<PAGE>
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
(_) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
COMMISSION FILE NUMBER 1-2967
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
Issuer: Union Electric Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE>
(PRICE WATERHOUSE FINANCIAL REPORT)
<PAGE>
[LOGO OF PRICE WATERHOUSE]
UNION ELECTRIC COMPANY
Savings Investment Plan
Report and Financial Statements
December 31, 1993
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
INDEX TO REPORT AND FINANCIAL STATEMENTS
- - - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 1
Statement of Net Assets Available for Plan
Benefits at December 31, 1993 and 1992 2-3
Statement of Changes in Net Assets Available
for Plan Benefits for the years ended December 31,
1993 and 1992 4-5
Notes to Financial Statements 6-10
</TABLE>
Supplemental Information:
Schedule of Investments at December 31, 1993
and 1992 Schedule I
Schedule of Realized Gains for the years
ended December 31, 1993 and 1992 Schedule II
Schedule of Transactions with Parties-in-Interest
for the year ended December 31, 1993 Schedule III
Schedule of Transactions Involving an Amount in Excess
of 5% of the Current Value of Plan Assets (Reportable
Transactions) for the year ended December 31, 1993 Schedule IV
Note: - Schedules not included with this financial data have been omitted
because they are not applicable or the required information is
included in the Financial Statements or accompanying Notes.
<PAGE>
Price Waterhouse [LOGO OF PRICE WATERHOUSE]
June 7, 1994
To the Board of Directors of
Union Electric Company and the
Participants of the Union Electric
Company Savings Investment Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Union Electric Company Savings Investment Plan at December
31, 1993 and 1992, and the changes in its net assets available for plan benefits
for each of the two years in the period ended December 31, 1993, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
As discussed in Note 4 to the financial statements, in 1993 Union Electric
Company merged the net assets of the Union Electric Company Savings Investment
Plan for Contract Employees and Union Electric Company Employee Stock Ownership
Plan into the Union Electric Company Savings Investment Plan for Management
Employees. The merged plan was renamed the Union Electric Company Savings
Investment Plan.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
through IV is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
[SIGNATURE OF PRICE WATERHOUSE LOGO]
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
PAGE 2
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
STABLE
UE COMMON AGGRESSIVE CONSERVATIVE INTEREST
STOCK EQUITY EQUITY BALANCED BOND INCOME
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Boatmen's Employee Benefit
Short-Term Fund $ 65,976 $ 141 $ 90 $ 75 $ 47 $ 6,353,159 $ 6,419,488
Union Electric Common Stock 189,698,914 189,698,914
Mutual and Collective Fund
Investments 40,995,302 25,557,052 21,192,896 12,975,077 2,552,534 103,272,861
Insurance Company Contracts 27,097,769 27,097,769
Dividends and interest receivable 1,023 86 59 46 32 18,825 20,071
Contributions receivable:
Employee 129,927 251,386 141,525 116,808 64,719 132,658 837,023
Employer 80,336 29,426 17,953 15,193 8,830 18,275 170,013
Loans receivable 534,905 1,146,076 750,767 610,632 566,886 2,317,629 5,926,895
------------ ------------ ----------- ----------- ----------- ----------- ------------
Total assets 190,511,081 42,422,417 26,467,446 21,935,650 13,615,591 38,490,849 333,443,034
------------ ------------ ----------- ----------- ----------- ----------- ------------
Liabilities:
Transfers due to (from) other funds 11,498 (1,003,738) 190,834 98,758 265,588 437,060 0
Other liabilities 63,624 1,568 65,192
------------ ------------ ----------- ----------- ----------- ----------- ------------
Total liabilities 75,122 (1,003,738) 190,834 98,758 265,588 438,628 65,192
------------ ------------ ----------- ----------- ----------- ----------- ------------
Net assets available for plan
benefits $190,435,959 $ 43,426,155 $26,276,612 $21,836,892 $13,350,003 $38,052,221 $333,377,842
============ ============ =========== =========== =========== =========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
PAGE 3
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
UE COMMON AGGRESSIVE CONSERVATIVE STABLE
STOCK EQUITY EQUITY BALANCED BOND INTEREST INCOME
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Boatmen's Employee Benefit
Short-Term Fund $ 91,767 $ 72 $ 54 $ 48 $ 27 $ 3,675,702 $ 3,767,670
Union Electric Common Stock 10,798,847 10,798,847
Mutual and Collective Fund
Investments 14,794,814 12,259,458 10,164,726 6,683,299 3,235,837 47,138,134
Insurance Company Contracts 13,694,144 13,694,144
Dividends and interest receivable 158,876 152 114 101 57 11,995 171,295
Contributions receivable:
Employee 29,479 66,039 53,056 44,043 26,990 66,016 285,623
Employer 57,370 11,111 8,941 7,492 4,621 10,995 100,530
Loans receivable 188,154 596,702 400,355 375,760 262,512 992,071 2,815,554
----------- ----------- ------------ ----------- ---------- ----------- -----------
Total assets 11,324,493 15,468,890 12,721,978 10,592,170 6,977,506 21,686,760 78,771,797
----------- ----------- ------------ ----------- ---------- ----------- -----------
Liabilities:
Transfers due to (from) other funds 121,722 (397,713) (94,714) (119,425) (29,114) 519,244 0
Other liabilities 194,182 12,716 17,094 9,577 181 53,612 287,362
----------- ----------- ----------- ----------- ---------- ----------- -----------
Total liabilities 315,904 (384,997) (77,620) (109,848) (28,933) 572,856 287,362
----------- ----------- ----------- ----------- ---------- ----------- -----------
Net assets available for plan benefits $11,008,589 $15,853,887 $12,799,598 $10,702,018 $7,006,439 $21,113,904 $78,484,435
=========== =========== =========== =========== ========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
PAGE 4
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
STABLE
UE COMMON AGGRESSIVE CONSERVATIVE INTEREST
STOCK EQUITY EQUITY BALANCED BOND INCOME
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Source of assets:
Contributions:
Employee $ 2,683,244 $ 4,922,873 $ 3,078,232 $ 2,518,440 $ 1,442,382 $ 3,448,147 $ 18,093,318
Employer 1,818,184 568,967 384,951 316,534 187,679 417,653 3,693,968
Transfers from contract plan 28 3,060 3,097 80 878 2,931,906 2,939,049
------------ ----------- ---------- ----------- ----------- ----------- ------------
4,501,456 5,494,900 3,466,280 2,835,054 1,630,939 6,797,706 24,726,335
------------ ----------- ---------- ----------- ----------- ----------- ------------
Investment income:
Interest 8,526 2,727 2,012 1,758 1,093 220,266 236,382
Dividends 8,648,782 1,803,874 1,761,442 1,371,103 870,616 1,424,448 15,880,265
Unrealized
appreciation/(depreciation)
of investments 78,045,895 8,381,689 1,369,814 1,321,550 488,461 (171,297) 89,436,112
Net realized gain 7,696,490 257,025 108,150 139,468 72,139 927,658 9,200,930
------------ ----------- ---------- ----------- ----------- ----------- ------------
94,399,693 10,445,315 3,241,418 2,833,879 1,432,309 2,401,075 114,753,689
------------ ----------- ---------- ----------- ----------- ----------- ------------
Loan interest payments 46,500 102,999 62,934 52,107 33,594 66,454 364,588
------------ ----------- ---------- ----------- ----------- ----------- ------------
Total sources 98,947,649 16,043,214 6,770,632 5,721,040 3,096,842 9,265,235 139,844,612
------------ ----------- ---------- ----------- ----------- ----------- ------------
Application of assets:
Distributions 16,715,924 530,918 650,424 508,516 379,856 1,644,971 20,430,609
Withdrawals 6,692 5,494 19,764 4,083 2,064 10,191 48,288
Administrative expenses 13,464 13,252 9,647 7,954 5,210 71,199 120,726
Net loan activity with
participants 152,429 253,165 106,356 102,316 90,337 365,632 1,070,235
Interfund transfers (639,811) (4,378,970) (258,061) (340,045) 1,050,913 4,565,974 0
------------ ----------- ---------- ----------- ----------- ----------- ------------
Total applications 16,248,698 (3,576,141) 528,130 282,824 1,528,380 6,657,967 21,669,858
------------ ----------- ---------- ----------- ----------- ----------- ------------
Increase in net assets available
for plan benefits 82,698,951 19,619,355 6,242,502 5,438,216 1,568,462 2,607,268 118,174,754
Transfer from Savings Investment
Plan for Contract Employees 7,607,676 7,952,913 7,234,512 5,696,658 4,775,102 14,331,049 47,597,910
Transfer from Employee Stock
Ownership Plan 89,120,743 89,120,743
Balance at beginning of year 11,008,589 15,853,887 12,799,598 10,702,018 7,006,439 21,113,904 78,484,435
------------ ----------- ---------- ----------- ----------- ----------- ------------
Balance at end of year $190,435,959 $43,426,155 $26,276,612 $21,836,892 $13,350,003 $38,052,221 $333,377,842
============ =========== =========== =========== =========== =========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
PAGE 5
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
STABLE
UE COMMON AGGRESSIVE CONSERVATIVE INTEREST
STOCK EQUITY EQUITY BALANCED BOND INCOME
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Source of assets:
Contributions:
Employee $ 962,799 $ 1,763,015 $ 1,378,476 $ 1,183,450 $ 812,271 $ 1,915,365 $ 8,015,376
Employer 1,257,332 247,538 204,363 168,976 105,349 288,898 2,272,456
Transfers from contract plan 175 41,852 30,222 30,961 27,181 111,279 241,670
----------- ----------- ----------- ----------- ---------- ----------- -----------
2,220,306 2,052,405 1,613,061 1,383,387 944,801 2,315,542 10,529,502
----------- ----------- ----------- ----------- ---------- ----------- -----------
Investment income:
Interest 161,748 828 647 538 331 948,618 1,112,710
Dividends 409,772 610,262 847,397 532,608 511,166 67,761 2,978,966
Unrealized appreciation/(depreciation)
of investments (207,215) 2,010,034 342,871 128,530 22,862 (278,187) 2,018,895
Net realized gain 92,168 128,073 25,588 43,630 12,389 617,296 919,144
----------- ----------- ----------- ----------- ---------- ----------- -----------
456,473 2,749,197 1,216,503 705,306 546,748 1,355,488 7,029,715
----------- ----------- ----------- ----------- ---------- ----------- -----------
Loan interest payments 23,327 54,911 34,265 28,964 19,468 48,789 209,724
----------- ----------- ----------- ----------- ---------- ----------- -----------
Total sources 2,700,106 4,856,513 2,863,829 2,117,657 1,511,017 3,719,819 17,768,941
----------- ----------- ----------- ----------- ---------- ----------- -----------
Application of assets:
Distributions 285,734 341,698 414,571 337,106 237,825 1,524,336 3,141,270
Withdrawals 41,323 720 758 81,375 45,350 169,526
Administrative expenses 5,003 6,620 6,084 5,011 3,340 48,299 74,357
Net loan activity with participants 100,368 211,059 117,210 152,820 99,977 216,795 898,229
Interfund transfers (492,931) (791,871) (375,753) (765,093) (288,876) 2,714,524 0
----------- ----------- ----------- ----------- ---------- ----------- -----------
Total applications (60,503) (232,494) 162,832 (269,398) 133,641 4,549,304 4,283,382
----------- ----------- ----------- ----------- ---------- ----------- -----------
Increase/(decrease) in net assets
available for plan benefits 2,760,609 5,089,007 2,700,997 2,387,055 1,377,376 (829,485) 13,485,559
Balance at beginning of year 8,247,980 10,764,880 10,098,601 8,314,963 5,629,063 21,943,389 64,998,876
----------- ----------- ----------- ----------- ---------- ----------- -----------
Balance at end of year $11,008,589 $15,853,887 $12,799,598 $10,702,018 $7,006,439 $21,113,904 $78,484,435
=========== =========== =========== =========== ========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 6
- - - --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The following is a brief summary of the various provisions of the Union
Electric Company (the Company) Savings Investment Plan (the Plan).
Participants should refer to the Plan document for more complete
information.
On July 1, 1984 the Savings Investment Plan for Management Employees was
established, and on January 1, 1985 the Savings Investment Plan for Contract
Employees was established. As more fully discussed in Note 4, on April 1,
1993 the Company's Savings Investment Plan for Contract Employees and
Employee Stock Ownership Plan were merged into the Company's Savings
Investment Plan for Management Employees. The merged plan was renamed the
Union Electric Company Savings Investment Plan. The Plan's purpose is to
provide management and contract employees of the Company to defer a portion
of their annual base compensation for Federal income tax purposes in
accordance with Section 401(k) of the Internal Revenue Code (the Code). The
Plan is subject to certain provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) as amended and to certain provisions of the
Securities Exchange Commission.
The Company serves as sponsor of the Plan, and as such has the authority to
amend or terminate the Plan subject to certain restrictions. The Board of
Directors of the Company has the authority and responsibility for the
general administration of the Plan. Boatmen's Trust Company, as Trustee,
has the authority and responsibility to hold and protect the assets of the
Plan in accordance with Plan provisions and the separate Trust Agreement.
PARTICIPATION/CONTRIBUTIONS
The Plan covers substantially all employees of Union Electric Company who
have completed one year of service and who are at least 21 years of age.
Each person who becomes an eligible employee may become a participant in the
Plan as of the first enrollment date (January 1 or July 1) after becoming an
eligible employee. The total number of active participants in the Plan at
December 31, 1993 was approximately 6,968. Participation by eligible
employees is voluntary. Participants may contribute to the Plan an amount
from 2% to 15% of their base compensation through payroll deductions (basic
contributions). For management employees, the Company makes a matching
contribution equal to $.25 for each $1.00 up to the first 5% of each
participant's contribution (basic matching contribution). Additionally, the
Company will contribute an additional $.25 for each $1.00 up to the first 5%
of a participant's contribution (additional matching contribution) to be
invested entirely in the Union Electric Common Stock Fund. For contract
employees, Company contributions are made based on specific agreements
between the Company and the individual collective bargaining units. All
Company contributions will be made to the extent sufficient earnings are
available.
The following six investment funds are maintained by the Trustee: the Union
Electric Common Stock Fund, the Aggressive Equity Fund, the Conservative
Equity Fund, the Balanced Fund, the Bond Fund (formerly the Fixed Income
Fund) and the Stable Interest
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 7
- - - --------------------------------------------------------------------------------
Income Fund (formerly the GIC/Money Market Fund). Participants direct their
basic contributions and the Company's basic matching contributions by
electing that such contributions be placed in a single investment fund or
allocated in multiples of 10% to any combination of investment funds. Such
fund allocation elections may be changed monthly. Earnings derived from the
assets of any investment fund are reinvested in the fund to which they
relate. Participants may elect monthly to reallocate all or any multiple of
10% of the value of their accounts among funds. Pending investment of the
assets into any investment fund, the Trustee may temporarily make certain
short-term investments.
VESTING
Participants' contributions vest immediately and Company contributions vest
upon the completion of five years of Company service by the participant
(including service prior to the effective date of the Plan). Company
contributions also vest upon retirement, total and permanent disability,
death, termination of the Plan or complete discontinuance of Company
contributions. The amount of the Company's contribution that is not vested
with respect to any participant is forfeited upon termination of employment,
but will be restored if the participant becomes an eligible employee prior
to incurring five consecutive one-year breaks in service following
termination and repayment of all amounts distributed is made by the
participant within five years of re-employment.
DISTRIBUTIONS
If a participant's employment with the Company is terminated due to death,
permanent disability or retirement pursuant to terms of the Company
retirement plan, Company contributions will become vested regardless of
years of service. The total vested amount of a participant's account shall
be distributed to the participant according to one of the options as
described in the Plan and as elected by the participant. A participant
whose account balance is $3,500 or greater may defer the distribution until
age 65, or if retired, 5 years from retirement, whichever is later, but not
beyond April 1 of the year following the participant's attaining age 70-1/2.
If the balance of the account is less than $3,500, the distribution shall be
made no later than 120 days after close of the plan year. All distributions
shall be in the form of cash and whole shares of Union Electric Company
common stock, if applicable. Participants may withdraw certain basic
contributions and related earnings thereon upon reaching age 59-1/2, in the
event of total disability or in the event of a financial hardship as defined
by the Plan or the Code. The Plan also permits participants to borrow from
their 401(k) Accounts within the Plan. Such borrowings may be made subject
to the following: (1) the minimum amount of the loan is $1,000, (2) the
amount of the loan may not exceed the lesser of $50,000 or fifty percent of
the vested amount in the participant's account, (3) the loan will bear a
fixed interest rate and repayments will be made through mutual agreement
subject to certain statutory repayment time limits, (4) the fixed interest
rate will be equal to the "corporate base rate of interest" as announced by
the Trustee plus 1% and (5) such other rules and regulations as may be
adopted by the Company. For purposes of distributions, the participant's
account value will be determined as of the last business day of the calendar
month coincident with or immediately preceding the day of distribution.
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 8
- - - --------------------------------------------------------------------------------
Contributions to the Plan and investment income thereon are taxable to
participants upon distribution pursuant to the rules provided for under the
Plan and the Code.
The Plan also provides, to participants of the former Company Employee Stock
Ownership Plan and at the discretion of the Company, for distribution prior
to termination of employment of (a) all or a portion of a participant's
account balance acquired at least 84 months prior to a distribution and (b)
any portion of a participant's account balance acquired by dividends or
other income.
PLAN TERMINATION
It is the intention of the Company to continue the Plan indefinitely.
However, the Company may at any time and for any reason, subject to ERISA
and Internal Revenue Service regulations, suspend or terminate the Plan
provided that such action does not retroactively adversely affect the rights
of any participant under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Union Electric Company Savings
Investment Plan are prepared on the accrual basis of accounting, except as
noted below for benefit payment obligations.
INVESTMENTS
Investments, except guaranteed investment contracts, are stated at current
market value based on the latest quoted market price at December 31, 1993,
or at fair value as determined by the Trustee. Guaranteed investment
contracts are valued at cost plus income earned and accrued.
Individual investments that represent 5% or more of the Plan's net assets
available for plan benefits at December 31, 1993 and 1992, include the
following:
<TABLE>
<CAPTION>
DECEMBER 31, 1993 DECEMBER 31, 1992
----------------------- --------------------
UNITS FAIR VALUE UNITS FAIR VALUE
<S> <C> <C> <C> <C>
Acorn Fund 2,938,731 $ 40,995,302 267,489 $14,794,814
Putnam Income Fund 957,493 6,683,299
Putnam Fund for Growth
and Income 1,879,195 25,557,052 954,786 12,259,458
Vanguard Asset
Allocation Fund 1,466,636 21,192,896 745,214 10,164,726
Union Electric
Common Stock 4,833,093 189,698,914 288,932 10,798,847
</TABLE>
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 9
- - - --------------------------------------------------------------------------------
The attached Schedules I and II summarize the costs and fair values of Plan
investments at December 31, 1993 and 1992, and the net realized gains on
sales of Plan investments for the years ended December 31, 1993 and 1992.
Transactions with parties-in-interest for the year ended December 31, 1993
are separately identified on Schedule III. Transactions involving an amount
in excess of 5% of the current value of Plan assets available for the
benefits at the beginning of the Plan year (reportable transactions) are
separately identified on Schedule IV.
INCOME
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Gains and losses on security transactions are recorded as realized. In
accordance with the policy of stating investments at current value, net
unrealized appreciation or depreciation for the year is reflected in the
statement of changes in net assets available for plan benefits.
EXPENSES
Trustee fees incurred in administering the Plan are charged to the Plan.
BENEFIT PAYMENT OBLIGATIONS
Benefit payments to participants are recorded when paid. Benefit payments
approved but not yet paid as of December 31, 1993 are $2,036,700. Of this
amount, $1,662,000 relates to the value of 42,293 shares of Union Electric
common stock.
DISTRIBUTIONS
The cost of Union Electric Company common stock distributed to participants
is determined on a weighted average basis. For the year ended December 31,
1993, 411,622 shares of Union Electric Company common stock whose cost and
market values totalled $9,275,950 and $16,760,829 at dates of distribution,
respectively, were distributed to participants of the Union Electric Common
Stock Fund.
3. FEDERAL INCOME TAX STATUS
A favorable determination letter with respect to the qualified tax status of
the Plan has been obtained from the District Director of the Internal
Revenue Service.
4. PLAN MERGER
On October 9, 1992, the Board of Directors of the Company voted to merge the
Union Electric Company Savings Investment Plan for Management Employees,
Union Electric Company Savings Investment Plan for Contract Employees, and
Union Electric Company Employee Stock Ownership Plan. As a result, on April
1, 1993, the net assets of the Union Electric Company Savings Investment
Plan for Contract Employees and Union Electric Company Employee Stock
Ownership Plan were merged into the Union Electric
<PAGE>
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 10
- - - --------------------------------------------------------------------------------
Company Savings Investment Plan for Management Employees in accordance with
Plan provisions. The merged plan was renamed the Union Electric Company
Savings Investment Plan. Shares of stock held by participants of the former
Company Employee Stock Ownership Plan are maintained in the Union Electric
Common Stock Fund of the Plan. The Plan merger did not retroactively or
adversely affect the rights of any participant or beneficiary under the
Plan.
<PAGE>
UNION ELECTRIC COMPANY SCHEDULE I
SAVINGS INVESTMENT PLAN
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1993 DECEMBER 31, 1992
NUMBER OF NUMBER OF
DESCRIPTION OF INVESTMENT SHARES/UNITS COST FAIR VALUE SHARES/UNITS COST FAIR/VALUE
<S> <C> <C> <C> <C> <C> <C>
Acorn Fund 2,938,731 $ 29,470,217 $ 40,995,302 267,489 $11,651,418 $14,794,814
Collective Investment G-II Fund 17,532 1,757,813 2,552,534 22,642 2,270,819 3,235,837
Putnam Income Fund 1,797,102 12,291,554 12,975,077 957,493 6,488,237 6,683,299
Putnam Fund for Growth
and Income 1,879,195 23,614,739 25,557,052 954,786 11,686,959 12,259,458
Vanguard Asset Allocation Fund 1,466,636 18,919,036 21,192,896 745,214 9,212,416 10,164,726
------------ ------------ ----------- -----------
86,053,359 103,272,861 41,309,849 47,138,134
Canada Life Assurance GIC 4,397,764 4,397,764 4,397,764 2,338,700 2,338,700 2,338,700
Commonwealth Life Insurance GIC 3,599,039 3,599,039 3,599,039 2,087,604 2,087,604 2,087,604
Life of Virginia GIC 2,862,493 2,862,493 2,862,493 3,141,664 3,141,664 3,141,664
Lincoln National GIC 2,864,771 2,864,771 2,864,771 1,900,000 1,900,000 1,900,000
Protective Life Insurance GIC 6,129,214 6,129,214 6,129,214 2,872,470 2,872,470 2,872,470
Business Men's Assurance GIC 4,706,805 4,706,805 4,706,805
Sun Life Insurance GIC 2,537,683 2,537,683 2,537,683
Provident National Assurance GIC 741,073 741,073 741,073
Reliance Standard Life GIC 612,633 612,633 612,633
------------ ------------ ----------- -----------
27,097,769 27,097,769 13,694,144 13,694,144
Boatmen's Employee Benefit
Short-Term Fund* 6,419,488 6,419,488 6,419,488 3,767,672 3,767,672 3,767,670
Union Electric Common Stock, $5 par* 4,833,093 109,994,651 189,698,914 288,932 9,140,478 10,798,847
------------ ------------ ----------- -----------
$229,565,267 $326,489,032 $67,912,143 $75,398,795
============ ============ =========== ===========
</TABLE>
* Represents a Plan party-in-interest
<PAGE>
UNION ELECTRIC COMPANY SCHEDULE II
SAVINGS INVESTMENT PLAN
SCHEDULE OF REALIZED GAINS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
- - - ---------------------------------------------------------------------------------------------------------------
1993 1992
------------------------------------ -------------------------------------
NET REALIZED NET REALIZED
DESCRIPTION OF INVESTMENT COST PROCEEDS GAIN (LOSS) COST PROCEEDS GAIN (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Union Electric Company Common
Stock $ 447,971 $ 659,582 $ 211,611 $ 515,838 $ 608,006 $ 92,168
Collective Investment G-II Fund 1,789,742 2,717,400 927,658 1,237,800 1,855,096 617,296
Acorn Fund 676,088 933,113 257,025 765,604 893,677 128,073
Putnam Fund for Growth and
Income 1,122,342 1,230,492 108,150 509,157 534,745 25,588
Putnam Income Fund 1,103,297 1,175,436 72,139 485,148 497,537 12,389
Vanguard Asset Allocation Fund 793,173 932,641 139,468 476,822 520,452 43,630
---------- ---------- ---------- ---------- ---------- --------
$5,932,613 $7,648,664 $1,716,051 $3,990,369 $4,909,513 $919,144
========== ========== ========== ========== ========== ========
</TABLE>
<PAGE>
UNION ELECTRIC COMPANY SCHEDULE III
SAVINGS INVESTMENT PLAN
SCHEDULE OF TRANSACTIONS WITH PARTIES-IN-INTEREST
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- - - --------------------------------------------------------------------------------------------------------------------
CURRENT VALUE
NET GAIN
IDENTITY OF RELATIONSHIP DESCRIPTION OF PURCHASE SELLING COST OF ON
PARTY INVOLVED TO PLAN TRANSACTIONS PRICE PRICE ASSET TRANSACTION
<S> <C> <C> <C> <C> <C> <C>
Union Electric Plan Sponsor Union Electric Company $14,044,112
Company common stock, $5 par
value (transaction
represents the aggregate
of 73 purchases)
Union Electric Plan Sponsor Union Electric Company $ 659,582 $ 495,936 $163,646
Company common stock, $5 par
value (transaction
represents the aggregate
of 45 sales)
Boatmen's Trust Plan Trustee Boatmen's Employee Benefit $41,962,053
Company Short-Term Fund (transaction
represents the aggregate
of 395 purchases)
Boatmen's Trust Plan Trustee Boatmen's Employee Benefit $38,975,413 $38,975,413 -
Company Short-Term Fund (transaction
represents the aggregate of
287 sales)
</TABLE>
<PAGE>
UNION ELECTRIC COMPANY SCHEDULE IV
SAVINGS INVESTMENT PLAN
SCHEDULE OF TRANSACTIONS INVOLVING AN AMOUNT IN
EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
(REPORTABLE TRANSACTIONS)
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------------------------------
NET
NUMBER OF NUMBER OF DOLLAR VALUE DOLLAR VALUE GAIN ON
DESCRIPTION OF INVESTMENT PURCHASES SALES OF PURCHASES OF SALES TRANSACTION
<S> <C> <C> <C> <C> <C>
Boatmen's Employee Benefit
Short-Term Fund 395 287 $41,962,053 $38,975,413 $ -
Union Electric Company
Common Stock 73 45 14,044,112 659,582 163,646
Acorn Fund 69 40 10,838,255 933,113 148,367
Centerland Short-Term
Diversified Asset Portfolio 11 11 3,648,002 3,648,002 -
Putnam Fund for Growth
and Income 66 46 5,901,861 1,072,632 81,251
Vanguard Asset Allocation
Fund 68 44 4,935,740 932,641 89,933
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
UNION ELECTRIC COMPANY
(Administrator)
By /s/ H. W. Loeh
-----------------------------
H. W. Loeh
Vice President
June 28, 1994
EXHIBIT INDEX
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
- - - ----------- -----------------------------------------
23 Consent of Independent Accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-60330) of Union Electric Company of our report on
the Union Electric Company Savings Investment Plan for the year ended December
31, 1993, dated June 7, 1994 which is incorporated by reference in this Form
11-K.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
June 24, 1994
