UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
[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.
--------
Item 5. Other Matters........................................... 1
Item 6. Exhibits and Reports on Form 8-K........................ 1
PART II. OTHER INFORMATION
ITEM 5. OTHER MATTERS
Reference is hereby made to the registrant's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1995, as filed by the registrant with
the Securities and Exchange Commission on August 14, 1995 (the "August 14 10-
Q"). The version of the Agreement and Plan of Merger, dated as of August 11,
1995, by and among the registrant, CIPSCO Incorporated, Arch Holding Corp. and
Arch Merger Inc. (the "Merger Agreement") which was filed as Exhibit 2(a) to
the August 14 10-Q (the "August 14 Exhibit 2(a)") and incorporated by reference
into Item 5 of the August 14 10-Q inadvertently contained a proviso in Section
9.3 thereof which was not a part of the Merger Agreement and was not agreed to
by the parties thereto. The full text of the correct version of the Merger
Agreement is attached hereto as Exhibit 2(a), and incorporated herein by
reference. All references to the Merger Agreement in Item 5 of the August 14
10-Q, including the incorporation by reference into such Item of the Merger
Agreement, are hereby deemed to refer to the version of the Merger Agreement
filed herewith.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reference is hereby made to the Merger Agreement which was filed as the
August 14 Exhibit 2(a) to the August 14 10-Q. The last three lines of Section
9.3(a) of the August 14 Exhibit 2(a) inadvertently contained a proviso which is
not a part of the Merger Agreement executed and agreed to by the parties
thereto. The full text of the correct Merger Agreement is attached as Exhibit
2(a) hereto and supercedes the August 14 Exhibit 2(a) in its entirety.
(a)Exhibits.
Exhibit 2(a) -- Agreement and Plan of Merger, dated as of August 11,
1995, by and among Union Electric Company, CIPSCO
Incorporated, Arch Holding Corp. and Arch Merger Inc.
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)
By
August 15, 1995 /s/ William E. Jaudes
-----------------------------------
William E. Jaudes
Vice President
and General Counsel
1
INDEX OF EXHIBITS
EXHIBIT PAGE NO.
------- --------
Exhibit 2(a) -- Agreement and Plan of Merger, dated as of August 11,
1995, by and among Union Electric Company, CIPSCO
Incorporated, Arch Holding Corp. and Arch Merger
Inc.................................................