FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
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COMMISSION FILE NUMBER 1-14756
AMEREN CORPORATION
LONG-TERM SAVINGS PLAN - IUOE NO. 148
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
AMEREN CORPORATION
EMPLOYEE LONG-TERM SAVINGS PLAN - IUOE NO. 148
Financial Statements
December 31, 2000 and 1999
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Index
December 31, 2000 and 1999
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Page
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits
at December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 2000 and 1999 3
Notes to Financial Statements 4-13
Note: Schedules required by 29CFR 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
Report of Independent Accountants
To the Board of Directors of
Ameren Corporation and the
Participants of the Ameren Corporation
Employee Long-Term Savings Plan -
IUOE No. 148
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Ameren Corporation Employee Long-Term Savings Plan - IUOE No. 148 (the
Plan) at December 31, 2000 and 1999, and the changes in net assets available
for benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PriceWaterhouseCoopers LLP
June 28, 2001
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Statement of Net Assets Available for Benefits
December 31, 2000 and 1999
Page 2
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2000 1999
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Assets
Investments at fair value $ 27,924,640 $ 26,039,797
Cash 10,613 -
Interest and dividends receivable 17,836 14,483
Due from broker for investment sales 252,074 -
Contributions receivable:
Participant 81,434 73,628
Employer 3,812 -
------------------ ----------------
85,246 73,628
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Net assets available for benefits $ 28,290,409 $ 26,127,908
================== ================
The accompanying notes are an integral part of these financial statements.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Statement of Net Assets Available for Benefits
For the Years Ended December 31, 2000 and 1999
Page 3
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2000 1999
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Additions to net assets attributed to:
Participant contributions $ 1,530,325 $ 1,485,450
Employer contributions 36,866
Interest and dividends 1,112,311 1,025,202
Net appreciation (depreciation)
in fair value of investments 1,482,281 (383,667)
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Total additions 4,161,783 2,126,985
Deductions from net assets
attributed to:
Distributions 1,997,281 1,489,527
Administrative expenses 2,001 2,191
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Total deductions 1,999,282 1,491,718
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Increase in net assets
available for benefits 2,162,501 635,267
Net assets available for benefits,
Beginning of year 26,127,908 25,492,641
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End of year $ 28,290,409 $ 26,127,908
================== ==============
The accompanying notes are an integral part of these financial statements.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 4
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1. Description of the plan
General
The following is a brief summary of the various provisions of the Ameren
Corporation (the Company) Employee Long-Term Savings Plan - IUOE No. 148
(the Plan). The Plan provides for the investment in certain funds under
the Plan for each participating employee (the Participant) of Central
Illinois Public Service Company, a wholly owned subsidiary of the
Company, and AmerenEnergy Generating Company, an indirectly wholly owned
subsidiary of the Company (Participating Subsidiaries). Participants
should refer to the Plan document for more complete information.
The Plan initially was established as the Central Illinois
Public Service Company Employee Long-Term Savings Plan - IUOE
No. 148. Effective January 1, 2000, the plan was renamed the
Ameren Corporation Employee Long-Term Savings Plan - IUOE No.
148.
The Company adopted the Plan on January 1, 1990, to provide a systematic
means by which certain eligible employees of the Company may adopt a
regular savings program and secure federal income tax benefits resulting
from participation in the Plan. The Plan is a defined contribution plan
subject to the Employee Retirement Income Security Act of 1974 (ERISA).
A committee (the Committee) consisting of at least three persons
appointed by the Company administers the Plan. The Committee has the
power to adopt rules and regulations as deemed necessary or advisable to
carry out the Plan in accordance with its terms. No member of the
Committee who is an employee of the Company may receive any remuneration
for services performed in this capacity as a member of the Committee.
Merrill Lynch Trust Company of America (the Trustee) serves as trustee
under terms of the Master Trust.
Participation
Each employee of the Participating Subsidiaries receiving regular salary
or wages who is part of the IUOE Local No. 148 collective bargaining unit
and who has both completed one year of service (defined as a consecutive
twelve-month period beginning with his/her employment commencement date
or anniversary thereof during which he/she has completed at least 1,000
hours of service) and has attained the age of 21 is eligible to become an
active Participant.
Contributions
The Plan permits a participant to make contributions to the Plan through
payroll reductions from 1% up to 15% of the Participant's compensation
(as defined in the Plan document).
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 5
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The Tax Reform Act of 1986 limited the maximum annual amount that may be
contributed by a Participant to $10,500 in 2000 and $10,000 in 1999. The
Company transfers to the Master Trust the amount designated by the
Participant where it is placed in a Participant's account no less
frequently than semi-monthly. Effective July 1, 2000, the Company makes a
matching contribution equal to 10% of the amount of compensation
reduction contributions, not to exceed 5% of the participants'
compensation while an active participant for such payroll period.
Contributions are invested in accordance with the Participant's
directions in one or more of the Funds. Employees may make "qualifying
rollover contributions" of amounts received as a distribution from a
prior employer's plan.
Vesting
The amounts in Participants' accounts, including Company contributions,
are fully vested at all times.
Investment options
Participants may direct their contributions and Company contributions
made on their behalf to any of the following investment options.
Ameren Common Stock Fund - This fund invests in shares of Ameren
Corporation common stock which the trustee purchases in the open market
from time to time.
Bond Index Fund - Funds are invested in the Barclays Global Investors
Government/Corporate Bond Index Fund which is a stratified sample of
bonds comprising the Lehman Brothers Government/Corporate Bond Index (the
Bond Index). The Bond Index is comprised primarily of U.S. Government,
U.S. Agency and corporate bonds.
Standard & Poor's (S&P) 500 Equity Index Trust - Funds are invested in
the Merrill Lynch Equity Index Trust, a collective trust fund maintained
by Merrill Lynch Trust Company. The investment objectives of the Merrill
Lynch Equity Index Trust are to approximate the total return of the S&P
500 Composite Stock Index (the Equity Index). The investment strategy has
two components. Ordinarily, over 90% of the assets are held as a
traditional "full replication" Equity Index portfolio comprised of all,
or nearly all, 500 stocks in weightings closely aligned with those of the
Equity Index. The balance of the assets are held in a liquidity pool of
cash equivalents (hedged by ownership of S&P 500 Index Futures) that
provide a return very close to the Equity Index, while allowing low-cost,
efficient accommodation of cash flows in and out of the Merrill Lynch
Equity Index Trust.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 6
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Money Market Fund - Funds are invested in the Barclays Global Investors
Money Market Fund for Employee Benefit Trusts, which provides for
investment and reinvestment in a variety of money market instruments,
including but not limited to U.S. government and agency securities, bank
obligations such as certificates of deposit, banker's acceptances and
fixed-time deposits, short-term commercial debt instruments such as
commercial paper, unsecured loan participation or variable rate demand
notes and repurchase agreements.
Growth Equity Fund - Funds are invested in a separately managed portfolio
consisting primarily of equity securities, or securities convertible into
common stocks. A portion of the portfolio may be invested in cash
equivalents. The portfolio is managed by Merrill Lynch Asset Management.
Merrill Lynch Retirement Preservation Trust - Funds are invested
primarily in U.S. government and agency securities, guaranteed investment
contracts issued generally by insurance carriers and banks, and
high-quality money market instruments. This Fund is a collective trust
fund maintained by Merrill Lynch Trust Company.
AIM Value Fund - Funds are invested primarily in equity securities that
are judged by the manager to be undervalued. The AIM Value Fund invests
primarily in common stocks, convertible bonds and convertible preferred
stocks, but also may invest in preferred stocks and other debt
securities.
Merrill Lynch Global Allocation Fund - Class A Shares - This fund varies
the mix of investments in United States and foreign equity, debt and
money market securities based upon the manager's evaluation of changing
market and economic trends.
Merrill Lynch Capital Fund - Class A Shares - This fund has a fully
managed investment policy utilizing equity, debt and convertible
securities. Consistent with policy, the Capital Fund's portfolio may, at
any given time, be invested substantially in equity securities (stocks),
corporate bonds, or money market securities. It is the expectation of the
investment manager that over longer periods, a major portion of the
Capital Fund's portfolio will consist of equity securities of
larger-market capitalization companies.
Plan Withdrawals/Loans
No withdrawals from a Participant's account are permitted while the
Participant continues to be employed by the Company except that, upon
compliance with the provisions of the Plan, one withdrawal may be made
each year in limited cases of financial hardship. In addition,
Participants may make withdrawals of their rollover contributions and
earnings thereon.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 7
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Upon application of a Participant and payment of a loan application fee,
the Committee may, in compliance with the Plan, direct the Trustee to
make a loan to the Participant from the Participant's account upon such
terms as the Committee shall specify. Participants' loans are maintained
in the Participant Loan Fund.
Distributions
Upon termination of employment for any reason, a Participant will be
entitled to receive the balance in the Participant's account less the
unpaid amount of any outstanding loan (including accrued interest).
Generally, distributions will be made in a lump sum; however, in certain
circumstances a Participant may also elect to receive his/her
distribution in installments. Certain distributions may be deferred until
a participant reaches age 70 1/2, dies, or requests an earlier
distribution (whichever occurs first).
Amounts that have been requested for withdrawal by Participants, but have
not yet been distributed by the Plan, are included in net assets
available for benefits. There were no amounts requested for withdrawal by
Participants, but not yet distributed by the Plan, as of December 31,
2000 or 1999.
Plan termination
The Company has a right to terminate the Plan at any time subject to the
provisions of ERISA. Upon termination, the Trustee will distribute assets
remaining in the Trust Fund with the exception that no distributions
shall be made until a participant attains age 59 1/2, except in certain
specified situations.
2. Summary of significant accounting policies
Basis of accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets during the reporting period. Actual
results could differ from those estimates.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 8
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Investments
All investments are presented at fair value as of December 31, 2000 and
1999. The fair value of the Ameren Common Stock Fund was determined using
year-end published market prices. Investments in equity securities and
bonds are valued at net asset market value including accrued income on
the last business day of each year. Investments in the Money Market Fund
and Merrill Lynch Retirement Preservation Trust are valued at cost plus
accrued income, which approximates market. Participant loans are valued
at cost, which approximates fair market value.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term could materially affect
the amounts reported in the Statement of Net Assets Available for
Benefits.
Income
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Gains and losses on security transactions are recorded on the trade date.
Net unrealized appreciation or depreciation for the year is reflected in
Net appreciation (depreciation) of investments on the Statement of
Changes in Net Assets Available for Benefits.
Expenses
In general, expenses to administer the Plan, including fees and expenses
of the Trustee, are paid by the Company, except as provided for in the
Plan. All transaction fees of an investment fund are paid from the assets
of that investment fund.
Benefit payments
Benefit payments are recorded when paid.
Reclassifications
Certain reclassifications have been made to prior years' financial
statements to conform with 2000 reporting.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 9
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3. Investments
The following table presents investments. Investments that represent five
percent or more of the Plan's net assets available for benefits at year
end are identified separately.
December 31,
2000 1999
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Investments at Fair Value as
Determined by Quoted Market Price
Ameren Common Stock $9,212,626 $9,525,541
Common/Collective Trusts:
S&P 500 Equity Index Trust 5,932,206 6,020,398
Bond Index Fund 566,731 567,302
Money Market Fund 3,465,971 2,022,774
Growth Equity Fund 3,991,051 4,946,184
Merrill Lynch Retirement
Preservation Trust 2,028,752 892,063
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Total Common/Collective Trusts 15,984,711 14,448,721
Mutual Funds:
AIM Value Fund 1,155,829 643,935
Merrill Lynch Global Allocation Fund -
Class A 133,956 77,356
Merrill Lynch Capital Fund - Class A 328,173 229,777
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Total Mutual Funds 1,617,958 951,068
Investments at Estimated Fair Value
Loans to Participants 1,109,345 1,114,467
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Total Investments $27,924,640 $26,039,797
=========== ===========
4. Transactions with parties-in-interest
At December 31, 2000, the Plan held Ameren Corporation common stock with
a cost and market value of $6,486,748 and $9,212,626, respectively.
During 2000, the Plan purchased shares at a cost of $1,866,191 and sold
shares valued at $5,351,525 resulting in a net realized gain of $636,300.
The Plan also distributed shares valued at $621,872 to persons
withdrawing from the Plan.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 10
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At December 31, 1999, the Plan held Ameren Corporation common stock with
a cost and market value of $9,675,082 and $9,525,541, respectively.
During 1999, the Plan purchased shares at a cost of $3,933,102 and sold
shares valued at $1,111,388, resulting in a net realized gain of
$105,128. The Plan also distributed shares valued at $350,600 to persons
withdrawing from the Plan.
The Plan held $2,028,752 and $892,063 in the Merrill Lynch Retirement
Preservation Trust at December 31, 2000 and 1999, respectively. This Fund
is a collective trust fund with book value approximating market.
At December 31, 2000, the Plan held shares in the S&P 500 Equity Index
Trust with a cost and market value of $3,856,086 and $5,932,206,
respectively. During 2000, the Plan purchased shares at a cost of
$1,373,834 and sold shares valued at $905,149 resulting in a net realized
gain of $357,150.
At December 31, 1999, the Plan held shares in the S&P 500 Equity Index
Trust with a cost and market value of $3,027,393 and $6,020,398,
respectively. During 1999, the Plan purchased shares at a cost of
$2,069,604 and sold shares valued at $1,637,348, resulting in a net
realized gain of $214,205.
At December 31, 2000, the Plan held shares in the Merrill Lynch Global
Allocation Fund - Class A with a cost and market value of $143,922 and
$133,956, respectively. During 2000, the Plan purchased shares at a cost
of $93,425 and sold shares valued at $28,139, resulting in a net realized
gain of $161.
At December 31, 1999, the Plan held shares in the Merrill Lynch Global
Allocation Fund - Class A with a cost and market value of $78,475 and
$77,356, respectively. During 1999, the Plan purchased shares at a cost
of $29,760 and sold shares valued at $38,020, resulting in a net realized
loss of $1,192.
At December 31, 2000, the Plan held shares in the Merrill Lynch Capital
Fund - Class A with a cost and market value of $345,769 and $328,173,
respectively. During 2000, the Plan purchased shares at a cost of
$172,235 and sold shares valued at $59,314, resulting in a net realized
loss of $4,875.
At December 31, 1999, the Plan held shares in the Merrill Lynch Capital
Fund - Class A with a cost and market value of $237,723 and $229,777,
respectively. During 1999, the Plan purchased shares at a cost of
$102,600 and sold shares valued at $34,776, resulting in a net realized
gain of $66.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 11
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These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
5. Federal income tax status
The Plan is intended to qualify as a deferred compensation plan under
sections 401 (a) and 401 (k) of the Internal Revenue Code of 1986.
Qualification of the Plan means that a Participant will not be subject to
federal income taxes on amounts contributed to the Participant's account,
or the earnings or appreciation thereon, until such amounts either are
withdrawn by the Participant or are distributed to the Participant or a
beneficiary in the event of the Participant's death. Payroll reduction
contributions to a Participant's account reduce the gross income of the
Participant for federal income tax purposes to the extent of the
contributions. The Company received a favorable determination letter from
the Internal Revenue Service dated August 20, 1996, concerning the
qualification of the Plan under federal income tax regulations. In
addition, the Company also received a favorable determination letter from
the Internal Revenue Service dated December 8, 1986, concerning
qualification of the Master Long-Term Savings Trust under federal income
tax regulations. Management believes that the Plan is currently designed
and is being operated in compliance with requirements of the Internal
Revenue Code and that the Plan is tax exempt as of the financial
statement date.
Discussions of the federal income tax consequences of the Plans,
including consequences on distributions of Participant's account, are
contained in the Company's Employee Long-Term Savings Plan Summary Plan
Description (dated July, 2000).
6. Participation in Master Trust
The Central Illinois Public Service Company Master Long-Term Savings
Trust (the Master Trust) was established April 1, 1985, to serve as the
funding medium for the Plan and for the other separate Employee Long-Term
Savings Plan which is for the members of the IBEW No. 702 collective
bargaining unit employed by the Participating Subsidiaries. This separate
plan is not included in this report and is shown separately in its own
report. At December 31, 2000 and 1999, the Plan's interest in the net
assets of the master trust was approximately 44%.
The Master Trusts' Statement of Net Assets at December 31, 2000 and 1999
and Statement of Changes in Net Assets for the Year Ended December 31,
2000 and 1999 are detailed on the following pages.
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
December 31, 2000 and 1999
Page 12
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Statement of Net Assets, Master Trust
2000 1999
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Investments, at fair value:
Ameren Common Stock Fund $ 19,292,555 $ 17,779,909
Bond Index Fund 1,753,203 1,572,443
Money Market Fund 5,151,053 2,986,046
Growth Equity Fund 11,017,606 13,653,646
Standard & Poor's (S&P) 500 Equity Index Trust 15,027,531 15,277,471
Merrill Lynch Retirement Preservation Trust 2,549,312 1,194,818
AIM Value Fund 4,585,338 3,492,094
Merrill Lynch Global Allocation Fund - Class A 847,694 485,030
Merrill Lynch Capital Fund - Class A 850,298 722,074
Participant Loan Fund 2,705,672 2,542,130
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Total investments 63,780,262 59,705,661
Cash 36,663 -
Receivables:
Due from broker for investment sales 257,905 -
Contributions receivable 260,927 229,799
Interest and dividends receivable 37,830 29,891
-------------- --------------
Net assets available for benefits $ 64,373,587 $ 59,965,351
=================== ================
AMEREN CORPORATION
Employee Long-Term Savings Plan - IUOE NO. 148
Notes to Financial Statements
For the Years Ended December 31, 2000 and 1999
Page 13
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Statement of Changes in Net Assets, Master Trust
2000 1999
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Additions:
Participant contributions $ 5,107,076 $ 4,808,612
Employer contributions 334,939 230,191
Interest and dividends 2,395,414 2,082,361
Net appreciation in fair value of investments 827,966 1,177,732
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Total additions 8,665,395 8,298,896
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Deductions:
Distributions 4,250,519 2,692,076
Administrative expenses 6,640 5,992
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Total deductions 4,257,159 2,698,068
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Increase in net assets available for benefits 4,408,236 5,600,828
Net assets available for benefits
Beginning of year 59,965,351 54,364,523
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End of year $ 64,373,587 $ 59,965,351
================== =================
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMEREN CORPORATION
LONG-TERM SAVINGS
PLAN - IUOE NO. 148
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Jean M. Hannis
--------------------------
Jean M. Hannis
Vice President
June 29, 2001
EXHIBIT INDEX
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
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23 Consent of Independent Accountants
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-43743) of Ameren Corporation of our
report dated June 28, 2001 on the financial statements of the Ameren Corporation
Long-Term Savings Plan, IUOE No. 148 for the year ended December 31, 2000, which
is included in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
June 28, 2001