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FORM 8-A/A
Amendment No. 1 to
Form 8-A filed on February 26, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMEREN CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 1-14756 43-1723446
(State of incorporation or (Commission File Number) (I.R.S. Employer
organization) Identification No.)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
(Address of principal executive
offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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Normal Units New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-81774.
Securities to be registered pursuant to Section 12(g) of the Act: None
The Commission is respectfully requested to send copies of all notices,
orders and communications to:
Warner L. Baxter Robert J. Reger, Jr., Esq.
Senior Vice President, Finance Thelen Reid & Priest LLP
40 West 57th Street
Steven R. Sullivan New York, New York 10019
Vice President, General Counsel and Secretary (212) 603-2000
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The class of securities to be registered hereby are the Normal Units of
Ameren Corporation, a Missouri corporation (the "Company").
For a description of the Normal Units, reference is made to
(i) Registration Statement File No. 333-81774 on Form S-3 of the Company filed
with the Securities and Exchange Commission (the "Commission") on January 31,
2002, as amended by Amendment No. 1 filed with the Commission on February 19,
2002 and by Post-Effective Amendment No. 1 filed with the Commission on
March 12, 2002 and (ii) the final prospectus supplement for the Normal Units
filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of
1933, as amended, on February 26, 2002, which description is incorporated herein
by reference.
Item 2. Exhibits.
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Exhibit Description
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1. Purchase Contract Agreement dated as of March 1,
2002, between the Company and The Bank of New
York, as purchase contract agent (incorporated
herein by reference to Exhibit 4.15 to
Post-Effective Amendment No. 1 to Registration
Statement No. 333-81774).
2. Pledge Agreement dated as of March 1, 2002, among
the Company, The Bank of New York, as purchase
contract agent and BNY Trust Company of Missouri,
as custodial agent, collateral agent and
securities intermediary (incorporated herein by
reference to Exhibit 4.16 to Post-Effective
Amendment No. 1 to Registration Statement
No. 333-81774).
3. Form of Certificate of Normal Units (attached as
an exhibit to the Company order which is
incorporated herein by reference to Exhibit 4.8 to
Post-Effective Amendment No. 1 to Registration
Statement No. 333-81774).
4. Remarketing Agreement dated as of March 4, 2002,
among the Company, The Bank of New York, as
purchase contract agent and Goldman, Sachs & Co.,
as remarketing agent (incorporated herein by
reference to Exhibit 4.18 to Post-Effective
Amendment No. 1 to Registration Statement
No. 333-81774).
5. Indenture of the Company with The Bank of New
York, as trustee, dated as of December 1, 2001,
relating to the Company's senior debt securities
(incorporated herein by reference to Exhibit 4.5
to Registration Statement No. 333-81774).
6. Company order relating to $345,000,000 Notes due
May 15, 2007 issued under the Indenture which are
a component of the Normal Units (including the
form of such Notes) (incorporated herein by
reference to Exhibit 4.8 to Post-Effective
Amendment No. 1 to Registration Statement
No. 333-81774).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement on Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 12, 2002 AMEREN CORPORATION
By: /s/ Steven R. Sullivan
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Name: Steven R. Sullivan
Title: Vice President,
General Counsel and
Secretary