UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED JUNE 30, 1995 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _______________ COMMISSION FILE NUMBER 1-2967. UNION ELECTRIC COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI 43-0559760 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . ---- ---- Shares outstanding of each of registrant's classes of common stock as of July 31, 1995: Common Stock, $5 par value--102,123,834 (excl. 42,990 treasury shares) UNION ELECTRIC COMPANY INDEX PAGE NO. -------- Part I Financial Information (Unaudited) Balance Sheet-- June 30, 1995 and December 31, 1994....... 2 Statement of Income--Three Months, Six Months and Twelve Months Ended June 30, 1995 and 1994....................... 3 Statement of Cash Flows--Six Months Ended June 30, 1995 and 1994.................................................. 4 Notes to Financial Statements............................. 5 Management's Discussion and Analysis...................... 6 thru 8 Part II Other Information Item 5. Other Matters..................................... 9 Item 6. Exhibits and Reports on Form 8-K.................. 10 UNION ELECTRIC COMPANY BALANCE SHEET UNAUDITED (THOUSANDS OF DOLLARS) JUNE 30, DECEMBER 31, ASSETS 1995 1994 ------ ---------- ------------ Property and plant, at original cost: Electric............................................ $8,399,003 $8,200,094 Gas................................................. 165,955 160,729 Other............................................... 35,011 35,033 ---------- ---------- 8,599,969 8,395,856 Less accumulated depreciation and amortization...... 3,397,000 3,305,582 ---------- ---------- 5,202,969 5,090,274 Construction work in progress: Nuclear fuel in process........................... 102,757 134,815 Other............................................. 88,393 119,473 ---------- ---------- Total property and plant, net................... 5,394,119 5,344,562 Regulatory asset--deferred income taxes............... 720,995 732,478 Deferred charges: Unamortized debt expense............................ 46,959 49,432 Nuclear decommissioning trust fund.................. 64,342 53,906 Other............................................... 24,366 22,508 ---------- ---------- Total deferred charges.......................... 135,667 125,846 Current assets: Cash................................................ 584 1,510 Temporary cash investments.......................... 2,256 -- Accounts receivable--trade (less allowance for doubtful accounts of $6,239 and $6,277 at respective dates).................................. 171,969 164,803 Unbilled revenue.................................... 110,103 71,321 Other accounts and notes receivable................. 17,098 17,691 Materials and supplies, at average cost-- Fossil fuel....................................... 51,104 61,533 Construction and maintenance...................... 94,073 89,683 Other............................................... 16,723 15,274 ---------- ---------- Total current assets............................ 463,910 421,815 ---------- ---------- Total Assets.......................................... $6,714,691 $6,624,701 ========== ========== CAPITAL AND LIABILITIES ----------------------- Capitalization: Common stock, $5 par value, authorized 150,000,000 shares--outstanding 102,123,834 shares (excluding 42,990 shares at par value in treasury)............ $ 510,619 $ 510,619 Other paid-in capital............................... 717,669 717,669 Retained earnings................................... 1,023,809 1,040,766 ---------- ---------- Total common stockholders' equity............... 2,252,097 2,269,054 Preferred stock not subject to mandatory redemption. 218,497 218,497 Preferred stock subject to mandatory redemption..... 650 676 Capital lease obligation............................ 61,250 88,038 Long-term debt...................................... 1,800,585 1,745,585 Unamortized discount and premium on debt............ (9,857) (10,134) ---------- ---------- Long-term debt, net............................... 1,790,728 1,735,451 ---------- ---------- Total capitalization............................ 4,323,222 4,311,716 Accumulated deferred income taxes..................... 1,340,872 1,349,239 Accumulated deferred investment tax credits........... 169,612 172,705 Regulatory liability.................................. 222,546 229,333 Accumulated provision for nuclear decommissioning..... 66,015 55,579 Other deferred credits and liabilities................ 152,666 131,543 Current and accrued liabilities: Current maturity of capital lease obligation........ 30,181 30,318 Current maturity of long-term debt.................. 35,000 38,000 Accounts payable.................................... 72,680 61,575 Wages payable....................................... 33,357 35,045 Bank loans.......................................... 25,400 -- Accumulated deferred income taxes................... 27,388 28,574 Income taxes accrued................................ 38,100 36,481 Other taxes accrued................................. 63,499 16,954 Interest accrued.................................... 48,244 55,909 Dividends accrued................................... 3,301 3,301 Other............................................... 62,608 68,429 ---------- ---------- Total current and accrued liabilities........... 439,758 374,586 ---------- ---------- Total Capital and Liabilities......................... $6,714,691 $6,624,701 ========== ========== 2 UNION ELECTRIC COMPANY STATEMENT OF INCOME (UNAUDITED) (THOUSANDS OF DOLLARS EXCEPT SHARES AND PER SHARE AMOUNTS) THREE MONTHS ENDED SIX MONTHS ENDED TWELVE MONTHS ENDED JUNE 30, JUNE 30, JUNE 30, -------------------- ------------------ ---------------------- 1995 1994 1995 1994 1995 1994 --------- --------- -------- -------- ---------- ---------- Operating revenues: Electric.............. $ 500,081 $ 516,847 $908,829 $918,814 $1,959,548 $1,992,970 Gas................... 13,402 16,003 51,614 52,754 84,969 79,210 Steam................. 92 94 247 276 445 494 --------- --------- -------- -------- ---------- ---------- Total operating rev- enues.............. 513,575 532,944 960,690 971,844 2,044,962 2,072,674 Operating expenses: Operations Fuel and purchased power................ 81,180 79,284 170,079 160,879 338,762 387,405 Other................. 102,771 104,653 212,156 225,872 421,950 446,029 --------- --------- -------- -------- ---------- ---------- 183,951 183,937 382,235 386,751 760,712 833,434 Maintenance........... 60,920 48,122 111,088 90,507 218,341 198,818 Depreciation and decommissioning...... 58,178 56,191 115,778 111,373 230,450 222,220 Income taxes.......... 50,210 63,372 74,070 87,998 192,493 193,162 Other taxes........... 53,156 53,516 103,053 102,258 211,271 211,133 --------- --------- -------- -------- ---------- ---------- Total operating ex- penses............. 406,415 405,138 786,224 778,887 1,613,267 1,658,767 Operating income........ 107,160 127,806 174,466 192,957 431,695 413,907 Other income and deduc- tions: Allowance for equity funds used during con- struction............. 1,016 1,483 2,908 3,136 5,539 6,676 Miscellaneous, net..... 887 462 1,533 3,099 (1,163) 5,278 --------- --------- -------- -------- ---------- ---------- Total other income/deductions, net.................. 1,903 1,945 4,441 6,235 4,376 11,954 Income before interest charges................ 109,063 129,751 178,907 199,192 436,071 425,861 Interest charges: Interest.............. 34,553 33,717 67,988 66,101 142,999 129,177 Allowance for borrowed funds used during construction......... (1,525) (1,358) (3,340) (2,527) (6,326) (5,043) --------- --------- -------- -------- ---------- ---------- Net interest charges............ 33,028 32,359 64,648 63,574 136,673 124,134 Net income.............. 76,035 97,392 114,259 135,618 299,398 301,727 Preferred stock divi- dends.................. 3,313 3,314 6,626 6,627 13,251 13,587 --------- --------- -------- -------- ---------- ---------- Earnings on common stock.................. $ 72,722 $ 94,078 $107,633 $128,991 $ 286,147 $ 288,140 ========= ========= ======== ======== ========== ========== Earnings per share of common stock (based on average shares outstanding)........... $ 0.71 $ 0.92 $ 1.05 $ 1.26 $ 2.80 $ 2.82 ========= ========= ======== ======== ========== ========== Dividends per share of common stock........... $ 0.61 $ 0.595 $ 1.22 $ 1.19 $ 2.425 $ 2.365 ========= ========= ======== ======== ========== ========== Average number of common shares outstanding (in thousands)............. 102,124 102,124 102,124 102,124 102,124 102,124 ========= ========= ======== ======== ========== ========== 3 UNION ELECTRIC COMPANY STATEMENT OF CASH FLOWS UNAUDITED (THOUSANDS OF DOLLARS) SIX MONTHS ENDED JUNE 30, -------------------- 1995 1994 --------- --------- Cash Flows From Operating Net income............................................. $ 114,259 $ 135,618 Adjustments to reconcile net income to net cash pro- vided by operating activities: Depreciation and amortization........................ 111,066 106,716 Amortization of nuclear fuel......................... 14,963 21,873 Allowance for funds used during construction......... (6,248) (5,663) Postretirement benefit accrual....................... 15,647 14,005 Deferred income taxes, net........................... (4,857) (5,417) Deferred investment tax credits, net................. (3,093) (3,093) Changes in assets and liabilities: Receivables, net................................... (45,355) (48,439) Materials and supplies............................. 6,039 (25,653) Accounts and wages payable......................... 9,417 (68,668) Taxes accrued...................................... 48,164 87,382 Interest and dividends accrued or declared......... (7,665) 6,080 Other, net......................................... (2,350) 10,000 --------- --------- Net cash provided by operating activities................ 249,987 224,741 Cash Flows From Investing: Construction expenditures.............................. (154,041) (163,763) Allowance for funds used during construction........... 6,248 5,663 Nuclear fuel expenditures.............................. (23,893) (7,782) --------- --------- Net cash used in investing activities.................... (171,686) (165,882) Cash Flow From Financing: Dividends on preferred stock........................... (6,626) (6,627) Dividends on common stock.............................. (124,591) (121,527) Environmental bond funds............................... 3,796 6,562 Redemptions-- Nuclear fuel lease................................... (56,891) (13,324) Short-term debt...................................... -- (33,100) Long-term debt....................................... (38,000) (25,000) Preferred stock...................................... (26) (26) Issuances-- Nuclear fuel lease................................... 29,967 33,061 Short-term debt...................................... 25,400 -- Long-term debt....................................... 90,000 100,000 --------- --------- Net cash used in financing activities.................... (76,971) (59,981) --------- --------- Net change in cash and cash equivalents.................. 1,330 (1,122) Cash and cash equivalents at beginning of period......... 1,510 1,297 --------- --------- Cash and cash equivalents at end of period............... $ 2,840 $ 175 ========= ========= Supplemental disclosure of cash flow information: Cash and cash equivalents include cash on hand and temporary investments purchased with a maturity of three months or less Cash paid during the period: Interest (net of amount capitalized)................. $ 69,005 $ 52,047 Income taxes......................................... 80,570 56,345 4 UNION ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1--Financial statement note disclosures, normally included in financial statements prepared in conformity with generally accepted accounting principles, have been omitted in this Form 10-Q pursuant to the Rules and Regulations of the Securities and Exchange Commission. However, in the opinion of the registrant, the disclosures contained in this Form 10-Q are adequate to make the information presented not misleading. See Notes to Financial Statements included in the 1994 Annual Report on Form 10-K for information relevant to the financial statements contained in this Form 10-Q, including information as to the significant accounting policies of the registrant. NOTE 2--In the opinion of the registrant the interim financial statements filed as part of this Form 10-Q reflect all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the periods presented. Registrant's financial statements were prepared to permit the information required in the Financial Data Schedule (FDS), Exhibit 27, to be directly extracted from the filed statements. The FDS amounts correspond to or are calculable from the amounts reported in the financial statements or notes thereto. NOTE 3--Due to the effect of weather on sales and other factors which are characteristic of public utility operations, financial results for the periods ended June 30, 1995 and 1994 are not necessarily indicative of trends for any twelve-month period. NOTE 4--On July 21, 1995, the Missouri Public Service Commission approved an agreement involving the registrant's Missouri electric rates. The agreement provides for a rate decrease for all classes of Missouri retail electric customers, effective August 1, 1995, reducing annual revenues by $30 million. In addition, a one-time $30 million credit to current Missouri electric customers will reduce third quarter 1995 earnings approximately 18 cents per share. Also included is a three- year plan which provides that earnings in excess of a 12.61 percent return on equity will be shared equally between customers and stockholders and earnings above a 14 percent return on equity will be credited to customers. Also, the agreement provides that no party shall file for a general increase or decrease in registrant's Missouri retail electric rates prior to July 1, 1998, except that the registrant may file for an increase if certain adverse events occur. NOTE 5--On August 11, 1995, the registrant entered into an Agreement and Plan of Merger with CIPSCO Incorporated, an Illinois corporation, Arch Holding Corp., a Missouri corporation, and Arch Merger Inc., a Missouri corporation. Information regarding this event is provided under "Item 5. Other Events" of this Quarterly Report on Form 10-Q. 5 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS Second quarter 1995 common stock earnings were $72.7 million or 71 cents per share, a decrease of $21.4 million from 1994's second quarter. Earnings per share in the second quarter of 1995 were 21 cents lower than in the comparable 1994 period. Common stock earnings for the six months ended June 30, 1995 were $107.6 million, a decrease of $21.4 million from the same period in 1994. Earnings of $1.05 per share during the six months ended June 30, 1995 were 21 cents lower than in the comparable 1994 period. Common stock earnings for the twelve months ended June 30, 1995 were $286.2 million, a $2 million decrease from the preceding twelve-month period. Earnings of $2.80 per share for the twelve months ended June 30, 1995 decreased 2 cents per share from the twelve months ended June 30, 1994. The decreased earnings for the three months and six months ended June 30, 1995 versus the comparable 1994 periods resulted from decreased operating revenues, greater operating expenses and increased interest charges. The lower revenues were primarily from lower electricity sales this year due to mild weather and the increased expenses related to the 1995 Callaway nuclear plant refueling. The decreased earnings for the twelve months ended June 30, 1995 versus the prior twelve-month period also reflects lower electric operating revenues and higher interest charges offset almost entirely by reduced operating expenses. Operating expenses were down primarily due to lower fuel and purchased power costs and reduced purchased gas costs. The impact of significant items affecting revenues, costs and earnings during the three-month, six-month and twelve-month periods ended June 30, 1995 and 1994 is detailed below: ELECTRIC OPERATING REVENUES (Millions of Dollars) VARIATIONS FOR PERIODS ENDED JUNE 30, 1995 FROM COMPARABLE PRIOR PERIODS ---------------------------------------------------- THREE MONTHS SIX MONTHS TWELVE MONTHS -------------- -------------- --------------- Effect of abnormal weather.............. $(23.9) $(20.3) $(62.3) Growth and other...... 7.1 10.3 28.9 -------------- -------------- -------------- $(16.8) $(10.0) $(33.4) ============== ============== ============== Second quarter 1995 kilowatt-hour sales declined 1 percent from the same quarter of 1994, primarily due to mild spring weather. Commercial sales were unchanged from the year-ago quarter and industrial sales gained 3 percent while weather-sensitive residential sales declined 8 percent. Kilowatt-hour sales for the six months ended June 30, 1995 were unchanged from the comparable 1994 period. Residential sales decreased 4 percent, commercial sales increased 1 percent and industrial sales grew 4 percent. Kilowatt-hour sales for the twelve months ended June 30, 1995 were even with the prior twelve-month period. Commercial and industrial sales were up 1 percent and 4 percent, respectively, while sales to more weather-sensitive residential customers decreased 5 percent. 6 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (CONTINUED) OPERATING EXPENSES (Millions of Dollars) VARIATIONS FOR PERIODS ENDED JUNE 30, 1995 FROM COMPARABLE PRIOR PERIODS ---------------------------------------------------- THREE MONTHS SIX MONTHS TWELVE MONTHS -------------- ------------- --------------- Fuel: Variation in generation............ $ 2.7 $(0.9) $ 53.3 Price.................. 6.2 1.3 (44.5) Generation efficiencies.......... 0.3 (0.2) (0.9) Department of Energy assessment............ 0.1 0.4 1.2 Net Interchange sales and purchased power variation............... (7.4) 8.6 (57.8) ------ ----- ------ $ 1.9 $ 9.2 $(48.7) ====== ===== ====== The increase in fuel and purchased power costs during the three months ended June 30, 1995, versus the three months ended June 30, 1994, is primarily due to higher fuel prices and increased generation, partially offset by lower net purchased power costs. The higher fuel prices are due to the absence of nuclear generation during the Callaway plant's 48 day refueling outage. The increase in fuel and purchased power costs during the six months ended June 30, 1995, versus the six months ended June 30, 1994, is primarily due to increased net purchased power costs and higher fuel prices, resulting from the Callaway plant refueling outage, partially offset by reduced generation. The decreased fuel costs for the twelve months ended June 30, 1995, versus the twelve months ended June 30, 1994, reflects reduced net purchased power costs and lower fuel prices, partially offset by increased generation. The 1993 flood-interrupted coal deliveries reduced generation and increased net purchased power costs in the prior twelve-month period. Other operating expense variations reflect recurring conditions such as growth, inflation and wage increases. During the three months ended June 30, 1995, versus the comparable 1994 period, operations expenses other than fuel and purchased power declined $2 million primarily due to a $3 million decrease in purchased gas costs and other expenses offset by a $1 million increase in labor expenses. Maintenance expenses during the current three-month period were $13 million higher primarily due to Callaway plant maintenance during the 1995 refueling outage. During the six months ended June 30, 1995, versus the comparable 1994 period, operations expenses other than fuel and purchased power, were $14 million lower, primarily due to an $11 million decrease in purchased gas costs, and lower employee welfare expenses, injuries and damages, insurance premiums, regulatory fees, and research and development costs. Maintenance expenses for the current six-month period were $21 million higher primarily due to increases of $19 million for power plant maintenance and $2 million for transmission/distribution system maintenance. The Callaway refueling outage accounted for $14 million of the power plant expense increase, with $5 million attributable to fossil-fueled plant maintenance. For the twelve months ended June 30, 1995, versus the prior twelve-month period, operations expenses other than fuel and purchased power, were $24 million lower, primarily due to a $16 million reduction in purchased gas costs, a $6 million decrease in labor costs and a $2 million drop in other expenses. Maintenance expenses for the current twelve-month period increased $19 million primarily due to increases of $16 million for maintenance expenses at our fossil-fueled power plants and $3 million for transmission/distribution system maintenance. 7 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (CONTINUED) Depreciation expense for the three-month, six-month and twelve-month periods ended June 30, 1995, versus the comparable 1994 periods, increased $2 million, $4 million and $8 million, respectively, primarily due to increases in depreciable property. Other taxes charged to operating expenses increased $1 million during the six months ended June 30, 1995, versus the comparable 1994 period resulting from real estate tax increases, partially offset by reduced gross receipts taxes. Income taxes charged to operating expenses decreased $13 million and $14 million, respectively, during the three and six months ended June 30, 1995, versus the comparable 1994 periods, primarily due to lower pretax income. OTHER INCOME AND DEDUCTIONS Miscellaneous other net income and deductions decreased $6 million for the twelve months ended June 30, 1995, versus the comparable 1994 period, primarily reflecting increased charitable contributions. INTEREST During the three, six and twelve months ended June 30, 1995 versus the comparable prior year periods, interest increased $1 million, $2 million and $14 million, respectively, primarily due to higher interest rates on variable rate long-term debt and increased total debt outstanding. ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFC) Variations in AFC track construction work in progress and changes were not significant for the reporting periods. During the twelve-month periods ended June 30, 1995 and 1994, AFC rates averaged 9.2 percent and 8.5 percent, respectively. RATE MATTERS See Note 4 under Notes to Financial Statements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES In June 1995, the registrant redeemed $3,000,000 of matured 4-3/4% Series First Mortgage Bonds. 8 PART II. OTHER INFORMATION ITEM 5. OTHER MATTERS On July 21, 1995, the Missouri Public Service Commission approved a settlement agreement among all parties involving the registrant's Missouri retail electric rates. The agreement provides for a rate decrease for all classes of Missouri retail electric customers, effective August 1, 1995, reducing annual revenues by $30 million. In addition, a one-time credit of $30 million will be granted. Also included is a three-year plan which provides that earnings in excess of 12.61% return on equity will be shared equally by the registrant's customers and shareholders. Earnings in excess of a 14.00% return on equity will be credited entirely to customers. The agreement also provides that no party shall file for a general increase or decrease in registrant's Missouri retail electric rates for a period of three years, except that the registrant may file for an increase if certain adverse events occur. On August 11, 1995, the registrant entered into an Agreement and Plan of Merger (the "Merger Agreement") with CIPSCO Incorporated, an Illinois corporation ("CIPSCO"), Arch Holding Corp., a newly formed Missouri corporation 50% owned by the registrant and 50% owned by CIPSCO ("Arch Holding"), and Arch Merger Inc., a newly formed Missouri corporation and wholly owned subsidiary of Arch Holding ("Merger Sub"), pursuant to which, among other things, Merger Sub will be merged with and into the registrant and CIPSCO will be merged with and into Arch Holding (the "Mergers"), with the result that the registrant and Central Illinois Public Service Company, an Illinois corporation and the wholly owned operating subsidiary of CIPSCO, as well as other direct subsidiaries of CIPSCO, will continue as wholly owned operating subsidiaries of Arch Holding. As a result of the Mergers, each outstanding share of the registrant's common stock, par value $5.00 per share ("Common Stock"), (other than shares with respect to which dissenters' rights are perfected under applicable state laws) will be converted into the right to receive one share of common stock of Arch Holding, par value $0.01 per share ("Arch Holding Common Stock"), each outstanding share of the registrant's preferred stock, without par value, (other than shares with respect to which dissenters' rights are perfected under applicable state laws), will remain outstanding and unchanged and each outstanding share of CIPSCO's common stock, without par value ("CIPSCO Common Stock") (including shares with respect to which dissenters' rights are perfected under applicable state laws) will be converted into the right to receive 1.03 shares of Arch Holding Common Stock (or cash in lieu of fractional shares otherwise deliverable in respect thereof). After the Mergers, Arch Holding will become a registered public utility holding company under the Public Utility Holding Company Act of 1935, as amended. The Mergers are conditioned upon, among other things, approval by holders of two-thirds of the Common Stock and of the preferred stock, without par value, of the registrant voting together as a single class, by holders of two-thirds of the CIPSCO Common Stock, and upon receipt of certain regulatory and governmental approvals. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2(a) hereto and incorporated herein by reference in its entirety. Simultaneous with their execution and delivery of the Merger Agreement, the registrant and CIPSCO entered into stock option agreements (the "Stock Option Agreements"), pursuant to one of which the registrant granted CIPSCO the right, upon the terms and subject to the conditions set forth therein, to purchase up to 6,983,233 shares of Common Stock at a price of $35.94 per share, and pursuant to the other of which CIPSCO granted the registrant the right, upon the terms and subject to the conditions set forth therein, to purchase up to 6,779,838 shares of CIPSCO Common Stock of a price of $37.02 per share. The foregoing description of the Stock Option Agreements is qualified in its entirety by reference to the Stock Option Agreements, which are attached as Exhibits 10(a) and 10(b) hereto, respectively, and incorporated herein by reference in their entirety. A copy of the Press Release, dated August 14, 1995, issued by the registrant and CIPSCO relating to the Mergers is attached as Exhibit 99(a) hereto and is incorporated herein by reference in its entirety. 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a)Exhibits. Exhibit 2(a) -- Agreement and Plan of Merger, dated as of August 11, 1995, by and among CIPSCO Incorporated, Union Electric Company, Arch Holding Corp., and Arch Merger Inc. Exhibit 10(a) -- Stock Option Agreement dated, as of August 11, 1995, by and between CIPSCO Incorporated and Union Electric Company. Exhibit 10(b) -- Stock Option Agreement dated, as of August 11, 1995, by and between Union Electric Company and CIPSCO Incorporated. Exhibit 12(a) -- Computation of Ratio of Earnings to Fixed Charges, 12 Months Ended June 30, 1995. Exhibit 12(b) -- Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements, 12 Months Ended June 30, 1995. Exhibit 27 -- Financial Data Schedule. Exhibit 99(a) -- Press Release, dated August 14, 1995, relating to transactions between Union Electric Company and CIPSCO Incorporated. (b) Reports on Form 8-K. During the quarter, registrant filed a Form 8-K dated June 12, 1995, reporting on a stipulation and agreement relative to Missouri retail electric rates. SIGNATURES 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) August 14, 1995 By /s/ Donald E. Brandt ----------------------------------- Donald E. Brandt Senior Vice President Finance and Corporate Services 10 INDEX OF EXHIBITS EXHIBIT PAGE NO. ------- -------- Exhibit 2(a) -- Agreement and Plan of Merger, dated as of August 11, 1995, by and among CIPSCO Incorporated, Union Electric Company, Arch Holding Corp., and Arch Merger Inc......................................... Exhibit 10(a) -- Stock Option Agreement dated, as of August 11, 1995, by and between CIPSCO Incorporated and Union Electric Company................................... Exhibit 10(b) -- Stock Option Agreement dated, as of August 11, 1995, by and between Union Electric Company and CIPSCO Incorporated................................ Exhibit 12(a) -- Computation of Ratio of Earnings to Fixed Charges, 12 Months Ended June 30, 1995...................... Exhibit 12(b) -- Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements, 12 Months Ended June 30, 1995......................... Exhibit 99(a) -- Press Release, dated August 14, 1995, relating to transactions between Union Electric Company and CIPSCO Incorporated................................