[AMEREN LOGO]
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT OF
AMEREN CORPORATION
Time: 9:00 A.M.
Tuesday
April 27, 199925, 2000
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 check the appropriate box on the proxy. Persons without tickets will be
admitted to the meeting upon verification of their stockholdings in the Company.
Please vote, date, sign, and return the enclosed proxy in the accompanying
reply envelope 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 27, 1999,25, 2000, at 9:00 A.M., for the purposes of
(1)electing directors of the Company for terms ending in April 2000;2001;
(2)considering a stockholder proposal;proposal relating to releases from the
Callaway Plant;
(3)considering a stockholder proposal relating to cumulative voting; and
(3) (4)acting on other proper business presented to the meeting.
If you owned shares of the Company's Common Stock at the close of business
on March 5, 1999,6, 2000, you are entitled to vote at the meeting and at any adjournment
thereof.
To assure that your shares are represented at this meeting, please vote,
date, sign, and return the enclosed proxy in the enclosed envelope. The prompt
return of your proxy will reduce expenses.
By order of the Chairman and the Board of Directors.
STEVEN R. SULLIVAN
Secretary
St. Louis, Missouri
March 18, 199916, 2000
PROXY STATEMENT OF AMEREN CORPORATION
(First sent or given to stockholders March 18, 1999)16, 2000)
Principal Executive Offices:
One Ameren Plaza
1901 Chouteau Avenue, St. Louis, MO 63103
The enclosed proxy is solicited 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 27, 1999,25, 2000, 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 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.
VOTING
The accompanying proxy 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 5, 1999,6, 2000, 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 majority 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 voting
in person at the meeting.
Returned proxies which are properly marked and signed will be voted as
directed. If you sign the proxy but do not make specific choices, your shares
will be voted as recommended by the Board --- FOR the Board's nominees for
Director; AGAINST Item 2; and AGAINST Item 2.3. On any other matters, the named
proxies will use their discretion.
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,
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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.
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.
Pursuant to the Company's By-Laws, the Board of Directors has reduced the
number of Directors from 15 to 14, effective with the 1999 Annual Meeting.
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.Board of Directors.
Director of the Company since 1997. Other directorships: GenAmerica Corporation.
Age: 67.68.
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: 66.67.
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 2
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
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the Company since 1997. Other directorships: Leggett & Platt Incorporated;
Payless Shoe Source, Inc. Age: 66.67.
RICHARD A. LIDDY
Chairman, President, and Chief Executive Officer of GenAmerica 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 Group Inc.; Ralston Purina
Company; certain subsidiaries of GenAmerica Corporation. Age: 63.64.
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.Board of
Directors. Director of the Company since 1997. Other directorships: Fortune
Brands, Inc. Age: 64.65.
RICHARD A. LUMPKIN
Chairman, President and Chief Executive Officer of Illinois Consolidated
Telephone Company, Mattoon, Illinois, and Vice Chairman of McLeod USAMcLeodUSA Inc. and
Chairman of Illuminet Holdings, Inc. Mr. Lumpkin was elected Treasurer of
Illinois Consolidated Telephone in 1968 and President in 1977, and was named to
his present position in 1990. As the result of a September 1997 merger, he also
serves as Vice Chairman of McLeod USA.McLeodUSA. He is a member of the Auditing Committee
of the Board. Director of the Company since 1997. Other directorships:
McLeod USA;McLeodUSA; First Mid-Illinois Bancshares, Inc.; First Mid-
IllinoisMid-Illinois Bank & Trust.Trust;
Illuminet Holdings, Inc. Age: 64.65.
JOHN PETERS MACCARTHYMacCARTHY
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 3
Committee of the Board.Committee. Director of the Company since 1997.
Other directorships: Brown Group Inc.Shoe Company. Age: 65.66.
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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 AirAirways Group, Inc.; State Farm
Mutual Automobile Insurance Co.; The Rouse Company; T. Rowe Price Mutual Funds;
Finlay Enterprises, Inc. Age: 57.58.
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: 56.57.
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. 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-
AdministrativePresident-Administrative Services in 1988,1988; President in 1993 and Chief Executive
Officer in 1994. Mr. Mueller was elected Chairman of Ameren and President and Chief
Executive Officer 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: 60.61.
ROBERT H. QUENON
Retired Chairman of Peabody Holding Company, Inc., which is engaged in mining,
marketing and transportation of coal. Mr. Quenon was
4
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
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Company since 1997. Other directorships: Newmont Mining Corporation; Laclede
Steel Company. Age: 70.71.
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. Mr. SaligmanHe is Chairman of the
Auditing Committee of the Board. Director of the Company since 1997. Other
directorships: Mercantile Bancorporation Inc. Age: 60.61.
JANET McAFEE WEAKLEY
President 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: 69.70.
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:
67.68.
The fourteen nominees for director 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. 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 1998,1999, the Board of Directors met six times. AllExcept for Mr. Liddy,
all nominees attended at least 78%75% 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 94%90%.
5
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. In
addition, the eligibility of former employees, except for one who has been
elected Chief Executive Office 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.
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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.
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) recommending to the Board the appointment of independent
accountants and approving fees for the services they perform; and (4) reviewing
the scope of audits and annual budget of the Company's internal audit
department. The Auditing Committee held fourthree meetings in 1998.1999.
The Contributions Committee makes policies and recommendations with respect
to charitable and other contributions. The Contributions Committee held two
meetingsone
meeting in 1998.1999.
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 1998.1999.
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 fourfive
meetings in 1998.1999.
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 did not meetheld one meeting in 1998.1999.
Directors' Compensation - Directors who are employees of the Company do not
receive compensation for their services as a director.
Each director who is not an employee of the Company receives an annual
retainer of $20,000, an annual award of 300400 shares of the 6
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.
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An optional deferred compensation plan available to directors permits
non-employee directors to defer all or part of their annual 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 19992000 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;
7
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;
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 1997,1998, the Company reported releasing 684.81,394.1 curies
of tritium in 231238 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 downstreamdownwind 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 one 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 8
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.
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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 matters,matter, other than the election
of directors and the proposalproposals 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 11, 1999,10, 2000, Capital Research and Management
Company, 333 South Hope Street, Los Angeles, California 90071, had sole
dispositive power over 10,385,40011,382,800 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 7.6%8.3% of the outstanding Common Stock of the
Company.
9-10-
SECURITY OWNERSHIP OF MANAGEMENT
Shares of Common Stock
of the Company
Beneficially Owned
Name as of February 1, 19992000
---- ----------------------------------------------
Paul A. Agathen 10,82015,043
Donald E. Brandt 9,37014,580
William E. Cornelius 11,17311,688
Clifford L. Greenwalt 14,67115,906
Thomas A. Hays 7,1579,738
Richard A. Liddy 2,6213,136
Gordon R. Lohman 8251,269
Richard A. Lumpkin 1,8153,270
John Peters MacCarthy 6,0579,638
Hanne M. Merriman 2,5823,165
Paul L. Miller, Jr. 2,2182,775
Charles W. Mueller 30,38345,054
Robert H. Quenon 3,0653,682
Gary L. Rainwater 3,0604,416
Garry L. Randolph 7,346
Harvey Saligman 3,057
Charles J. Schukai 10,1963,638
Janet McAfee Weakley 3,7254,282
James W. Wogsland 1,6492,093
All Directors and executive officers as a group 173,969264,453
Includes shares held jointly. Also includes shares issuable within 60
days upon the exercise of stock options as follows: Mr. Agathen,
6,400;10,575; Mr. Brandt, 8,150;13,200; Mr. Mueller, 22,175;36,175; and Mr. Schukai, 5,350.Randolph,
5,150. Reported shares include those for which a director, nominee for
director 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, nominees for director and
executive officers in the aggregate do not exceed one percent of any
class of equity securities outstanding.
EXECUTIVE COMPENSATION
Ameren Corporation Human Resources Committee Report on Executive Compensation
Ameren Corporation and its subsidiaries' (collectively referred to as
"Ameren") goal for executive salariescompensation is to approximate the median of the
range of salariescompensation paid by similarly-situatedsimilar companies. Accordingly, the Human
Resources Committee of the Board of Directors of Ameren
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Corporation, which is comprised entirely of non-employee directors, makes annual
reviews of the compensation paid to the executive officers of Ameren. The
Committee's salarycompensation decisions with respect to the five
10
highest paid
officers of Ameren Corporation and eachits principal subsidiarysubsidiaries 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; 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 similarly-situatedsimilar 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 1998,1999, 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 1998,1999, actual payments ranged from 29%28.5% to
36%35.5% of base salary.
The third component of the 19981999 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, performance awards, stock
appreciation rights and other awards. The Human Resources Committee determines
who participates
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in the Plan and the number and types of awards to be made. It also sets the
terms, conditions, performance requirements and limitations
11
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 similarly-situatedsimilar companies.
In determining the reported 19981999 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 19981999 EPS. Authorized salariescompensation for the Company's executive officers
fell within the ranges of those paid by similarly-situatedsimilar companies.
/s/ John Peters MacCarthy, Chairman
/s/ Thomas A. Hays
/s/ Gordon R. Lohman
/s/ Robert H. Quenon
Gordon R. Lohman
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 1998.
121999.
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SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation
------------
AnnualName and Compensation Securities All Other
Name and Compensation------------ Underlying Compen-
Principal Position Year Salary($) Bonus($) Options(#) sation($)
--------------------- ---- --------- -------- ---------- ---------
C.W.C. W. Mueller, 1999 580,000 206,000 75,300 45,850
Chairman of Ameren; 1998 550,000 198,000 63,800 53,751
Chairman of Ameren;
President and 1997 500,000 155,000 23,000 45,723
President and 1996 441,000 165,000 17,700 39,306
Chief Executive Officer,
Ameren, Union Electric
and Ameren Services
Company
G.L.RainwaterG. L. Rainwater 1999 342,000 97,500 27,900 4,825
President and Chief 1998 325,000 93,000 25,800 66
President and Chief
Executive Officer, CIPS 1997 246,000 - - 134
Executive Officer, CIPS 1996 146,000 32,000 2,500 4,160
C.J. Schukai 1998 280,000 80,000 25,800 41,921D. E. Brandt 1999 292,000 78,800 27,900 35,781
Senior Vice 1997 269,000 68,000 7,800 36,839
President, Union 1996 258,000 76,000 6,800 33,506
Electric
and Ameren Services
Company
D.E. Brandt 1998 274,000 79,000 25,800 31,947
Senior Vice
Ameren, Union Electric 1997 254,000 64,000 7,800 27,580
President, Ameren, 1996 242,000 69,000 6,800 24,278
Union Electric and Ameren Services
Company
P.A.P. A. Agathen 1999 242,000 65,300 27,900 22,435
Senior Vice 1998 230,000 63,000 25,800 19,644
Senior Vice
President, Ameren 1997 215,000 51,000 7,800 18,045
President, Ameren 1996 200,000 55,000 6,800 15,257
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 include (a) matching contributions to the 401(k) plan and (b)
above-
marketabove-market earnings on deferred compensation, as follows:
(a) (b)
C.W.C. W. Mueller $4,800 $48,951
G.L.$41,050
G. L. Rainwater - 66
C.J. Schukai 4,306 37,615
D.E.3,952 873
D. E. Brandt 4,800 27,147
P.A.5,313 30,468
P. A. Agathen 4,000 15,6444,605 17,830
G. L. Randolph 5,706 1,127
13-14-
OPTION GRANTS IN 19981999
Number of % of Total Grant
Shares Options Date
Underlying Granted to Exercise Present
Options Employees Price Expiration Value
Name Granted in 19981999 ($/Sh) Date ($)
---- ---------- ------- ------ ---- ---
C.W.C. W. Mueller 63,800 9.11 39.25 4/28/08 316,448
G.L.75,300 9.8 36.625 2/12/09 354,663
G. L. Rainwater 25,800 3.68 39.25 4/28/08 127,968
C.J. Schukai 25,800 3.68 39.25 4/28/08 127,968
D.E.27,900 3.63 36.625 2/12/09 131,409
D. E. Brandt 25,800 3.68 39.25 4/28/08 127,968
P.A.27,900 3.63 36.625 2/12/09 131,409
P. A. Agathen 25,800 3.68 39.25 4/28/08 127,96827,900 3.63 36.625 2/12/09 131,409
G. L. Randolph 10,700 1.39 36.625 2/12/09 50,397
Options vest 25% annually beginning April 28, 2000.February 12, 2001. Options are not
transferable.
The Grant Date Present Values were determined using the binomial option
pricing model, a derivative of the Black-Scholes option pricing model.
Assumptions used for the model are as follows: an option term of ten years,
stock volatility of 17.63%18.80%, a dividend yield of 6.55%6.51%, risk-free interest
rate of 6.01%5.44%, and a vesting restrictions discount rate of 3% per year over
the five-year vesting period. The Grant Date Present Value calculation is
presented in accordance with SEC proxy requirements, and the Company has no
way to determine whether the pricing model can properly determine the value
of an option. There is no assurance that the value, if any, that may be
realized will be at or near the value estimated by the model. No value will
be realized by the optionee unless the stock price increases from the exercise
price, in which case shareholders would benefit commensurately.
AGGREGATED OPTION EXERCISES IN 19981999
AND YEAR-END VALUES
Value of
Shares Number ofUnexercised In-the-Money
Acquired Value Shares Underlying Unexercised Value of In-the-Money
OnOptions Options
on Realized Options at Year End(#) Options at Year End($)
Name Exercise(#) ($)Exercise $ Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ------------- ----------- ------------- ----------- -------------
C.W.C. W. Mueller - - 11,925 107,875 48,985 341,373
G.L.25,925 169,715 - -
G. L. Rainwater - - - 25,80053,700 - 81,433
C.J. Schukai 2,800 21,613 1,700 41,500 -
130,189
D.E.D. E. Brandt - - 4,500 41,500 18,288 130,189
P.A.9,550 64,350 - -
P. A. Agathen - - 2,750 39,750 6,858 118,7606,925 63,475 - -
G. L. Randolph - - 3,675 24,725 - -
14-15-
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 for 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 Bonds 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.
15-16-
In certain cases pension benefits under the Retirement Plan are reduced to
comply with maximum limitations imposed by the Internal Revenue Code. A
Supplemental plans areRetirement Plan is maintained by Ameren Union Electric and CIPS 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. Such plans areThe plan is unfunded and areis not a
qualified plansplan under the Internal Revenue Code. CIPS makes
contributions to an irrevocable trust to provide funds to assist in meeting its
liabilities under its supplemental plan.
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 19981999 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.C. W. Mueller 2003 $380,000
G.L.$430,000
G. L. Rainwater 2011 156,000
C.J. Schukai 1999 191,000
D.E.203,000
D. E. Brandt 2019 237,000273,000
P. A. Agathen 2012 167,00099,000
G. L. Randolph 2013 192,000
CIPS maintains a Supplemental Executive Retirement Plan solely for the
purpose of providing retirement benefit payments to Mr. Rainwater in addition to
payments under the Ameren Retirement Plan. This Plan is unfunded and is not a
qualified plan under the Internal Revenue Code. Such benefits are included in
the above table.
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."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
16
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-
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,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.
17-18-
PERFORMANCE GRAPH
5 Year Cumulative Total Return
Ameren Corporation,Corporaion 1), S&P 500, EEI Index
Value of $100 invested 12/31/93,94, including reinvestment of dividends
YEAR AEE S&P EEI
---- --- --- ---
1993 100 100 100
1994 96 101 87100.00 100.00 100.00
1995 128 139 111132.87 137.50 131.02
1996 125 172 110130.33 169.47 132.59
1997 154 229 143159.54 226.04 168.88
1998 160 295 166166.30 291.05 192.34
1999 136.80 352.57 156.56
Information shown for Ameren Corporation prior to 1/1/98 is based on an
assumed aggregrateaggrigate investment of $100 on 12/31/9394 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 percetages,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.
18-19-
INDEPENDENT ACCOUNTANTS
The Company has not selected its independent accountants for 1999.2000. 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,"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 for 19992000 and
the fees to be paid for the regular annual audit.
PricewaterhouseCoopers LLP served as the Company's independent accountants
in 1998.1999. Representatives of that 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 1998. Prior to the
1997 Merger, Arthur Andersen LLP served as CIPS' independent accountants for
many years.1999.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended for inclusion in the proxy material for
the Company's 20002001 Annual Meeting of Stockholders must be received by November
19, 1999.16, 2000.
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 director
at a 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. 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,
19
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
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
20-21-
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, 2000
The undersigned hereby appoints CHARLES W. MUELLER and STEVEN 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, 2000
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, 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.
- ---------------------------------------------------- ---------------------------------------------------------------
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 CUMULATIVE
DIRECTORS CALLAWAY VOTING
PLANT RELEASES
FOR ALL EXCEPT:__________________________________ ATTENDANCE CARD REQUESTED / /
[AMEREN LOGO]
SEE
DATED__________________________2000 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.