ameren8k102008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported):
October
9, 2008
AMEREN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Missouri
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1-14756
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43-1723446
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1901
Chouteau Avenue, St. Louis, Missouri 63103
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (314) 621-3222
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
At a meeting held on October 10, 2008,
the Board of Directors of Ameren Corporation (“Ameren”) amended Ameren’s
By-Laws, effective October 10, 2008.
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The
principal features of the amendments to Section 8 of Article I
include:
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(i)
explicitly providing that Section 8 of Ameren’s By-Laws applies to all
shareholder nominations of persons for election to the Board of Directors of
Ameren and all proposals of business to be considered by the shareholders at an
annual meeting of shareholders and is the exclusive means for a shareholder to
make nominations or submit other business (other than matters properly brought
under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) before an annual meeting of shareholders;
(ii)
expanding the required disclosure regarding the person whom the shareholder
proposes to nominate for election or re-election as a director to include, among
other things, all information relating to such person that is required to be
disclosed in a proxy statement or other filings pursuant to Section 14 of the
Exchange Act, and a description of certain compensation and other material
monetary arrangements and certain material relationships between the shareholder
and beneficial owner, if any, and their respective affiliates and associates or
others acting in concert therewith and each proposed nominee and his or her
respective affiliates and associates or others acting in concert
therewith;
(iii)
expanding the required disclosure regarding any business other than the
nomination of a director or directors that the shareholder proposes to bring
before the annual meeting to include, among other things, a description of all
agreements between the shareholder and beneficial owner, if any, and any other
person in connection with the proposal of business by the
shareholder;
(iv)
expanding the required disclosure regarding the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the director nomination or
business proposal is made to include, among other things, a description of any
derivative instruments, short positions, options, hedging transactions, voting
arrangements and other economic and voting interests the shareholder has with
respect to Ameren’s securities; and
(v)
requiring a signed statement by the nominee agreeing that, if elected, the
nominee will, among other things, comply with Ameren’s Policy Regarding
Nominations of Directors and also, furnish any other information as may
reasonably be required by Ameren to determine the eligibility of the proposed
nominee to serve as an independent director of Ameren.
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Section
3 of Article II was amended to authorize the Lead Director to call special
meetings of the Board of Directors of
Ameren.
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The
complete copy of the Ameren By-Laws, as amended, is included as Exhibit
3.1(ii).
ITEM
8.01 Other Events.
Description
of Common Stock
As a result of the expiration, in
accordance with their terms at 5:00 p.m. on October 9, 2008, of all of the
preferred share purchase rights (“Rights”) issued under the Agreement, dated as
of October 9, 1998, as amended, between Ameren and Computershare Trust Company,
Inc., as successor Rights agent, the following “Description of Common Stock”
shall supersede all prior descriptions by Ameren of its capital
stock:
DESCRIPTION
OF COMMON STOCK
General
The
following descriptions of Ameren common stock and the relevant provisions of its
restated articles of incorporation and by-laws are summaries and are qualified
by reference to its restated articles of incorporation and by-laws which have
been previously filed with the Securities and Exchange Commission, as well as
the applicable Missouri General and Business Corporation Law.
Under
Ameren’s restated articles of incorporation, Ameren is authorized to issue
400 million shares of common stock, $.01 par value per share, and
100 million shares of preferred stock, $.01 par value per
share. As of September 30, 2008, approximately 210,851,000 shares of
common stock and no shares of preferred stock were outstanding.
Dividend
Rights and Limitations
The
holders of Ameren common stock are entitled to receive such dividends as its
board of directors may from time to time declare, subject to any rights of the
holders of its preferred stock, if any is issued. Ameren’s ability to
pay dividends depends primarily upon the ability of its subsidiaries to pay
dividends or otherwise transfer funds to it. Various financing
arrangements, charter provisions and regulatory requirements may impose certain
restrictions on the ability of Ameren’s subsidiaries to transfer funds to it in
the form of cash dividends, loans or advances.
Voting
Rights
Except as
otherwise provided by law and subject to the voting rights of holders of Ameren
preferred stock, if any is issued, the holders of Ameren common stock have the
exclusive right to vote for the election of directors and for all other
purposes. Each holder of Ameren common stock is entitled to one vote
per share on all matters submitted to a vote at a meeting of shareholders,
including the election of directors, which means that the holders of
more than
50% of the shares voting for the election of directors can elect 100% of the
directors and the holders of the remaining shares voting for the election of
directors will not be able to elect any directors. The common stock
shall vote together as a single class. The holders of Ameren common
stock are not entitled to cumulate votes for the election of
directors. At annual and special meetings of shareholders, a majority
of the outstanding shares of common stock constitutes a quorum.
Liquidation
Rights
In the
event of any liquidation, dissolution or winding up of Ameren’s affairs,
voluntarily or involuntarily, the holders of Ameren common stock will be
entitled to receive the remainder, if any, of Ameren’s assets after the payment
of all its debts and liabilities and after the payment in full of any
preferential amounts to which holders of any preferred stock may be
entitled.
Uncertificated
Shares and Certificates of Stock
The interest of each shareholder of any
class of stock of Ameren shall not be evidenced by certificates for shares and
all shares of all classes of stock shall be uncertificated shares; provided,
however, that (a)
any shares of stock of Ameren represented by a certificate shall continue to be
represented by such certificate until such certificate is surrendered to Ameren
and (b) Ameren may, at its option but without obligation, issue certificates for
some or all of any shares of some or all of any classes of stock as determined
by Ameren from time to time.
Miscellaneous
The
outstanding shares of common stock are fully paid and
nonassessable. The holders of Ameren common stock are not entitled to
any preemptive or preferential rights to subscribe for or purchase any part of
any new or additional issue of stock or securities convertible into
stock. Ameren common stock does not contain any redemption provisions
or conversion rights.
Transfer
Agent and Registrar
Ameren
Services Company, a subsidiary of Ameren, acts as transfer agent and registrar
for the common stock.
Certain
Anti-Takeover Matters
Ameren’s
restated articles of incorporation and by-laws include a number of provisions
that may have the effect of discouraging persons from acquiring large blocks of
its stock or delaying or preventing a change in its control. The
material provisions that may have such an effect include:
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authorization
for Ameren’s board of directors (subject to any required regulatory
approval) to issue its preferred stock in series and to fix rights and
preferences of the series (including, among other things, whether, and to
what extent, the shares of any series will have voting rights and the
extent of the preferences of the shares of any series with respect to
dividends and other matters);
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advance
notice procedures with respect to nominations of directors or proposals
other than those adopted or recommended by Ameren’s board of
directors;
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the
prohibition of shareholder action by less than unanimous written consent
without a meeting; and
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provisions
specifying that only the chief executive officer or the board of directors
(by a majority vote of the entire board of directors) may call special
meetings of shareholders, and that the chairman of the meeting may adjourn
a meeting of shareholders from time to time, whether or not a quorum is
present.
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In
addition, the Missouri General and Business Corporation Law, or the MGBCL,
contains certain provisions, including business combination provisions that
would be applicable to certain mergers, share exchanges or sales of
substantially all assets involving us or a subsidiary and a significant
shareholder and which could have the effect of substantially increasing the cost
to the acquirer and thus discouraging any such transaction. The MGBCL
permits shareholders to adopt an amendment to the articles of incorporation
opting out of the business combination provisions, and Ameren’s restated
articles of incorporation opt out of such provisions.
Under the
Illinois Public Utilities Act, approval of the Illinois Commerce Commission is
required for any transaction which, regardless of the means by which it is
accomplished, results in a change in the ownership of a majority of the voting
capital stock of an Illinois public utility or the ownership or control of any
entity which owns or controls a majority of the voting capital stock of a public
utility. Because Ameren controls a majority of the voting stock of
Central Illinois Public Service Company, doing business as AmerenCIPS, Central
Illinois Light Company, doing business as AmerenCILCO and Illinois Power
Company, doing business as AmerenIP, each public utilities subject to Illinois
utility regulation, any change in Ameren’s ownership or control, within the
meaning of the Illinois Public Utilities Act, would require Illinois Commerce
Commission approval. Certain acquisitions by any person of our
outstanding voting shares would also require approval under the Federal Power
Act and the Atomic Energy Act of 1954, as amended.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number: Title:
3.1(ii) By-Laws
of Ameren as amended October 10, 2008
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
AMEREN
CORPORATION
(Registrant)
/s/ Martin J.
Lyons
Martin J. Lyons
Senior Vice President and Chief Accounting
Officer
Date: October
14, 2008
EXHIBIT
INDEX
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Exhibit
Number:
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Title:
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3.1(ii)
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By-Laws
of Ameren as amended October 10,
2008
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