FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
---------------- -----------------
COMMISSION FILE NUMBER 1-14756
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Report, Financial Statements and Additional Information
December 31, 2000 and 1999
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Report, Financial Statements and Additional Information
Index
December 31, 2000 and 1999
--------------------------------------------------------------------------------
Page
Report of Independent Accountants 1
Statement of Net Assets Available for
Benefits at December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 2000 and 1999 3
Notes to Financial Statements 4-11
Additional Information*:
Schedule of Assets Held for
Investment Purposes Schedule I
* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
Report of Independent Accountants
To the Board of Directors of
Ameren Corporation and the
Participants of the Ameren Corporation
Savings Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Ameren Corporation Savings Investment Plan (the "Plan") at December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 28,2001
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Statement of Net Assets Available for Benefits
December 31, 2000 and 1999
Page 2
2000 1999
------------------ -------------------
Assets
Investments:
Ameren Common Stock $169,135,704 $132,261,596
Mutual Fund Investments 422,533,121 399,643,002
Short-term Investments 75,402,177 75,646,620
Participant loans receivable 16,057,879 15,516,977
------------------ -------------------
Total investments 683,128,881 623,068,195
Cash 30,954
Dividends and interest receivable 376,108 369,628
Contributions receivable:
Participant 1,152,583 1,124,343
Employer 469,767 408,318
------------------ -------------------
Net assets available for benefits $685,127,339 $625,001,438
------------------ -------------------
The accompanying notes are an integral part of these financial statements.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2000 and 1999
Page 3
--------------------------------------------------------------------------------
2000 1999
--------- ---------
Additions to net assets attributed to:
Contributions:
Participant $ 33,399,018 $ 33,208,752
Employer 11,076,019 8,579,289
-------------- -------------
44,475,037 41,788,041
-------------- -------------
Investment income:
Interest and dividends 16,375,021 31,866,736
Net appreciation (depreciation)
of investments 48,893,251 (7,246,570)
-------------- -------------
65,268,272 24,620,166
-------------- -------------
Total additions 109,743,309 66,408,207
-------------- -------------
Deductions from net assets
attributed to:
Distributions 49,542,280 47,338,751
Administrative expenses 75,128 113,847
-------------- -------------
Total deductions 49,617,408 47,452,598
-------------- -------------
Increase in net assets
available for benefits 60,125,901 18,955,609
Net assets available for benefits,
Beginning of year 625,001,438 606,045,829
-------------- -------------
End of year $ 685,127,339 $ 625,001,438
-------------- -------------
The accompanying notes are an integral part of these financial statements.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 4
--------------------------------------------------------------------------------
1. Description of the plan
General
The following is a brief summary of the various provisions of the
Ameren Corporation (the Company) Savings Investment Plan (the Plan).
Participants should refer to the Plan document for more complete
information.
The Plan's purpose is to provide certain management and contract
employees of the Company and its wholly-owned subsidiaries, the option
to defer a portion of their annual base compensation for Federal income
tax purposes in accordance with Section 401(k) of the Internal Revenue
Code. The Plan is subject to certain provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended, and to
certain provisions of the Securities Exchange Commission.
The Company serves as sponsor of the Plan, and, consequently, has the
authority to amend or terminate the Plan subject to certain
restrictions. The Board of Directors of the Company has the authority
and responsibility for the general administration of the Plan. The
Northern Trust Company, as Trustee, has the authority and
responsibility to hold and protect the assets of the Plan in accordance
with Plan provisions and the separate Trust Agreement.
Participation
The Plan covers substantially all employees of the Company except
contract employees covered by a collective bargaining agreement between
either Local 702 IBEW or Local 148 IUOE and the Company. In 1998, the
Plan was amended to remove the restrictions requiring one year of
service and attainment of age 21 before becoming eligible to
participate in the Plan. Participation by eligible employees is
voluntary.
Contributions
Participants may contribute from 1% to 15% of their base compensation
to the Plan through payroll deductions (basic contributions). For
management employees, the Company makes a matching contribution equal
to $1.00 for each $1.00 up to the first 3% of each participant's
contribution (basic matching contribution). Additionally, the Company
will contribute an additional $.50 for each $1.00 for the next 3% of a
participant's contribution (additional matching contribution). A
portion of Company matching contributions is invested in the Ameren
Common Stock Fund. For contract employees, Company contributions are
made based on specific agreements between the Company and the
individual collective bargaining units. All Company contributions are
made to the extent sufficient earnings are available.
Participants direct their basic contributions and the Company's basic
matching contributions by electing that such contributions be placed in
a single investment fund or allocated in increments of 1% to any
combination of investment funds. Such fund allocation elections may be
changed daily. Earnings derived from the assets of any investment fund
are reinvested in the fund to which they relate. Participants may elect
daily to reallocate all or in 1% increments, the value of their
accounts between funds. Pending investment of the assets into any
investment fund, the Trustee may temporarily make certain short-term
investments.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 5
--------------------------------------------------------------------------------
Investment options
Ameren Common Stock Fund - This fund consists of Ameren Corporation
common stock as well as short-term investments in the Northern Trust
Company's Short Term fund to maintain liquidity necessary to satisfy
the fund's cash need for transfers and payments.
Aggressive Equity Fund - Funds are invested in the MAS Mid Cap Value
Institutional Fund, a public mutual fund with the objective to obtain
long-term capital growth by investing in smaller companies not widely
recognized by investment analysts. The Fund replaced the Acorn Fund as
the investment manager on July 1, 1999.
Conservative Equity Fund - Funds are invested in the Washington Mutual
Investors Fund. The objective of this public mutual fund is to seek
current income and capital growth primarily through a well-diversified
portfolio of income-producing stocks. The Fund replaced the Putnam Fund
for Growth and Income as the investment manager on July 1, 1999.
Equity Index Fund - Funds are invested in the Barclays Global
Investors' Equity Index Fund. The objective of this collective
investment fund is to approximate the total return of the Standard and
Poor's 500 Composite Stock Index (the "S&P 500 Index") while providing
investors with daily liquidity.
Equity Growth Fund - Funds are invested in the Vanguard US Growth Fund.
The objective of the Equity Growth Fund is to seek long-term capital
appreciation through investments in equity securities or securities
convertible into common stock of issuers with capitalizations of $2
billion or more. The Fund replaced the Merrill Lynch Growth Equity
Portfolio Fund managed by Merrill Lynch Asset Management on July 1,
1999.
Balanced Fund - Funds are invested in the Vanguard Asset Allocation
Fund. This public mutual fund's objective is to maximize total return
by investing in a Standard & Poor's 500 common stock portfolio, a
long-term U.S. treasury bond portfolio and cash reserves in proportions
consistent with their expected returns and risks as evaluated by the
Fund's investment advisor.
Stable Interest Income Fund - Funds are invested in the T. Rowe Price
Stable Value Common Trust Fund solely for the Plan and managed by T.
Rowe Price Stable Asset Management, Inc. The objective is to provide
principal stability while generating yields in excess of money market
funds yet remaining highly sensitive to changes in market interest
rates.
International Equity Fund - Funds are invested in the mutual fund, The
American Funds Group Europacific Growth Fund, a public mutual fund with
the objective to provide capital appreciation through investments in
well-established companies based outside the United States.
Participant loans
The Plan permits participants to borrow from their 401(k) accounts
within the Plan. Such borrowings may be made subject to the following:
(1) the minimum amount of the loan is $1,000, (2) the amount of the
loan may not exceed the lesser of $50,000 or fifty percent of the
vested amount in the participant's account, (3) the loan will bear a
fixed interest rate and repayments will be made through mutual
agreement subject to certain statutory repayment time limits, (4) the
fixed interest rate will be equal to the "corporate base rate of
interest" as announced by the Trustee plus 1%, and (5) such other rules
and regulations as may be adopted by the Company. At December 31, 2000
and 1999, the interest rates on participant loans ranged from 9.5% to
10.5%. The loan maturity dates ranged from January 2000 through
December 2008 at December 31, 2000, and from January 1999 through
December 2008 at December 31, 1999.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 6
--------------------------------------------------------------------------------
Vesting
Effective July 1, 1999, Company contributions vest immediately. Company
contributions also vest upon retirement, total and permanent
disability, death, termination of the Plan or complete discontinuance
of Company contributions regardless of years of service. If the amount
of the Company's contribution that is not vested with respect to any
participant is forfeited upon termination of employment, it will be
restored if the participant becomes an eligible employee prior to
incurring five consecutive one-year breaks in service following
termination and repayment of all amounts distributed is made by the
participant within five years of re-employment. There were no
forfeitures during the year ended December 31, 2000, with no amounts
restored during the year. Forfeitures during the year ended December
31, 1999 approximated $35,000, with no amounts restored during the
year.
Distributions
The total vested amount of a participant's account shall be distributed
to the participant according to one of the options as described in the
Plan and as elected by the participant. A participant whose account
balance is $5,000 or greater may defer distribution until December 31
of the year they attain age 70 1/2 but no later than April 1 of the
year following the participant's attaining age 70 1/2. If the balance
of the account is less than $5,000, the distribution shall be made no
later than 120 days after close of the plan year. All distributions
shall be in the form of cash. Participants may elect to have his or her
interest in the Ameren Stock Fund, if applicable, distributed in shares
of Ameren Common Stock. Participants may withdraw certain basic
contributions and related earnings thereon upon reaching age 59 1/2, in
the event of total disability or financial hardship as defined by the
Plan or the Code. For purposes of distributions, the participant's
account value will be determined as of the last business day coincident
with or immediately preceding the day of distribution. Contributions to
the Plan and investment income thereon are taxable to participants upon
distribution pursuant to the rules provided for under the Plan and the
Code.
The cost of Ameren Corporation common stock distributed to participants
is determined on a weighted average basis. For the year ended December
31, 2000, 117,742 shares of Ameren Corporation common stock whose cost
and market values totaled $3,439,989 and $4,174,577 at the dates of
distribution, respectively, were distributed to participants of the
Ameren Common Stock Fund.
For the year ended December 31, 1999, 173,350 shares of Ameren
Corporation common stock whose cost and market values totaled
$4,987,004 and $6,592,137 at the dates of distribution, respectively,
were distributed to participants of the Ameren Common Stock Fund.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 7
--------------------------------------------------------------------------------
The Plan also provides, to participants of the former Company Employee
Stock Ownership Plan and at the discretion of the Company, for
distribution prior to termination of employment of (a) all or a portion
of a participant's account balance acquired at least 84 months prior to
a distribution and (b) any portion of a participant's account balance
acquired by dividends or other income.
Plan termination
The Company intends to continue the Plan indefinitely. However, the
Company may at any time and for any reason, subject to ERISA and
Internal Revenue Service regulations, suspend or terminate the Plan
provided that such action does not retroactively adversely affect the
rights of any participant under the Plan.
2. Summary of significant accounting policies
Basis of accounting
The accompanying financial statements of the Plan are prepared on the
accrual basis of accounting.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of changes in net assets during the reporting period.
Actual results could differ from those estimates.
Investments
All investments are presented at fair value as of December 31, 2000 and
1999. The fair value of the Ameren Common Stock Fund was determined
using year-end published market prices. Investments in equity
securities and bonds are valued at net asset market value including
accrued income on the last business day of each year. Investments in
the Northern Trust Company's Short-term Fund and the T. Rowe Price
Stable Value Common Trust Fund are valued at cost plus accrued income,
which approximates market. Participant loans are valued at cost which
approximates fair market value.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term could
materially affect the amounts reported in the Statement of Net Assets
Available for Benefits.
Income
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 8
--------------------------------------------------------------------------------
Gains and losses on security transactions are recorded on the trade
date. Net unrealized appreciation or depreciation for the year is
reflected in Net appreciation (depreciation) of investments on the
Statement of Changes in Net Assets Available for Benefits.
Expenses
Trustee fees incurred in administering the Plan are charged to the
Plan.
Benefit payments
Benefit payments are recorded when paid.
Reclassifications
Certain reclassifications have been made to prior years' financial
statements to conform with 2000 reporting.
3. Investments
The following table presents investments of the Plan. Investments that
represent five percent or more of the Plan's net assets available for
benefits at December 31, 2000 and 1999, are separately identified.
December 31,
2000 1999
Investments at Fair Value as Determined
By Quoted Market Price
Common Stock:
Ameren Corporation, $.01 par value $ 169,135,704 $132,261,596
Managed Equity Funds:
Mas Mid Cap Value Institutional Fund 126,066,390 104,668,963
Barclays Equity Index Fund 54,263,419 57,758,327
Vanguard US Growth Fund 59,519,864 45,732,266
Washington Mutual Investors Fund 80,059,794 87,967,477
Vanguard Asset Allocation Fund 75,163,540 80,619,996
Managed International Equity Funds:
American Funds Europacific Growth Fund 27,460,114 22,895,973
Investments at Estimated Fair Value
Northern Trust Company's Short-term Fund 4,436,206 4,270,897
T. Rowe Price Stable Value Common Trust Fund 70,965,971 71,375,723
Participant Loans 16,057,879 15,516,977
--------------- ---------------
$ 683,128,881 $ 623,068,195
============= =============
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 9
--------------------------------------------------------------------------------
During 2000 and 1999 the Plan's investments (including investments
bought, sold, and held during the year) appreciated (depreciated) in
value as follows:
Year Ended December 31,
2000 1999
Investments at Fair Value as Determined
By Market Price
Mutual Fund Investments $ (5,038,617) $30,785,623
Ameren Corporation Common Stock 53,929,195 (38,231,029)
-------------- ---------------
Net change in fair value 48,890,578 (7,445,406)
Investments at Estimated Fair Value
Short-term Investments 2,673 198,836
----------------- ---------------
Net change in fair value $ 48,893,251 $ (7,246,570)
============= ==============
4. Transactions with parties-in-interest
At December 31, 2000, the Plan held Ameren Corporation common stock
with a cost and market value of $112,233,148 and $169,135,704,
respectively. During 2000, the Plan purchased shares at a cost of
$16,685,329 and sold shares valued at $29,781,870, resulting in a net
realized gain of $6,318,759. The Plan also distributed shares valued at
$4,174,577 to persons withdrawing from the Plan.
At December 31, 1999, the Plan held Ameren Corporation common stock
with a cost and market value of $122,280,668 and $132,261,596,
respectively. During 1999, the Plan purchased shares at a cost of
$22,083,485 and sold shares valued at $8,155,460, resulting in a net
realized gain of $2,013,376. The Plan also distributed shares valued at
$6,592,137 to persons withdrawing from the Plan.
The Plan held $4,436,206 and $4,270,897 in Northern Trust Company's
Collective Short-term Investment Fund at December 31, 2000 and 1999,
respectively.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 10
--------------------------------------------------------------------------------
5. Benefit payment obligations
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
December 31,
2000 1999
Net assets available for benefits per the
financial statements $ 685,127,339 $ 625,001,438
Amounts allocated to withdrawing participants (1,370,831) (250,899)
------------------ -------------
Net assets available for benefits per the
Form 5500 $ 683,756,508 $ 624,750,539
================ =============
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
Year Ended
December 31,
2000 1999
Benefits paid to participants per the
financial statements $49,542,280 $ 53,772,553
Add: Amounts allocated to withdrawing
participants during the current year 1,370,831 250,899
Less: Amounts allocated to withdrawing
Participants during the prior year (250,899) (172,531)
------------- ------------
Benefits paid to participants per the Form 5500 $ 50,662,212 $ 53,850,921
============= =============
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31, 2000 and 1999, but not yet paid as of
that date.
6. Federal income tax status
The Plan, then known as the Union Electric Company Savings Investment
Plan, obtained its latest determination letter in 1994, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended and merged since receiving the
determination letter. The Company is currently restating the Plan
document to reflect all changes and upon completion of the restatement,
will request a new determination letter. The Company believes that the
Plan currently is designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code and that,
therefore, the Plan continues to qualify under Section 401(a) and the
related trust continues to be tax-exempt as of December 31, 2000.
Therefore, no provision for income taxes has been included in the
Plan's financial statements.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Page 11
--------------------------------------------------------------------------------
7. Subsequent Event
Effective January 1,2001, the Plan was amended to merge into the Plan
the assets of the Ameren Corporation Employee Stock Ownership Plan for
Certain Employees of CIPS. The assets transferred into the Plan
consisted of 436,088 shares of Ameren stock.
AMEREN CORPORATION SCHEDULE I
SAVINGS INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 2000
(b) Identity of issue, borrower, lessor,or (c)Desciption of investment including maturity date, (d)Current value
(a) similar party rate of interest, collateral, par or maturity value
-----------------------------------------------------------------------------------------------------------------------------------
Massachusetts Funds MAS Mid Cap Value Institutional Fund 126,066,390
Barclays Global Investment Funds, Inc. Barclays Global Investors' Equity Index Fund 54,263,419
The American Funds Group Europacific Growth Fund 27,460,114
Vanguard Group Vanguard US Growth Fund 59,519,864
Washington Mutual Investments Washington Mutual Investors Fund 80,059,794
Vanguard Group Vanguard Asset Allocation Fund 75,163,540
* Northern Trust Company Short-term Fund 4,436,206
T. Rowe Price Stable Asset Management, Inc T. Rowe Price Stable Value Common Trust Fund 70,965,971
* Ameren Corporation Ameren Common Stock Fund 169,135,704
** Participants Participant Loans 16,057,879
------------
683,128,881
=============
* Investment represents allowable transaction with a party-in-interest.
** Interest rates vary from 9.5% to 10.5% and loan maturity dates extend from Januray 2000 through December 2008.
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Jean M. Hannis
------------------------
Jean M. Hannis
Vice President
June 29, 2001
EXHIBIT INDEX
Exhibits Filed Herewith
-------------------------
Exhibit No. Description
----------- -------------
23 Consent of Independent Accountants
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-43737) and Form S-3 (No. 33-43721)
of Ameren Corporation of our report dated June 28, 2001 on the financial
statements of the Ameren Corporation Savings Investment Plan for the year ended
December 31, 2000, which is included in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
June 28, 2001