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................................