[Federal Register Volume 63, Number 47 (Wednesday, March 11, 1998)]
[Notices]
[Pages 11933-11934]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-6178]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26837]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
March 4, 1998.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by March 30, 1998, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
Ameren Corporation, et al. (70-9177)
[[Page 11934]]
Notice of Proposal To Issue Common Stock; Order Authorizing
Solicitation of Proxies
Ameren Corporation (``Ameren''), a registered holding company, and
its subsidiary service company, Ameren Services Company (``Ameren
Services''), both located at 1901 Chouteau Avenue, St. Louis, Missouri
63103 (both, ``Declarants''), have filed a declaration under sections
6(a), 7 and 12(e) of the Act and rules 62 and 65 under the Act.
Ameren proposes to: (1) solicit proxies from its shareholders for
their approval, at Ameren's 1998 Annual Meeting of Shareholders
scheduled for April 28, 1998, of Ameren's Long-Term Incentive Plan of
1998 (``LTIP''), a stock compensation plan approved by the Ameren Board
of Directors; and (2) issue and/or acquire in the open market, through
March 31, 2003, up to four million shares of its common stock, $0.01
par value (``Common Stock'') for purposes of awards under the LTIP.
The purpose of the LTIP is to give Ameren and its subsidiaries and
other associates (``affiliates,'' as defined in the LTIP) a competitive
advantage in attracting, retaining and motivating officers, employees
and directors by awarding incentives linked to the profitability of
Ameren and its businesses. Declarants also state that the LTIP is
intended to increase shareholder value. The LTIP will be administered
by the Human Resources Committee of the Ameren Board of Directors
(``Committee''), which will determine the officers and employees
eligible to receive awards and the amount of any award. The Committee
will interpret the LTIP and can adopt rules deemed appropriate. No LTIP
awards may be made to Committee members, except by action of the full
Board of Directors.
The following awards may be granted under the LTIP: (1) performance
units--rights, which may be payable in cash, shares of Common Stock,
other awards or other property, which is contingent on the achievement
of performance goals set by the Committee; (2) restricted stock--rights
to receive shares of Common Stock awarded as determined by the
Committee, which shares will be subject to transferability or other
restrictions; (3) options--rights to purchase shares of Common Stock,
or other awards or property, at a specified price during a prescribed
time period; and (4) stock appreciation rights--the right to receive a
cash payment equal to the excess of the fair market value of Common
Stock on the date of exercise over the grant price of the stock
appreciation right. The exercise price of options and the grant price
of stock appreciation rights will not be less than the fair market
value of the Common Stock on the date of the grant.
Any Common Stock used to fund the LTIP may be, at the discretion of
Ameren, authorized but unissued shares, treasury shares or shares
purchased on the open market by an independent plan administrator or
agent. The decision as to whether shares are to be purchased directly
from Ameren, in the open market or in privately negotiated
transactions, will be based on Ameren's need for common equity and any
other factors considered by Ameren to be relevant. Ameren states that
the Common Stock used to fund the LTIP will be in addition to the
shares of Common Stock proposed to be issued or acquired for other
benefit plans and the dividend reinvestment plan.\1\
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\1\ See Holding Co. Act Release No. 26809 (Dec. 30, 1997).
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As mentioned above, Ameren proposes to solicit proxies from its
shareholders to approve the LTIP. Ameren and/or Ameren Services propose
to mail the proxy materials to the shareholders of Common Stock on or
about March 20, 1998. Accordingly, Ameren and Ameren Services request
that an order authorizing the solicitation of proxies be issued as soon
as practicable under rule 62(d).
It appears to the Commission that Ameren's and Ameren Services'
declaration regarding the proposed solicitation of proxies should be
permitted to become effective immediately.
It is ordered, under rule 62 under the Act, that the declaration
regarding the proposed solicitation of proxies become effective
immediately, subject to the terms and conditions contained in rule 24
under the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 98-6178 Filed 3-10-98; 8:45 am]
BILLING CODE 8010-01-M
