SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 30, 2003
UNION ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Missouri 1-2967 43-0559760
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Reference is made to "Regulatory Matters" under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Intercompany
Purchase of Electric Generating Facilities" under Note 2 to the "Notes to
Consolidated Financial Statements" of the Registrant's Form 10-Q for the
quarterly period ended March 31, 2003, for a discussion of the Registrant's
proposed purchase of approximately 550 megawatts of combustion turbine
generating units at Pinckneyville and Kinmundy, Illinois from its affiliate,
AmerenEnergy Generating Company (Generating Company) and for a discussion of the
status of the related proceedings before the Illinois Commerce Commission (ICC)
and the Federal Energy Regulatory Commission (FERC).
On May 30, 2003, the Registrant filed a Notice of Withdrawal with the ICC
notifying it that the Registrant had elected not to pursue approval of the
transaction and was withdrawing its request. In the Notice, the Registrant
states that the concerns expressed by the ICC Staff regarding the Registrant's
means of satisfying its generating capacity needs, juxtaposed with the Missouri
Public Service Commission's (MoPSC) views of the appropriate means of meeting
generating capacity obligations, have demonstrated to the Registrant the
difficulty of a single company operating as an electric utility in both a
regulated generation jurisdiction such as Missouri and an unregulated generation
jurisdiction such as Illinois. To remedy this difficulty, the Registrant
announced in the Notice its plan to limit its public utility operations to the
State of Missouri and to discontinue operating as a public utility subject to
ICC regulation. The Registrant intends to accomplish this plan by transferring
its Illinois-based electric and natural gas businesses, including its
Illinois-based distribution assets and personnel and certain of its transmission
assets, to its affiliate, Central Illinois Public Service Company, which
operates as AmerenCIPS. The Registrant's electric generating facilities and
certain of its electric transmission facilities in Illinois would not be part of
the transfer. The transfer of the Registrant's Illinois-based utility businesses
will require the approval of the ICC, the FERC, the MoPSC and the Securities and
Exchange Commission (SEC) under the provisions of the Public Utility Holding
Company Act of 1935 (PUHCA).
Upon receipt of these regulatory approvals and completion of the transfer
of its Illinois-based utility businesses, the Registrant, as it states in the
above referenced Notice of Withdrawal, will no longer be subject to regulation
as a public utility by the ICC and as a result, the ICC's approval will no
longer be required for the Registrant to purchase the Pinckneyville and Kinmundy
combustion turbine generating units from Generating Company. The Registrant
intends to continue with the purchase of these electric generating facilities
and will continue to seek approvals from regulators having jurisdiction over the
transaction. The FERC is required to approve the transaction. As stated
previously, ICC approval will no longer be necessary. Further, the MoPSC is not
required to approve this transaction; however, the MoPSC has stated in filings
with the FERC that this transaction is consistent with and supported by the
Registrant's electric rate settlement approved by the MoPSC in August 2002. Due
to the fact that no state regulatory bodies will approve this transaction, the
SEC will be required to approve this transaction under the PUHCA.
The Registrant is unable to predict the ultimate outcome of the above
referenced regulatory proceedings or the timing of the final decisions of the
various agencies. As a result, the Registrant, at this time, is unable to
estimate the impact of these transactions on its financial position, results of
operations or liquidity.
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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 thereunto duly authorized.
UNION ELECTRIC COMPANY
(Registrant)
By /s/ Martin J. Lyons
-------------------------------------
Name: Martin J. Lyons
Title: Vice President and Controller
(Principal Accounting Officer)
Date: June 2, 2003
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