[AMEREN LOGO]
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT OF
AMEREN CORPORATION
Time: 9:00 A.M.
Tuesday
April 25, 200024, 2001
Place: Powell Symphony Hall
718 North Grand Boulevard
St. Louis, Missouri
IMPORTANT
Admission to the meeting will be by ticket only. If you plan to attend,
please checkadvise the Company in your proxy vote (by telephone or by checking the
appropriate box on the proxy.proxy card). Persons without tickets will be admitted to
the meeting upon verification of their stockholdings in the Company.
Please vote date, sign, and returnby proxy (via telephone or the enclosed proxy in the accompanying
reply envelopecard) even if
you own only a few shares. If you attend the meeting and want to change your
proxy vote, you can do so by voting in person at the meeting.
AMEREN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
AMEREN CORPORATION
We will hold the Annual Meeting of Stockholders of Ameren Corporation at
Powell Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on
Tuesday, April 25, 2000,24, 2001, at 9:00 A.M., for the purposes of
(1)electing directorsDirectors of the Company for terms ending in April 2001;2002;
(2)considering a stockholder proposal relating to releases from the
Callaway Plant; (3)considering a stockholder proposal relating to cumulative voting; and
(4)(3)acting on other proper business presented to the meeting.
The Board of Directors of the Company presently knows of no other business
to come before the meeting.
If you owned shares of the Company's Common Stock at the close of business
on March 6, 2000,8, 2001, you are entitled to vote at the meeting and at any adjournment
thereof. To assureAll shareowners are requested to be present at the meeting in person or
by proxy so that your shares are represented at this meeting, pleasea quorum may be assured.
You may vote date,via telephone or, if you prefer, you may sign and return the
enclosed proxy card in the enclosed envelope. TheYour prompt return of yourvote by proxy will
reduce expenses. Instructions for voting by telephone are included with this
mailing. If you attend the meeting, you may revoke your proxy by voting in
person.
By order of the Chairman and the Board of Directors.
STEVEN R. SULLIVAN
Secretary
St. Louis, Missouri
March 16, 200015, 2001
PROXY STATEMENT OF AMEREN CORPORATION
(First sent or given to stockholders March 16, 2000)15, 2001)
Principal Executive Offices:
One Ameren Plaza
1901 Chouteau Avenue, St. Louis, MO 63103
The enclosed proxyThis solicitation of proxies is solicitedmade by the Board of Directors of Ameren
Corporation (the "Company" or "Ameren") for use at the Annual Meeting of Stockholders
of the Company to be held on Tuesday, April 25, 2000,24, 2001, and at any adjournment
thereof.
As a result of a merger effective December 31, 1997 (the "Merger"), the
Company is a holding company, the principal first tier subsidiaries of which are
Union Electric Company, d/b/a AmerenUE ("Union Electric"), Central Illinois
Public Service Company, d/b/a AmerenCIPS ("CIPS"), and Ameren Services Company.Company
("Ameren Services"), AmerenEnergy Resources Company ("AER"), and AmerenEnergy,
Inc.
VOTING
Who Can Vote
The accompanying proxy card represents all shares registered in the
name(s) shown thereon, including shares in the Company's DRPlus Plan.
Participants in the Ameren Corporation Savings Investment Plans will receive
separate proxies for shares in such plans.
Only stockholders of record at the close of business on the Record Date,
March 6, 2000,8, 2001, are entitled to vote at the meeting. The voting securities of the
Company on such date consisted of 137,215,462 shares of Common Stock. In order
to conduct the meeting, a majorityholders of more than one-half of the outstanding shares
entitled to vote
must be represented.
A proxy can be revoked by delivering either a written revocation or a
signed proxy bearing a later date to the Secretary of the Company or by votingpresent in person at the meeting.
Returned proxies which are properly marked and signed will be voted as
directed. Ifor represented by proxy so that there is a quorum. It
is important that you sign the proxy but do not make specific choices,vote promptly so that your shares will be voted as recommended byare counted toward the
Board - FOR the Board's nominees for
Director; AGAINST Item 2; and AGAINST Item 3. On any other matters, the named
proxies will use their discretion.quorum.
In determining whether a quorum is present at the meeting, shares
registered in the name of a broker or other nominee, which are voted on any
matter, will be included. In tabulating the number of votes cast, -1-
withheld
votes, abstentions, and non-votes by banks and brokers are not included.
The Board of Directors has adopted a confidential voting policy for
proxies.
-1-
How You Can Vote
By Proxy. Before the meeting, you can give a proxy to vote your shares
of the Company's Common Stock in one of the following ways:
- - by calling the toll-free telephone number; or
- - by completing and signing the enclosed proxy card and mailing it
in time to be received before the meeting.
The telephone voting procedure is designed to confirm your identity and to
allow you to give your voting instructions. If you wish to vote by telephone,
please follow the enclosed instructions.
If you mail us your properly completed and signed proxy card, or vote by
telephone, your shares of the Company's Common Stock will be voted according to
the choices that you specify. If you sign and mail your proxy card without
marking any choices, your proxy will be voted as recommended by the Board - FOR
the Board's nominees for Director and AGAINST Item 2. On any other matters, the
named proxies will use their discretion.
In Person. You may come to the meeting and cast your vote there. Only
stockholders of record at the close of business on the Record Date, March 8,
2001, are entitled to vote at the meeting.
How You Can Revoke Your Proxy
You may revoke your proxy at any time after you give it and before it is
voted by delivering either a written revocation or a signed proxy bearing a
later date to the Secretary of the Company or by voting in person at the
meeting.
ITEMS TO BE CONSIDERED
Item (1): Election of Directors
Fourteen directors are to be elected at the meeting, to serve until the
next annual meeting of stockholders and until their successors are elected and
qualified. The nominees designated by the Board of Directors are listed below
with information about their principal occupations and backgrounds.
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WILLIAM E. CORNELIUS
Retired Chairman of the Board of Directors and Chief Executive Officer of Union
Electric. Mr. Cornelius joined Union Electric in 1962, held several management
positions, and became President in 1980. In 1988 he was elected Chairman of the
Board and served in that capacity until his retirement in 1994. He is a member
of the Executive and Contributions Committees of the Board of Directors.
Director of the Company since 1997. Other directorships:
GenAmerica Financial Corporation. Age: 68.69.
CLIFFORD L. GREENWALT
Retired Vice Chairman of the Company and retired President and Chief Executive
Officer of CIPSCO Incorporated and CIPS. Mr. Greenwalt joined CIPS in 1963, was
elected a senior vice president in 1980, and was named President and CEO in
1989. Mr. Greenwalt is a member of the Executive and Contributions Committees of
the Board. Director of the Company since 1997. Other directorships: National
City Corporation and its subsidiary, National City Bank of Michigan/Illinois.
Age: 67.68.
THOMAS A. HAYS
Retired Deputy Chairman of The May Department Stores Company, a nationwide
retailing organization. Mr. Hays joined the May organization in 1969. He served
as Vice Chairman from 1982 to 1985 and President from 1985 to 1993, when he
became Deputy Chairman. He is a member of the Executive and Human Resources
Committees of the Board. Director of -2-
the Company since 1997. Other
directorships: Leggett & Platt Incorporated; Payless Shoe Source, Inc. Age: 67.68.
THOMAS H. JACOBSEN
Former Chairman of the Board, Firstar Corporation, a bank holding company. Mr.
Jacobsen was elected Chief Executive Officer of Mercantile Bancorporation Inc.,
a bank holding company, in 1989 and became Chairman of Firstar Corporation upon
Mercantile's merger with Firstar in 1999. He was elected to directorship with
U.S. Bancorporation upon its merger with Firstar in 2001. Adviser to the
Company's Board since 1997. A first-time nominee as Director of the Company's
Board. Other directorships: U.S. Bancorporation; Federal Reserve Bank of St.
Louis; Trans World Airlines. Age: 61.
-3-
RICHARD A. LIDDY
Chairman President, and Chief Executive Officer of GenAmerica Financial Corporation, which provides life, health,
pension, annuity and related insurance products and services. Mr. Liddy joined
GenAmerica Corporation as President and Chief Operating Officer in 1988 and was elected to
his present position in 1995. Mr. Liddy is a member of the Auditing Committee of
the Board. Director of the Company since 1997. Other directorships: Brown GroupShoe
Company, Inc.; Ralston Purina Company; certain subsidiariesEnergizer Holdings, Inc.; Reinsurance
Group of GenAmerica Corporation.America. Age: 64.65.
GORDON R. LOHMAN
Retired Chairman and Chief Executive Officer of AMSTED Industries Incorporated,
Chicago, Illinois, a manufacturer of railroad, construction, and general
industrial products. Mr. Lohman was elected President of AMSTED Industries in
1988 and became Chief Executive Officer in 1990 and Chairman in 1997. Mr. Lohman
is a member of the Executive and Human Resources Committees of the Board of
Directors. Director of the Company since 1997. Other directorships: Fortune
Brands, Inc. Age: 65.66.
RICHARD A. LUMPKIN
Chairman, President and Chief Executive Officer of Illinois Consolidated
Telephone Company, Mattoon, Illinois, Vice Chairman of McLeodUSA Inc.Incorporated
and Chairman of Illuminet Holdings, Inc. Mr. Lumpkin was elected Treasurer of
Illinois Consolidated Telephone Company in 1968, and President in 1977, and was
named to his present position in 1990. As thea result of a September 1997 merger,
he also serves as Vice Chairman of McLeodUSA. He is a member of the Auditing
Committee of the Board. Director of the Company since 1997. Other directorships:
McLeodUSA; First Mid-Illinois Bancshares, Inc.; First Mid-Illinois Bank & Trust;
Illuminet Holdings, Inc. Age: 65.66.
JOHN PETERS MacCARTHY
Retired Chairman and Chief Executive Officer of Boatmen's Trust Company, which
conducted a general trust business. Prior to being elected to such position in
1988, he served as President and Chief Executive Officer of Centerre Bank, N.A.
He is Chairman of the Human Resources and Nominating Committees of the Board and
is a member of the Executive Committee. Director of the Company since 1997.
Other directorships: Brown Shoe Company.Company, Inc. Age: 66.
-3-67.
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HANNE M. MERRIMAN
Principal in Hanne Merriman Associates, Washington, D.C., retail business
consultants. Ms. Merriman is a member of the Contributions and Nominating
Committees of the Board. Director of the Company since 1997. Other
directorships: Ann Taylor Stores Corporation; US Airways Group, Inc.; State Farm
Mutual Automobile Insurance Co.; The Rouse Company; T. Rowe Price Mutual Funds;
Finlay Enterprises, Inc. Age: 58.59.
PAUL L. MILLER, JR.
President and Chief Executive Officer of P. L. Miller & Associates, a management
consultant firm which specializes in strategic and financial planning for
privately held companies and distressed businesses and in international business
development. He is also a principal in a financial advisory firm for small to
middle market companies. Mr. Miller has served as president of an international
subsidiary of an investment banking firm, and for over 20 years was president of
consumer product manufacturing and distribution firms. He is a member of the
Auditing Committee of the Board. Director of the Company since 1997. Age: 57.58.
CHARLES W. MUELLER
Chairman, President and Chief Executive Officer of the Company and President and
Chief Executive Officer of Union Electric and Ameren Services Company.Services. Mr. Mueller began
his career with Union Electric in 1961 as an engineer. He was named Treasurer in
1978, Vice President-Finance in 1983, Senior Vice President-Administrative
Services in 1988; President in 1993 and Chief Executive Officer in 1994. Mr.
Mueller was elected Chairman of Ameren and Ameren Services Company upon the Merger. He
is a member of the Executive and Contributions Committees of the Board. Director
of the Company since 1997. Mr. Mueller is Deputy Chairman of the Federal Reserve Bank
of St. Louis. Other directorships: Union Electric (since 1993); CIPS (since
1997); Angelica Corporation. Age: 61.
ROBERT H. QUENON
Retired Chairman of Peabody Holding Company, Inc., which is engaged in mining,
marketing and transportation of coal. Mr. Quenon was elected President and Chief
Executive Officer of Peabody Coal in 1978. From 1983 to 1990 he served as
President and Chief Executive Officer of Peabody Holding and was Chairman of
that firm from 1990 until his retirement in August 1991. Mr. Quenon was Chairman
of the Federal Reserve Bank of St. Louis from 1993 to 1995. He is a member of
the Human Resources and Nominating Committees of the Board. Director of the
-4-
Company since 1997. Other directorships: Newmont Mining Corporation; Laclede
Steel Company. Age: 71.62.
HARVEY SALIGMAN
Retired Managing
Partner of Cynwyd Investments, a family real estate partnership. Mr. Saligman
also served in various executive capacities in the consumer products industry
for more than 25 years. He is Chairman of the Auditing Committee of the Board.
Director of the Company since 1997. Age: 61.62.
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JANET McAFEE WEAKLEY
PresidentChairman of Janet McAfee Inc., a residential real estate company which she
founded in 1975. She is a member of the Auditing, Executive, and Nominating
Committees and is Chairman of the Contributions Committee of the Board. Director
of the Company since 1997. Other directorships: Barnes-Jewish Hospital. Age: 70.71.
JAMES W. WOGSLAND
Retired Vice Chairman of Caterpillar, Inc. Mr. Wogsland was elected Executive
Vice President and director of Caterpillar in 1987. He served as Vice Chairman
and director from 1990 until his retirement in 1995. Mr. Wogsland is a member of
the Auditing Committee of the Board. Director of the Company since 1997. Age:
68.69.
The fourteen nominees for directorDirector who receive the most votes will be
elected.
The Board of Directors knows of no reason why any nominee will not be able
to serve as a director.Director. If, at the time of the Annual Meeting, any nominee is
unable or declines to serve, the proxies may be voted for a substitute nominee
approved by the Board.
During 1999,2000, the Board of Directors met six times. Except for Mr. Liddy,Jacobsen
who is a first-time nominee, all nominees attended at least 75%78% of the meetings
of the Board and the Board Committees of which they were members, and aggregate
attendance of the nominees as a group exceeded 90%93%.
Age Policy - Directors who attain age 72 prior to the date of an annual
meeting cannot be designated as a nominee for election at such meeting. Director
Robert H. Quenon is completing his Board service at the Annual Meeting pursuant
to this age policy. In addition, the eligibility of former employees, except for
one who has been elected Chief Executive OfficeOfficer of Ameren, Union Electric or
CIPS, is limited to the date upon which they retire, resign or otherwise sever
active employment with the respective company.
-5-
Board Committees - The Board of Directors has standing Auditing,
Contributions, Executive, Human Resources and Nominating Committees, the members
of which are identified in the biographies above. The Auditing, Human Resources
and Nominating Committees are comprised entirely of outside directors. Each of
the members of the Auditing Committee is independent as defined by the New York
Stock Exchange listing standards.
-6-
The general functions of the Auditing Committee include: (1) reviewing,
with management and the independent accountants, the adequacy of the Company's
system of internal accounting controls; (2) reviewing the scope and results of
the annual examination and other services performed by the independent
accountants; (3) reviewing, with management and the independent accountants, the
Company's annual audited financial statements and recommending to the Board the
inclusion of such financial statements in the Company's Annual Report on SEC
Form 10-K; (4) recommending to the Board the appointment of independent
accountants and approving fees for the services they perform; and (4)(5) reviewing
the scope of audits and annual budget of the Company's internal audit
department. The Board of Directors has adopted a written charter for the
Auditing Committee, which is included as an appendix to this proxy statement.
The Auditing Committee held three meetings in 1999.2000.
The Contributions Committee makes policies and recommendations with
respect to charitable and other contributions. The Contributions Committee held
one
meetingthree meetings in 1999.2000.
The Executive Committee has such duties as may be delegated to it from
time to time by the Board. The Executive Committee did not meet in 1999.2000.
The Human Resources Committee considers the qualifications of executive
personnel and recommends changes therein, considers or recommends salary
adjustments for certain employees and considers and acts on important policy
matters affecting Company personnel. The Human Resources Committee held fivefour
meetings in 1999.2000.
The Nominating Committee considers and recommends for Board approval
candidates for the Board of Directors, as recommended by management, other
members of the Board, stockholders and other interested parties. The Nominating
Committee held one meeting in 1999.2000.
Directors' Compensation - Directors who are employees of the Company do
not receive compensation for their services as a director.Director.
Each directorDirector who is not an employee of the Company receives an annual
retainer of $20,000, an annual award of 400 shares of the Company's Common Stock
(increased from 300 shares effective January 1, 2000) and a fee of $1,000 for each Board meeting and each Board Committee meeting
attended.
-6-
An optional deferred compensation plan available to directorsDirectors permits
non-employee directorsDirectors to defer all or part of their annual
-7-
retainer and meeting fees. Deferred amounts, plus an interest factor, are
used to provide payout distributions following completion of Board service and
certain death benefits. Costs of the deferred compensation plan are expected to
be recovered through the purchase of life insurance on the participants, with
the Company being the owner and beneficiary of the insurance policies.
Item (2): Stockholder Proposal Relating to Releases from the Callaway Plant
Proponents of the stockholder proposal described below notified the
Company of their intention to attend the 20002001 Annual Meeting to present the
proposal for consideration and action. The names and addresses of the proponents
and the number of shares they hold will be furnished by the Secretary of the
Company upon receipt of any oral or written request for such information.
WHEREAS: Nuclear power plants, including Callaway, during routine operation,
release into the air and water radioactive wastes which we believe increase the
risk of life-shortening illnesses, genetic mutations, and environmental damage;
Though the federal government's "permissible" concentration levels govern these
releases, we believe "permissible" does not mean safe, but merely
expedient;
AmerenUE extracts Missouri River water for Callaway's cooling systems, and some
of that water becomes radioactively contaminated;
Some wastewater streams contaminated with concentrations of radioactivity that
exceed permissible federal release standards are placed in storage tanks
until some of the shorter-lived isotopes can decay; some wastewater
streams are re-filtered before being recycled (within the plant) or are
released to the river; some wastewater streams are merely pumped into
other waste processing tanks to be diluted with cleaner water before
discharge to the river. Instruments monitoring the flow of wastewater
batches after discharge are set only to detect gamma-emitting isotopes;
some beta emitters (including tritium and noble gases) and alpha emitters
can be released without detection. Unfiltered, accidental leaks and
releases can also occur through the established liquid effluent pathways;
One contaminant - tritium, a radioactive isotope of hydrogen - accumulates in
the cooling water as a fission and activation product;
Since no economically feasible technology exists to filter tritium from cooling
water effluents, it is released in gaseous emissions to the -7-
atmosphere and
in liquid releases into the Missouri River - 79 miles upstream from St.
Louis County's drinking water intake;
-8-
The medical profession typically decontaminates a lab table for spills of even
90 trillionths (per four-inch square) of one curie of radioactivity.
During Callaway's operation in 1998,1999, the Company reported releasing
1,394.11,480.8 curies of tritium in 238267 batches of filtered radioactive
wastewater into the Missouri River. The company also reported releasing
tritium to the atmosphere.atmosphere;
Tritium can be ingested or inhaled, potentially causing reproductive,
cellular, and genetic damage. Its
half-life is 12.3 years;
Because tritium and the other radioactive isotopes routinely released from
Callaway will continue emitting radiation particles and rays for at least
ten half-lives, the impacts of the Callaway liquid wastes on the water,
algae, fish and other creatures (including humans) living downwind can be
persistent.
RESOLVED: shareholders request that Ameren describe, in its next annual report,
its efforts to reduce the release of radioactive materials to the air and water
during Callaway's routine operation.
SUPPORTING STATEMENT
Radioactive releases occur during Callaway's routine operation. We believe that
the impact of these planned radiation releases, no matter how small, is
cumulative, irreversible, and potentially dangerous. In addition, the threat of
disastrous accidental releases remains. Ameren should take responsibility for a
more complete accounting of all radiation releases, so that the Company and its
shareholders can more accurately assess the plant's impact on the biosphere.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM (2).
On-going measurements at Callaway consistently show that plant effluent
releases are less than oneten percent of the levels allowed by current regulations.
This low level of effluent releases clearly demonstrates the Company's
successful commitment to reduce the level of radioactive material released from
the Callaway Plant. Because effluent releases at Callaway are already a small
fraction of allowable standards, additional reporting or expenditures by the
Company would have minimal impact, and the Board therefore recommends a vote
AGAINST ITEM (2).
Passage of the proposal requires the affirmative vote of a majority of the
votes cast.
-8--9-
Item (3): Stockholder Proposal Relating to Cumulative Voting
The proponent of the stockholder proposal described below notified the
Company of its intention to attend the 2000 Annual Meeting to present the
proposal for consideration and action. The name and address of the proponent and
the number of shares it holds will be furnished by the Secretary of the Company
upon receipt of any oral or written request for such information.
BE IT RESOLVED: That the stockholders of Ameren Corp. ("Company"),
assembled in annual meeting in person and by proxy, hereby request that the
Board of Directors take the steps necessary to provide for Cumulative Voting in
the election of directors, which means each stockholder shall be entitled to as
many votes as shall equal the number of shares he or she owns, multiplied by the
number of directors to be elected, and he or she may cast all of such votes for
a single candidate, or any two or more candidates as he or she may see fit.
SUPPORTING STATEMENT
Cumulative voting is one of the few ways stockholders can attempt to elect
members who they believe represent their views.
Cumulative voting maximizes a stockholder's voting power by allowing him or
her to concentrate votes for a single nominee or combination of nominees. For
example, Ameren Corp. has a De-classified Board, which means that all fourteen
directors are stand for election at the same time. Without Cumulative Voting,
the owners of 14.3% of the company's stock do not have a realistic chance of
electing a director. They would only be able to cast their 14.3% for each
nominee. However, with Cumulative Voting, those same owners would have a
realistic chance to elect a nominee by lumping all of their votes for that
nominee.
Even if dissident stockholders do not have enough votes to elect nominees,
cumulative voting ensures that management and the Board will consider their
views.
We urge you to vote FOR this proposal.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM (3).
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The Board believes that the adoption of cumulative voting would reduce the
effectiveness of Ameren's Board of Directors and would be detrimental to the
best interest of the Company and its shareholders. The Company's directors have
always been chosen for their accomplishment, commitment, integrity and diversity
of background and experience and share the common objective of advancing the
best interests of all shareholders, not a special interest or a particular
constituency.
Cumulative voting has the appearance of fairness, but in reality would
benefit special interest groups. Cumulative voting could permit a shareholder or
group of shareholders owning substantially less than a majority of a company's
stock to elect a director to advance a group's narrow interests. This could
alter the proper balance, diversity and independence of the Board, would
introduce the likelihood of factionalism and discord within the Board, and may
undermine its ability to work effectively on behalf of the interests of all of
the shareholders.
Factionalism and discord within the Board would inhibit its discussions and
decision-making, shifting the Board's attention away from the Company's
strategic plans to the director's single interest agenda. The proponent has
given no reason, and the Board of Directors knows of none, why the present
method of voting should not continue to work as successfully in the future as it
has in the past. Accordingly, the Board recommends a vote AGAINST ITEM (3).
Passage of the proposal requires the affirmative vote of a majority of the
votes cast.
Item (4): Other Matters
The Board of Directors does not know of any matter, other than the
election of directorsDirectors and the proposalsproposal set forth above, which may be presented
to the meeting.
SECURITY OWNERSHIP
Based on an Amendment to Schedule 13G filed with the Securities and
Exchange Commission on February 10, 2000,12, 2001, Capital Research and Management
Company, 333 South Hope Street, Los Angeles, California 90071, had sole
dispositive power over 11,382,8007,137,800 shares of the Company's Common Stock and no
voting power with respect to any such shares. Pursuant to Rule 13d-4, such
Company disclaimed beneficial ownership of the reported shares. The reported
shares represent approximately 8.3%5.2% of the outstanding Common Stock of the
Company.
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SECURITY OWNERSHIP OF MANAGEMENT
Shares of Common Stock
of the Company
Beneficially Owned
Name as of February 1, 2000
---- ------------------------2001
Paul A. Agathen 15,04332,980
Donald E. Brandt 14,58033,222
William E. Cornelius 11,68812,236
Clifford L. Greenwalt 15,90617,083
Thomas A. Hays 9,73810,355
Thomas H. Jacobsen 7,282
Richard A. Liddy 3,1363,852
Gordon R. Lohman 1,2691,742
Richard A. Lumpkin 3,2703,955
John Peters MacCarthy 9,63810,255
Hanne M. Merriman 3,1653,784
Paul L. Miller, Jr. 2,7753,367
Charles W. Mueller 45,05495,541
Robert H. Quenon 3,682 4,337
Gary L. Rainwater 4,41619,451
Garry L. Randolph 7,34614,659
Harvey Saligman 3,6384,255
Janet McAfee Weakley 4,2824,875
James W. Wogsland 2,0932,566
All Directors, nominees for Director
and executive officers as a group 264,453 489,884
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Includes shares held jointly. Also includes shares issuable within 60
days upon the exercise of stock options as follows: Mr. Agathen,
10,575;28,175; Mr. Brandt, 13,200;31,675; Mr. Mueller, 36,175;84,950; Mr. Rainwater,
13,425; and Mr. Randolph, 5,150.12,250. Reported shares include those for
which a director,Director, nominee for directorDirector or executive officer has voting
or investment power because of joint or fiduciary ownership of the
shares or a relationship with the record owner, most commonly a
spouse, even if such nominee or executive officer does not claim
beneficial ownership.
Shares beneficially owned by all directors,Directors, nominees for directorDirector and
executive officers in the aggregate do not exceed one percent of any
class of equity securities outstanding. Director Quenon is completing his Board service at the Annual Meeting.
There are no family relationships between any Director, executive
officer, or person nominated or chosen by the Company to become a
Director or executive officer except that Charles W. Mueller is the
father of Michael G. Mueller, who is a Vice President of certain
Company subsidiaries.
EXECUTIVE COMPENSATION
Ameren Corporation Human Resources Committee Report on Executive Compensation
Ameren Corporation and its subsidiaries' (collectively referred to as
"Ameren") goal for executive compensation is to approximate the median of the
range of compensation paid by similar companies. Accordingly, the Human
Resources Committee of the Board of Directors of Ameren -11-
Corporation, which is
comprised entirely of non-employee directors,Directors, makes annual reviews of the
compensation paid to the executive officers of Ameren. The Committee's
compensation decisions with respect to the five highest paid officers of Ameren
Corporation and its principal subsidiaries are subject to approval by such
company's Board of Directors. Following the annual reviews, the Committee
authorizes appropriate changes as determined by the three basic components of
the executive compensation program, which are:
o Base salary,
o A performance-based short-term incentive plan, and
o Long-term stock-based awards.
First, in evaluating and setting base salaries for executive officers,
including the Chief Executive Officers of Ameren Corporation and its
subsidiaries, the Committee considers: individual responsibilities, including
changes which may have occurred since the prior review;
-11-
individual performance in fulfilling responsibilities, including the
degree of competence and initiative exhibited; relative contribution to the
results of operations; the impact of operating conditions; the effect of
economic changes on salary structure; and comparisons with compensation paid
by similar companies. Such considerations are subjective, and specific measures
are not used in the review process.
The second component of the executive compensation program is a
performance-based Executive Incentive Compensation Plan established by the
Ameren Corporation Board, which provides specific, direct relationships between
corporate results and Plan compensation. For 1999,2000, Ameren consolidated year-end
earnings per share (EPS) target levels were set by the Human Resources
Committee. If EPS reaches at least the minimum target level, the Committee
authorizes incentive payments within prescribed ranges based on individual
performance and degree of responsibility. If EPS fails to reach the minimum
target level, no payments are made. Under the Plan, it is expected that payments
to the Chief Executive Officers of Ameren Corporation and its subsidiaries will
range from 0-37% of base salary. For 1999,2000, actual payments ranged from 28.5%28.8% to
35.5%35.6% of base salary.
The third component of the 19992000 executive compensation program is the
Long-Term Incentive Plan of 1998, which also ties compensation to performance.
The Plan was approved by Ameren Corporation shareholders at its 1998 Annual
Meeting and provides for the grant of options, restricted stock, performance
awards, stock appreciation rights and other awards. The Human Resources
Committee determines who participates
-12-
in the Plan and the number and types of
awards to be made. It also sets the terms, conditions, performance requirements
and limitations applicable to each award under the Plan. Awards under the 1998
Plan have been at levels that approximate the median of the range of awards
granted by similar companies.
In determining the reported 19992000 compensation of the Chief Executive
Officers, as well as compensation for the other executive officers, the Human
Resources Committee considered and applied the factors discussed above. Further,
the reported compensation reflects an above-average level of achievement in
attaining 19992000 EPS. Authorized compensation for the Company's executive officers
fell within the ranges of those paid by similar companies.
/s/ John Peters MacCarthy, Chairman
/s/ Thomas A. Hays
/s/ Gordon R. Lohman
/s/ Robert H. Quenon
-12-
Compensation Tables
The following tables contain compensation information, for the periods
indicated, for (a) the Chairman, President and Chief Executive Officer of the
Company and (b) the four other most highly compensated executive officers of the
Company who were serving as executive officers at the end of 1999.
-13-
2000.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual CompensationSecurities All Other
Name and Compensation Securities All Other
------------ Underlying Compen-
------------
Principal Position Year Salary($) Bonus($) Options(#) sation($)
- --------------------- ---- --------- -------- ---------- ---------
C. W. Mueller 2000 660,000 235,200 108,100 79,421
Chairman of Ameren; 1999 580,000 206,000 75,300 45,850
Chairman of Ameren;President and Chief 1998 550,000 198,000 63,800 53,751
President and 1997 500,000 155,000 23,000 45,723
Chief
Executive Officer,
Ameren, Union Electric
and Ameren Services
Company
G. L. Rainwater 2000 400,000 115,200 32,600 9,450
President and Chief 1999 342,000 97,500 27,900 4,825
President and ChiefExecutive Officer,CIPS; 1998 325,000 93,000 25,800 66
Executive Officer, CIPS 1997 246,000 - - 134President, AER
D. E. Brandt 2000 342,000 82,100 32,600 47,117
Senior Vice President, 1999 292,000 78,800 27,900 35,781
Senior Vice President,Ameren, Union Electric 1998 274,000 79,000 25,800 31,947
Ameren, Union Electric 1997 254,000 64,000 7,800 27,580
and Ameren Services
CompanyG. L. Randolph 2000 276,000 78,700 14,100 11,729
Senior Vice President, 1999 236,000 47,800 10,700 6,833
Union Electric 1998 220,000 47,000 9,700 6,294
P. A. Agathen 2000 272,000 71,800 32,600 27,408
Senior Vice 1999 242,000 65,300 27,900 22,435
Senior VicePresident, Ameren 1998 230,000 63,000 25,800 19,644
President, Ameren 1997 215,000 51,000 7,800 18,045
Services Company
G. L. Randolph 1999 236,000 47,800 10,700 6,833
Vice President, 1998 220,000 47,000 9,700 6,294
Union Electric 1997 192,000 38,000 3,400 5,953
Includes compensation received as an officer of Ameren and its subsidiaries.
Amounts includeAmount includes (a) matching contributions to the 401(k) plan and (b)
above-market earnings on deferred compensation, as follows:
(a) (b)
C. W. Mueller $4,800 $41,050$7,740 $71,681
G. L. Rainwater 3,952 8735,100 4,350
D. E. Brandt 5,313 30,4687,703 39,414
G. L. Randolph 7,654 4,075
P. A. Agathen 4,605 17,830
G. L. Randolph 5,706 1,1275,950 21,458
-14--13-
OPTION GRANTS IN 19992000
Number of % of Total Grant
Shares Options Date
Underlying Granted to Exercise Present
Options Employees Price Expiration Value
Name Granted in 19992000 ($/Sh) Date ($)
---- ---------- ------- ------ ---- ---
C. W. Mueller 75,300 9.8 36.625108,100 11.29 31.00 2/12/09 354,66311/10 448,615
G. L. Rainwater 27,900 3.63 36.62532,600 3.41 31.00 2/12/09 131,40911/10 135,290
D. E. Brandt 27,900 3.63 36.62532,600 3.41 31.00 2/12/09 131,40911/10 135,290
G. L. Randolph 14,100 1.47 31.00 2/11/10 58,515
P. A. Agathen 27,900 3.63 36.62532,600 3.41 31.00 2/12/09 131,409
G. L. Randolph 10,700 1.39 36.625 2/12/09 50,39711/10 135,290
Options relate to Ameren Common Stock and vest 25% annually beginning
February 12, 2001.11, 2002. Options are
not transferable.
The Grant Date Present Values were determined using the binomial option
pricing model, a derivative of the Black-Scholes option pricing model.
Assumptions used for the model are as follows: an option term of ten years,
stock volatility of 18.80%17.39%, a dividend yield of 6.51%6.61%, risk-free interest
rate of 5.44%6.81%, and a vesting restrictions discount rate of 3% per year over
the five-year vesting period. The Grant Date Present Value calculation is
presented in accordance with SEC proxy requirements, and the Company has no
way to determine whether the pricing model can properly determine the value
of an option. There is no assurance that the value, if any, that may be
realized will be at or near the value estimated by the model. No value will
be realized by the optionee unless the stock price increases from the
exercise price, in which case shareholders would benefit commensurately.
AGGREGATED OPTION EXERCISES IN 19992000
AND YEAR-END VALUES
Value of
Shares Unexercised In-the-Money
Acquired Value Options Options
on Realized at Year End(#) at Year End($)
Name Exercise $ Exercisable Unexercisable Exercisable Unexercisable
---- -------- --------------------- ----------- ------------- ----------- -------------
C. W. Mueller - - 25,925 169,715 - -55,875 247,325 404,198 2,828,364
G. L. Rainwater - - - 53,700 - -6,450 79,850 45,553 906,128
D. E. Brandt - - 9,550 64,35021,050 85,450 151,366 942,228
G. L. Randolph - - 8,100 34,400 58,538 386,294
P. A. Agathen - - 6,925 63,475 - -
G. L. Randolph - - 3,675 24,725 - -17,550 85,450 114,834 942,228
These columns represent the excess of the closing price of the Company's
Common Stock of $46.3125 per share, as of December 29, 2000, above the
exercise price of the options. The amounts under the Exercisable column
report the "value" of options that are vested and therefore could be
exercised. The Unexercisable column reports the "value" of options that are
not vested and therefore could not be exercised as of December 31, 2000.
-15--14-
Ameren Retirement Plan
Most salaried employees of Ameren and its subsidiaries earn benefits under
the Ameren Retirement Plan immediately upon employment. Benefits generally
become vested after five years of service. On an annual basis a bookkeeping
account in a participant's name is credited with an amount equal to a percentage
of the participant's pensionable earnings for the year. Pensionable earnings
equals base pay, overtime and annual bonuses, which are equivalent to amounts
shown as "Annual Compensation" in the Summary Compensation Table. The applicable
percentage is based on the participant's age as of December 31 of that year. If
the participant was an employee prior to July 1, 1998, an additional transition
credit percentage is credited to the participant's account through 2007 (or an
earlier date if the participant had less than 10 years of service on December
31, 1998.1998).
Participant's Age Regular Credit for Transition Credit
on December 31 Pensionable Earnings Pensionable Earnings Total Credits
- -------------- --------------------- -------------------- -------------
Less than 30 3% 1% 4%
30 to 34 4% 1% 5%
35 to 39 4% 2% 6%
40 to 44 5% 3% 8%
45 to 49 6% 4.5% 10.5%
50 to 54 7% 4% 11%
55 and over 8% 3% 11%
An additional regular credit of 3% is received for pensionable earnings
above the Social Security wage base.
These accounts also receive interest credits based on the average yield
for one-year U.S. Treasury BondsBills for the previous October, plus 1%. In addition,
certain annuity benefits earned by participants under prior plans as of December
31, 1997 were converted to additional credit balances under the Ameren
Retirement Plan as of January 1, 1998. When a participant terminates employment,
the amount credited to the participant's account is converted to an annuity or
paid to the participant in a lump sum. The participant can also choose to defer
distribution, in which case the account balance is credited with interest at the
applicable rate until the future date of distribution. Benefits are not subject
to any deduction for Social Security or other offset amounts.
-16--15-
In certain cases pension benefits under the Retirement Plan are reduced to
comply with maximum limitations imposed by the Internal Revenue Code. A
Supplemental Retirement Plan is maintained by Ameren to provide for a
supplemental benefit equal to the difference between the benefit that would have
been paid if such Code limitations were not in effect and the reduced benefit
payable as a result of such Code limitations. The plan is unfunded and is not a
qualified plan under the Internal Revenue Code.
The following table shows the estimated annual retirement benefits,
including supplemental benefits, which would be payable to each executive
officer listed if he were to retire at age 65 at his 19992000 base salary and annual
bonus, and payments were made in the form of a single life annuity.
Name Year of 65th Birthday Estimated Annual Benefit
---- --------------------- ------------------------
C. W. Mueller 2003 $430,000$383,000
G. L. Rainwater 2011 203,000192,000
D. E. Brandt 2019 273,000264,000
G. L. Randolph 2013 180,000
P. A. Agathen 2012 99,000
G. L. Randolph 2013 192,00094,000
Change of Control Severance Plan
Under the Ameren Corporation Change of Control Severance Plan, designated
officers of Ameren and its subsidiaries, including current officers of the
Company named in the Summary Compensation Table, are entitled to receive
severance benefits if their employment is terminated under certain circumstances
within three years after a "change of control". A "change of control" occurs, in
general, if (i) any individual, entity or group acquires 20% or more of the
outstanding Common Stock of Ameren or of the combined voting power of the
outstanding voting securities of Ameren; (ii) individuals who, as of the
effective date of the Plan, constitute the Board of Directors of Ameren, or who
have been approved by a majority of the Board, cease for any reason to
constitute a majority of the Board; or (iii) Ameren enters into certain business
combinations, unless certain requirements are met regarding continuing ownership
of the outstanding Common Stock and voting securities of Ameren and the
membership of its Board of Directors.
-17--16-
Severance benefits are based upon a severance period of two or three
years, depending on the officer's position. An officer entitled to severance
will receive the following: (a) salary and unpaid vacation pay through the date
of termination; (b) a pro rata bonus for the year of termination, and base
salary and bonus for the severance period; (c) continued employee welfare
benefits for the severance period; (d) a cash payment equal to the actuarial
value of the additional benefits the officer would have received under Ameren's
qualified and supplemental retirement plans if employed for the severance
period; (e) up to $30,000 for the cost of outplacement services; and (f)
reimbursement for any excise tax imposed on such benefits as excess payments
under the Internal Revenue Code.
AUDITING COMMITTEE REPORT
The Auditing Committee reviews Ameren Corporation's financial reporting
process on behalf of the Board of Directors. In fulfilling its responsibilities,
the Committee has reviewed and discussed the audited financial statements to be
included in the 2000 Annual Report on SEC Form 10-K with Ameren's management and
the independent accountants. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
The independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.
The Auditing Committee has discussed with the independent accountants,
the matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Committee has
discussed with the independent accountants, the accountants' independence from
Ameren and its management including the matters in the written disclosures and
the letter required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, received from the independent accountants.
The Auditing Committee has considered whether the independent accountants'
provision of the services covered under the captions "Independent Accountants" -
"Financial Information Systems Design and Implementation Fees" and "All Other
Fees" in the proxy statement is compatible with maintaining the accountants'
independence.
In reliance on the reviews and discussions referred to above, the Auditing
Committee recommended to the Board of Directors that the
-17-
audited financial statements be included in Ameren's Annual Report on SEC Form
10-K for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission.
/s/ Harvey Saligman, Chairman
/s/ Richard A. Liddy
/s/ Richard A. Lumpkin
/s/ Paul L. Miller, Jr.
/s/ Janet McAfee Weakley
/s/ James W. Wogsland
-18-
PERFORMANCE GRAPH
5 Year Cumulative Total Return
Ameren Corporaion Corporation, S&P 500, EEI Index
Value of $100 invested 12/31/94,95, including reinvestment of dividends
YEAR AEE S&P EEI
---- --- --- ---1995 1996 1997 1998 1999 2000
------ ----- ------ ------ ------ ------ ------
1994 100.00 100.00 100.00
1995
AEE 100 132.87 130.33 159.54 166.30 136.80
S&P 500 100 137.50 169.47 226.04 291.05 352.57
EEI Index 100 131.02 1996 130.33 169.47 132.59 1997 159.54 226.04 168.88 1998 166.30 291.05 192.34
1999 136.80 352.57 156.56
(1) Information shown for Ameren Corporation prior to 1/1/98 is based on an
assumed aggrigateaggregate investment of $100 on 12/31/9495 in the Common Stock of the
companies whose Common Stock was exchanged for Ameren Common Stock in the
Merger, consisting of $74 invested in Union Electric Common Stock and $26
invested in CIPSCO Incorporated Common Stock. Such amounts were determined
based upon the percentages, of the total number of shares of Ameren Common
Stock issued in the Merger, that were issued in exchange for Common Stock
of Union Electric and CIPSCO Incorporated.
Edison Electric Institute Index of 100 investor-owned electric
utilities.
-19-
INDEPENDENT ACCOUNTANTS
The Company has not selected its independent accountants for 2000. This
selection is expected to be made by the Board of Directors after the Auditing
Committee of the Board of Directors, the members of which are identified under
"Item (1): Election of Directors", has reviewed the prior year's audit report
with representatives of the independent accountants for such year. After such
review, the Auditing Committee will recommend to the Board of Directors for its
approval the selection of independent accountants for the Company forFiscal Year 2000 and
the fees to be paid for the regular annual audit.
PricewaterhouseCoopers LLP served as the Company's independent accountants
in 1999.2000. Representatives of thatthe firm are expected to be present at the annual
meeting with the opportunity to make a statement if they so desire and are
expected to be available to respond to appropriate questions.
PricewaterhouseCoopers LLP also served as independent accountants for the
Company's subsidiaries, including Union Electric and CIPS, in 1999.2000.
Audit Fees:
The aggregate fees billed or expected to be billed by
PricewaterhouseCoopers LLP for professional services rendered for the audit of
the Company's annual financial statements for fiscal year 2000 and the reviews
of the financial statements included in the Company's Forms 10-Q for such fiscal
year were $446,500. All but $35,500 of the fees have been billed through
December 31, 2000.
Financial Information Systems Design and Implementation Fees:
The Company did not engage PricewaterhouseCoopers LLP to provide advice to
the Company regarding financial information systems design and implementation
during the fiscal year ended December 31, 2000.
All Other Fees:
Fees and out-of-pocket expenses billed to the Company by
PricewaterhouseCoopers LLP during the Company's 2000 fiscal year for all other
non-audit services rendered to the Company totaled $1,006,432.
Fiscal Year 2001
The Company has not selected its independent accountants for 2001. This
selection is expected to be made by the Board of Directors by the second quarter
of fiscal 2001 after consideration of the recommendation of the Auditing
Committee of the Board of Directors, the present members of which are identified
under "Item (1): Election of Directors" and in the Auditing Committee Report.
-20-
STOCKHOLDER PROPOSALS
Any stockholder proposal intended for inclusion in the proxy material for
the Company's 20012002 Annual Meeting of Stockholders must be received by November
16, 2000.2001.
In addition, under the Company's By-Laws, stockholders who intend to
submit a proposal in person at an Annual Meeting, or who intend to nominate a
directorDirector at a Meeting,meeting, must provide advance written notice along with other
prescribed information. In general, such notice must be received by the
Secretary of the Company at the principal executive offices of the Company not
later than 60 or earlier than 90 days prior to the Meeting.meeting. A copy of the
By-Laws can be obtained by written request to the Secretary of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
A Form 4, Statement of Changes of Beneficial Ownership of Securities, filed
by Paul A. Agathen, Senior Vice President of Ameren Services Company, pursuant
to Section 16(a) of the Securities Exchange Act of 1934 relating to a single
transaction, was not filed on a timely
-20-
basis. The Company is not aware of any other reports on Form 3, Form 4 or Form 5
under such Act that were not filed on a timely basis.
MISCELLANEOUS
In addition to the use of the mails, proxies may be solicited by personal
interview, or by telephone or other means, and banks, brokers, nominees and
other custodians and fiduciaries will be reimbursed for their reasonable
out-of-pocket expenses in forwarding soliciting material to their principals,
the beneficial owners of stock of the Company. Proxies may be solicited by
Directors, officers directors and key employees of the Company on a voluntary basis
without compensation. The Company will bear the cost of soliciting proxies on
its behalf.
_____________
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE FURNISHED, WITHOUT CHARGE, TO STOCKHOLDERS OF
THE COMPANY UPON WRITTEN REQUEST TO STEVEN R. SULLIVAN, SECRETARY, P.O. BOX
66149, ST. LOUIS, MISSOURI 63166-6149.
FOR UP-TO-DATE INFORMATION ABOUT THE COMPANY, PLEASE VISIT THE COMPANY'S
HOME PAGE ON THE INTERNET - http://www.ameren.com
-21-
A - 3
AMEREN CORPORATION APPENDIX A
AUDITING COMMITTEE CHARTER
The Auditing Committee shall consist of three or more non-employee directors of
the Company designated by the Board of Directors who have no relationship to the
Company that may interfere with the exercise of their independence from
management and the Company. The Auditing Committee shall be approved by a
majority of the whole Board of Directors by resolution or resolutions. The
members of the Auditing Committee shall meet the independence and experience
requirements of the New York Stock Exchange. The Auditing Committee shall have
the authority to retain special legal, accounting or other consultants to advise
the Committee.
It is the Committee's responsibility to:
1. Recommend to the Board of Directors a firm of independent accountants,
which firm is ultimately accountable to the Auditing Committee and the
Board of Directors.
2. Evaluate the Company's independent accountants (and approve the
compensation paid to the independent accountants) and, where appropriate,
recommend to the Board of Directors the replacement of the independent
accountants.
3. Ensure that the independent accountants submit on a periodic basis to the
Auditing Committee a formal written statement delineating all
relationships between the independent accountants and the Company and
actively engage in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may impact the
accountants' objectivity and independence; and, if deemed appropriate by
the Auditing Committee, recommend that the Board of Directors take
appropriate action to ensure the independence of the accountants.
4. Review with the independent accountants and with management the proposed
scope of the annual audit (including planning and staffing), past audit
experience, the Company's internal audit program, recently completed
internal audits and other matters bearing upon the scope of the audit.
5. Review and discuss with management and the independent accountants the
annual audited financial statements to be included in the Company's
Form 10-K filing, including matters regarding accounting and auditing
principles as well as internal controls that could have a significant
effect on the Company's financial
A-1
statements and any other matters required to be discussed by the
Statement on Auditing Standards No. 61, as modified or supplemented,
relating to the conduct of the audit. The Auditing Committee shall also
recommend to the Board of Directors that the Company's annual financial
statements, together with the report of their independent accountants
as to their examination, be included in the Company's Annual Report on
Form 10-K.
6. The Chairman of the Auditing Committee, management and the independent
accountants will review and discuss the Company's quarterly financial
statements contained in its Form 10-Q prior to filing with the Securities
and Exchange Commission.
7. Review with management any suggestions and recommendations of the
independent accountants and internal auditors concerning the Company's
auditing and accounting principles and practices, and management's
responses to significant findings and recommendations.
8. Meet on a regular basis with a representative or representatives of the
Internal Audit Department of the Company and review the Internal Audit
Department's Reports of Operations.
9. Review the independent accountant's assessment of the Company's Internal
Audit function.
10. Review the appointment, replacement, reassignment or dismissal of the
Manager of Internal Audit.
11. Review whether the Company's Statement of Policy on Business Ethics and
Conflicts of Interest have been communicated by the Company to all key
employees of the Company with a direction that all such key employees
certify that they have read, understand and are not aware of any violation
of the Statement of Policy on Business Ethics and Conflicts of Interest.
12. In conjunction with management, the Manager of Internal Audit, and the
independent accountants, review significant financial risks to the Company
and the steps taken to manage such risks.
13. Review policies and procedures related to officers' expense accounts and
perquisites, including use of corporate assets.
14. Review legal and regulatory matters that may have a material effect on
financial statements, related Company compliance policies, and reports to
regulators.
A-2
15. Separately meet with internal auditors, independent accountants and
management at least annually to review matters requiring private
discussion.
16. Meet at least four times per year, or more frequently if circumstances
require. The Committee may ask members of management or others to attend
and provide information.
17. Report its significant activities and actions to the Board of Directors
on a periodic basis.
18. Prepare a report for inclusion in the Company's annual proxy statement as
required by rules of the Securities and Exchange Commission and submit it
to the Board of Directors for approval.
19. Review and reassess the adequacy of the Auditing Committee charter on
an annual basis and submit any recommended changes to the Board of
Directors for approval.
20. Obtain from independent accountants assurance that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.
The Auditing Committee's responsibility is oversight and monitoring of the
Company's audit, accounting and financial reporting functions and practices, by
monitoring, on behalf of the Board, the Company's accounting and financial
reporting practices and the Company's system of internal controls; reviewing the
financial information and related disclosures that will be provided to
shareowners; and communicating regularly with management and the Company's
independent outside accountants regarding such matters. The Board of Directors
recognizes, however, that in carrying out its oversight responsibilities, the
Auditing Committee is not providing any expert or special assurance as to the
Company's financial statements or any professional certification as to the work
of the independent outside accountants engaged by the Company. The Board of
Directors further recognizes that the Company's management is responsible for
preparing the Company's financial statements and that the independent outside
accountants are responsible for auditing those financial statements.
A-3
AMEREN CORPORATION
P. O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149 PROXY
________________________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 200024, 2001
The undersigned hereby appoints CHARLES W. MUELLER and STEVENSTEVEM R. SULLIVAN, and
either of them, each with the power of substitution, as proxy for the
undersigned, to vote all the shares of capital stock of AMEREN CORPORATION
represented hereby at the Annual Meeting of Stockholders to be held at Powell
Symphony Hall, 718 North Grand Boulevard, St. Louis, Missouri, on April 25, 200024, 2001
at 9:00 A.M., and at any adjournment thereof, upon all matters that may be
submitted to a vote of stockholders including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on the reverse
side of this proxy form and in their discretion on any other matter that may be
submitted to a vote of stockholders.
NOMINEES FOR DIRECTOR - WILLIAM E. CORNELUS, CLIFFORD L. GREENWALT, THOMAS
A. HAYS, THOMAS H. JACOBSEN, RICHARD A LIDDY,
GORDON R. LOHMAN, RICHARD A. LUMPKIN,
JOHN PETERS MacCARTHY, HANNE M. MERRIMAN,
PAUL L. MILLER, JR., CHARLES W. MUELLER, ROBERT H. QUENON,
HARVEY SALIGMAN, JANET MCAFEE WEAKLEY AND JAMES
W. WOGSLAND
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE hereof and return this proxy form
promptly in the enclosed envelope. If you attend the meeting and wish to change
your vote, you may do so automatically by casting your ballot at the meeting.
SEE REVERSE SIDE
- - THANK YOU FOR YOUR PROMPT ATTENTION - -
FOLD AND DETACH HERE
/ x / Please mark votes This proxy will be voted as specified below. If no direction is made, this
as in this example. proxy will be voted FOR all nominees listed on the reverse side and as
recommended by the Board on the other items listed below.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEM 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 2 AND 3.
- ---------------------------------------------------- ---------------------------------------------------------------ITEM 2.
FOR all nominees WITHHOLD AUTHORITY
(except as listed all nominees
below)
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
ITEM 1 / / / / ITEM 2 / / / / / /
ITEM 3 / / / / / /
ELECTION OF REPORT ON CUMULATIVECALLAWAY
DIRECTORS CALLAWAY VOTING
PLANT RELEASES
FOR ALL EXCEPT:__________________________________
ATTENDANCE CARD REQUESTED / /
FOR ALL EXCEPT:__________________________________
SEE
[AMEREN LOGO] SEE
DATED__________________________2000DATED________________2001 REVERSE
SIDE
-------------------------------------------------------
SIGNATURE - Please sign exactly as name appears hereon.
-------------------------------------------------------
CAPACITY (OR SIGNATURE IF HELD JOINTLY)
Shares registered in the name of a Custodian or Guardian
must be signed by such. Executors, administrators,
trustees, etc. should so indicate when signing.