UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 2)
[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
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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 .
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Shares outstanding of each of registrant's classes of common stock as of August
31, 1995:
Common Stock, $5 par value--102,123,834
(excl. 42,990 treasury shares)
UNION ELECTRIC COMPANY
INDEX
PAGE NO.
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Item 5. Other Matters........................................... 1
Item 6. Exhibits and Reports on Form 8-K........................ 2
PART II. OTHER INFORMATION
ITEM 5. OTHER MATTERS
On August 11, 1995, the Board of Directors of the registrant (the "Board of
Directors") approved and adopted certain amendments to the registrant's bylaws
(the "Bylaws"). These amendments: (i) amend Article I, Section 2 of the Bylaws
to provide that special meetings of the registrant's shareholders may be called
only by the chief executive officer of the registrant or by resolution of a
majority of the whole Board of Directors; (ii) amend Article I, Section 4 of
the Bylaws to provide that meetings of the registrant's shareholders may be
adjourned by the chairman of the Board of Directors or by a majority of the
shares represented at such meeting; and (iii) add a Section 8 to Article I,
providing orderly procedures for the making of and receiving of stockholder
nominations and other proposals. Amendment (iii) referred to in the foregoing
sentence provides generally:
(a) that nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders (i) pursuant to the
registrant's notice of meeting, (ii) by or at the direction of the
Board of Directors or (iii) by any stockholder who was a stockholder of
record at the time of giving of notice provided for Article I, Section
8, who is entitled to vote at the meeting and who complies with the
notice procedures set forth below;
(b) that stockholders must give notice of nominations of persons for
election to the Board of Directors and the proposal of business to be
considered by stockholders at the annual meeting not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting (unless the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, in which case notice may be given not earlier than
the 90th day prior to such meeting and not later than the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made);
(c) that stockholders are required to provide (i) with respect to each
person whom the stockholder proposes to nominate for election as a
director, all information relating to such person that is required to
be disclosed in solicitations of proxies for election of director or
is otherwise required pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended and Rule 14a-11
thereunder, (ii) with respect to business that a stockholder proposes,
a brief description of such business, the reasons for conducting such
business and any material interest that such stockholder has in
proposing such business, and (iii) certain additional information with
respect to the stockholder making the proposal and the beneficial
owner on whose behalf such proposal is being made;
(d) that in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public announcement by
the registrant naming all of the nominees or specifying the size of the
increased Board of Directors at least 70 days prior to the first
anniversary of the preceding year's annual meeting, the required
stockholder's notice will also be considered timely, but only with
respect to nominees for any new positions created by such increase, if
it is delivered not later than the close of business on the 10th day
following the day on which such public announcement is first made by
the registrant;
(e) that only such business as is properly brought before a special meeting
of shareholders pursuant to the registrant's notice of meeting may be
conducted at a special meeting of shareholders;
(f) that nominations of persons for the election to the Board of Directors
may be made at a special meeting at which directors are to be elected
pursuant to the registrant's notice of meeting by or at the direction
of the Board of Directors or, provided that the Board of Directors has
determined that directors will be elected at such meeting, by any
stockholder of the registrant who is a stockholder of record at the
time of giving of notice, who will be entitled to vote at the meeting
and who complies with the notice procedures; and
1
(g) that only such persons who are nominated in accordance with the
procedures set forth in Section 8 of Article I, as amended, will be
eligible to serve as directors, and only such business may be conducted
at a special meeting of stockholders as is brought before the meeting
pursuant to the Company's notice of meeting.
The foregoing summary of the amendments to the registrant's Bylaws is
qualified by reference to the full text of the Bylaws, as amended, which is
attached as Exhibit 3(ii) hereto and incorporated herein by reference in its
entirety.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits.
Exhibit 3(ii) -- Bylaws of Union Electric Company, as amended as of August
11, 1995.
2
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)
September 7, 1995 By /s/ Donald E. Brandt
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Donald E. Brandt
Senior Vice President, Finance
and Corporate Services
3
INDEX OF EXHIBITS
EXHIBIT PAGE NO.
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Exhibit 3(ii) -- Bylaws of Union Electric Company, as amended as of
August 11, 1995....................................