
2