<PAGE>
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
UNION ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
State of Missouri 43-0559760
(State or other jurisdiction of incorporation (I.R.S. Employer
Identification No.)
or organization)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(314) 621-3222
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DONALD E. BRANDT, Senior Vice President
JAMES C. THOMPSON, Secretary
UNION ELECTRIC COMPANY
1901 Chouteau Avenue, St. Louis, Missouri 63103
(314) 621-3222
(Names, address, including zip code, and telephone number,
including area code, of agents for service)
--------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of the Registration Statement, as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
--------------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of each class of to be price offering registration
securities to be registered registered per unit(1)(2) price(1) fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Stock.............. 944,375 shares $100 $94,437,500 $32,565
===========================================================================================
</TABLE>
(1) Estimated solely for purpose of calculating the registration fee.
(2) Stated value of the Preferred Stock will be determined at the time of
issuance, and may vary from $100, but the aggregate amount of Preferred
Stock offered will in no event exceed $100,000,000.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus filed as part of this registration statement will be used as a
combined prospectus in connection with this registration statement and
registration statement No. 33-55346. $5,562,500 aggregate stated value of
Preferred Stock remains registered and unsold under registration statement No.
33-55346.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION - DATED MARCH , 1994
P R O S P E C T U S
- -------------------
UNION ELECTRIC COMPANY
CUMULATIVE PREFERRED STOCK
Union Electric Company (the "Company") intends to offer from time to
time, in one or more transactions, up to $100 million aggregate stated value of
its Cumulative Preferred Stock, without par value, (the "New Preferred Stock")
in one or more series at prices and on terms to be determined at the time or
times of sale. The series designation, number of shares in each series, stated
value, rate and time of payment of dividends, initial public offering price,
redemption provisions, if any, and other specific terms of each series of New
Preferred Stock in respect of which this Prospectus is being delivered (the
"Offered Securities") will be set forth in an accompanying prospectus supplement
or supplements (the "Prospectus Supplement").
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The Company intends to sell the New Preferred Stock through
underwriters, dealers, agents or directly to a limited number of purchasers.
The names of, and the principal amounts to be purchased by or through,
underwriters, dealers or agents, if any, the compensation of such persons and
other special terms in connection with the offering and sale of such Offered
Securities will be set forth in the Prospectus Supplement. See "Plan of
Distribution" herein.
--------------------------
The date of this Prospectus is , 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Information as of particular dates concerning directors and
officers, their remuneration, the principal holders of securities of the Company
and any material interest of such persons in transactions with the Company is
disclosed in reports of the Company filed with the Commission. Such reports and
other information can be inspected and copied at the offices of the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; 500
West Madison Street, Suite 1400, Chicago, Illinois; or in the Public Reference
Room, 13th Floor, 7 World Trade Center, New York, New York. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material can also be inspected and copied at the
office of the New York Stock Exchange, 20 Broad Street, New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act (File No. 1-2967), are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 10-K/A filed May 5, 1993 (the "Form 10-K Annual
Report"); and
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993, and September 30, 1993 (the "Form 10-Q
Reports").
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference and to be a part hereof from the
date of filing of such documents; provided that all documents so filed in each
year during which the offering made by this Prospectus is in effect shall not be
incorporated herein by reference or be a part hereof from and after the date of
filing of the Company's Annual Report on Form 10-K for such year.
Any statement contained in a document incorporated herein by reference shall
be deemed to be modified or superseded for all purposes to the extent that a
statement contained herein or in any other subsequently filed document that is
also incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to whom
this Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by reference, other
than certain exhibits to such documents. Requests for such copies should be
directed to Mr. James C. Thompson, Secretary, Union Electric Company, P.O. Box
149, St. Louis, Missouri 63166, or telephone (314) 621-3222.
--------------------------
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has been no change in
the affairs of the Company since the date hereof.
--------------------------
2
<PAGE>
THE COMPANY
The Company, incorporated in Missouri in 1922, is successor to a number of
companies, the oldest of which was organized in 1881. It is the largest
electric utility in the State of Missouri and supplies electric service in
territories in Missouri and Illinois having an estimated population of 2,600,000
within an area of approximately 24,500 square miles, including the greater St.
Louis Area. Natural gas purchased from non-affiliated pipeline companies is
distributed in 90 Missouri communities and in the City of Alton, Illinois and
vicinity. The Company's principal office is at 1901 Chouteau Avenue, St. Louis,
Missouri 63103 and its telephone number is (314) 621-3222.
USE OF PROCEEDS
As more specifically set forth in the applicable Prospectus Supplement, the
Company proposes to apply the proceeds from the sale of the New Preferred Stock
to redeem all or a portion of one or more outstanding series of preferred stock
or to reimburse the Company's treasury for expenditures made for such purposes,
or to repay all or a portion of short-term borrowings outstanding incurred to
fund the Company's construction program or for working capital.
RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
3.11 3.19 3.72 4.02 4.01
Earnings used in computing the Ratio of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements consist of net income plus fixed charges (interest
on debt, related amortization, and the interest factor applicable to rentals)
and income taxes. "Preferred Stock Dividend Requirements" represent the
dividend requirement on the outstanding Preferred Stock of the Company adjusted
to a pre-tax basis.
DESCRIPTION OF NEW PREFERRED STOCK
The following summaries of certain provisions affecting the capital stock
contained in the Articles of Incorporation, as amended, and in other documents
referred to below, all of which are filed as exhibits to the Registration
Statement and to which reference is hereby made, do not purport to be complete
and are qualified in their entirety by such reference.
GENERAL. The authorized capital stock of the Company consists of 150,000,000
shares of Common Stock with the par value of $5 per share ("Common Stock"),
25,000,000 shares of Preferred Stock without par value ("Preferred Stock") and
7,500,000 shares of Preference Stock with the par value of $1 per share
("Preference Stock"). As of December 31, 1993, no shares of Preference Stock
were outstanding and 3,435,116 shares of Preferred Stock were outstanding in 14
separate series.
DIVIDENDS. Before any dividends on the Common Stock shall be paid or declared
or set apart for payment, the Preferred Stock is entitled to cumulative cash
dividends when and as declared out of funds legally available therefor, at the
dividend rate fixed for the particular series as expressed in the respective
designations thereof, payable quarterly on the fifteenth of February, May,
August, and November in each year.
3
<PAGE>
Dividends on the Common Stock may be declared and paid at the discretion of
the Board of Directors, provided all dividends for past periods and the dividend
for the current quarter on the outstanding Preferred Stock and Preference Stock
have been paid or provided for, and provided that any sinking fund obligations
on the outstanding Preferred Stock and Preference Stock have been met. Subject
to a limitation imposed by orders of the Securities and Exchange Commission
permitting the issuance of certain outstanding series of the Company's Preferred
Stock, the amount of dividends payable on the Common Stock (other than dividends
payable in Common Stock) is restricted to 50% of net income applicable to the
Common Stock if the ratio of Common Stock plus surplus to total capital
(including funded debt) is less than 20% and to 75% of such net income if such
ratio is 20% or more but less than 25%. At December 31, 1993, such ratio was
52.7%.
REDEMPTION PROVISIONS. Any redemption provisions applicable to a particular
series of New Preferred Stock will be described in the applicable Prospectus
Supplement. Generally, the Company's Preferred Stock is redeemable at the
option of the Board of Directors, in whole or in part (by lot or in such other
impartial manner as the Board of Directors may determine), on not less than 30
days' and not more than 60 days' prior notice, at the amount per share fixed by
the Board of Directors for each series, plus an amount equal to accrued and
unpaid dividends.
VOTING RIGHTS. Each stockholder has one vote for each share of Common Stock,
Preference Stock, and Preferred Stock, held by him; provided that whenever four
quarterly dividends on the Preferred Stock and Preference Stock shall be in
default, in whole or in part, and during the continuance of such default, the
Common Stock, as a class, shall be entitled to elect the same number of
directors as was authorized by the Articles of Incorporation immediately prior
to such default, and the Preferred Stock, as a class, and the Preference Stock,
as a class, shall each be entitled to elect two additional directors; and
provided further, that whenever four quarterly dividends on the Preference Stock
only shall be in default, in whole or in part, and during the continuance of
such default, the Common Stock and the Preferred Stock, voting together as a
single class, shall be entitled to elect the same number of directors as was
authorized by the Articles of Incorporation immediately prior to such default,
and the Preference Stock, as a class, shall be entitled to elect two additional
directors. Each stockholder is entitled to cumulative voting at all elections
of directors, such right, in case of class voting during a default, being
applicable to the number of directors to be elected by the particular class.
No amendment to the Articles of Incorporation which would change the
provisions thereof relating to cumulative voting, quorum requirements or
preemptive rights, in any manner substantially prejudicial to the holders of any
class of stock shall be made without the consent of at least two-thirds of all
of the capital stock.
No amendment to the Articles of Incorporation creating or increasing shares of
Preferred Stock or Preference Stock shall be made without the consent of a
majority of the Common Stock.
No amendment to the Articles of Incorporation which would change the express
terms of the Preferred Stock in any manner substantially prejudicial to the
holders thereof, shall be made, except as referred to below and except for any
change in the number of the Board of Directors, without the consent of at least
three-fourths of the Preferred Stock.
The Company shall not, without the consent of at least two-thirds of the
Preferred Stock (1) sell any shares of Preferred Stock or any senior or parity
stock, unless net earnings for a period of twelve consecutive calendar months
within the fifteen calendar months immediately preceding such action are at
least two and one-half times the annual dividend requirements on the Preferred
Stock and senior or parity stock to be outstanding immediately after such
action; (2) create any class of senior stock; (3) increase the authorized number
of shares of Preferred Stock; (4) reclassify outstanding shares of junior stock
into shares of parity or senior stock; (5) make any distribution out of capital
or capital surplus (other than
4
<PAGE>
dividends payable in junior stock) to holders of junior stock; or (6) issue any
shares of Preferred Stock or parity or senior stock, if the stated capital to be
represented by the Preferred Stock and such other stock outstanding immediately
after such issue would exceed the stated capital to be represented by shares of
junior stock, increased by the amount of any capital surplus or reduced by the
amount of any deficit.
In addition to the above voting requirements contained in the Company's
Articles of Incorporation, under Missouri law holders of the Preferred Stock
have the right to vote as a class on any amendment to the Company's Articles of
Incorporation that would adversely affect such stock's rights, privileges and
preferences.
LIQUIDATION RIGHTS. Before any distribution may be made to the holders of the
Common Stock and the Preference Stock, in the event of any voluntary liquidation
the holders of the Preferred Stock shall be entitled to be paid in cash the
amount per share fixed by the Board of Directors for each series. In the case
of the New Preferred Stock, the voluntary liquidation price is the same as the
applicable redemption price fixed by the Board of Directors or, in respect of
any period when no redemption price is so fixed, the stated value per share. In
the event of any involuntary liquidation the holders of the outstanding
Preferred Stock shall be entitled to be paid in cash the amount per share fixed
for the respective series, and the holders of the New Preferred Stock shall be
entitled to be paid in cash the stated value thereof, plus, in each case, an
amount equal to accrued and unpaid dividends.
CONVERSION PROVISIONS. The outstanding Series of Preferred Stock have no
conversion rights. The Board of Directors may fix the terms and conditions upon
which shares of a particular series of authorized but unissued Preferred Stock
shall be convertible into, or exchangeable for, shares of any other class or
classes of capital stock, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment thereof, if any. If
applicable, conversion rights on the New Preferred Stock will be described in a
Prospectus Supplement.
OTHER PROVISIONS. The Preferred Stock has no preemptive rights. The New
Preferred Stock, when issued, will be validly issued, fully paid and non-
assessable. The Articles of Incorporation authorize the Company to purchase its
capital stock and contain no restriction on the purchase of its Preferred Stock
when dividends are in arrears.
TRANSFER AGENTS AND REGISTRARS. The Company serves as transfer agent and
registrar for its Preferred Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Form 10-K Annual Report, have been so incorporated in reliance on the report of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
The statements as to matters of law and legal conclusions included in the
Company's Form 10-K Annual Report and the Form 10-Q Reports incorporated by
reference in this Prospectus, and such statements included in this Prospectus
have been prepared under the supervision of, and reviewed by, William E. Jaudes,
Vice President and General Counsel of the Company and such statements are made
and incorporated or included herein in reliance on the authority of Mr. Jaudes
as an expert. Mr. Jaudes is a full-time employee of the Company, and at
December 31, 1993, owned 4,384 shares of the Company's Common Stock.
5
<PAGE>
LEGAL OPINIONS
The legality of the New Preferred Stock will be passed upon for the Company by
William E. Jaudes, Vice President and General Counsel of the Company. Certain
legal matters will be passed upon for any underwriters, dealers or agents by
Winthrop, Stimson, Putnam & Roberts, New York, New York.
PLAN OF DISTRIBUTION
The Company may sell the New Preferred Stock in any of three ways: (i)
through underwriters or dealers, (ii) directly to a limited number of purchasers
or to a single purchaser or (iii) through agents. The Prospectus Supplement
with respect to any series of Offered Securities will set forth the terms of the
offering thereof, including the name or names of any underwriters, the purchase
price of such Offered Securities and the net proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price of such Offered Securities, any
discounts or concessions allowed or reallowed or paid to dealers, and the names
of and exchanges on which the Offered Securities are proposed to be listed for
trading or, if no such listing is proposed, the extent, if any, to which
underwriters intend to make a market in such Offered Securities. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are used in the sale, the New Preferred Stock will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of the sale. The New
Preferred Stock may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more underwriting firms. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Securities will be named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover page of such Prospectus Supplement. Unless otherwise set forth in a
Prospectus Supplement, the obligations of the underwriters to purchase the
Offered Securities will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all such Offered Securities if any
are purchased.
If New Preferred Stock is sold through agents designated by the Company, the
applicable Prospectus Supplement will set forth the name of any agent involved
in the offer or sale of the Offered Securities and any commissions payable by
the Company to such agent. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or dealers to solicit offers by certain specified institutions to
purchase New Preferred Stock from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with the
Company to indemnification by the Company against certain civil liabilities,
including certain liabilities under the Securities Act of 1933, as amended, and
to contributions from the Company for payments that such agents and underwriters
may be required to make in respect thereof.
The place and time of delivery for the New Preferred Stock in respect of which
this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
6
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Filing fee for registration statement......... $ 32,565*
Fees charged by state regulatory commissions.. 3,000
Printing expenses............................. 30,000
Fees and expenses of Accountants.............. 30,000
"Blue Sky" fees and expenses.................. 10,000
Expenses related to listing................... 20,000
Rating agencies fees.......................... 60,000
Miscellaneous expenses........................ 14,435
--------
Total............................... $200,000
========
</TABLE>
- -----------------
* Actual. All other expenses are estimated.
Item 15. Indemnification of Directors and Officers.
The By-Laws of the Company provide that each person who now is or
hereafter becomes a director or officer shall be indemnified by the Company to
the maximum extent permitted by law against all judgments, expenses and
settlements incurred in connection with any direct or third party civil action
or any criminal claim against that person arising by reason of the fact that the
person is or was serving as a director or officer of the Company; subject,
however, to the statutory restriction that the Company cannot indemnify any
person if that person's conduct is adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. Partial indemnification, to the
extent permitted by law and public policy, is permitted in instances where full
indemnification is not permitted. And, where full indemnification is
prohibited, such person nevertheless shall have a right of contribution to the
extent permitted by law and public policy in situations where said party is held
jointly liable with the Company.
The aforesaid right to indemnification is not exclusive of any other
right to indemnification that such persons may be entitled under any contract or
agreement. The Company has contracted with each director to provide
indemnification to the maximum extent permitted by law and public policy for any
and all expenses (including judgments, fines, attorneys' fees and amounts paid
in settlement) incurred by said director in his capacity as a director.
Section 351.355 R.S.Mo. 1986 also provides for indemnification by a
corporation of each director and officer in connection with any civil or
criminal action unless said person's conduct is adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
Subject to certain exceptions, the directors and officers of the Company
are insured for loss up to $25,000,000 resulting from any claim or claims made
against them, including claims arising under the Securities Act of 1933 and
caused by any negligent act, any error, any omission or any breach of duty while
acting in their capacities as officers or directors, and the Company is
identically insured to the extent that it shall have indemnified the directors
and officers for such loss (subject to a deductible of $2,000,000 with respect
to each loss). The premiums for such insurance are paid by the Company.
II-1
<PAGE>
Item 16. Exhibits.
Exhibits Filed Herewith
The following exhibits are filed herewith and made a part hereof:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
1 - Form of Underwriting Agreement.
4 - Form of Certificate of Designation, Description, and Terms of
the New Preferred Stock.
5 - Opinion of William E. Jaudes, Vice President and General
Counsel of the Company, including consent.
12 - Statement re computation of ratio of earnings to fixed charges
and preferred stock dividend requirements.
23 - Consent of Independent Accountants.
24 - Powers of Attorney.
</TABLE>
Exhibits Incorporated By Reference
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 - Order of the Securities and Exchange Commission dated October
16, 1945 in File No. 70-1154 permitting the issue of Preferred
Stock, $3.70 Series. (Registration No. 2-27474, Exhibit 3-E.)
4.2 - Order of the Securities and Exchange Commission dated April
30, 1946 in File No. 70-1259 permitting the issue of Preferred
Stock, $3.50 Series. (Registration No. 2-27474, Exhibit 3-F.)
4.3 - Order of the Securities and Exchange Commission dated October
20, 1949 in File No. 70-2227 permitting the issue of Preferred
Stock, $4.00 Series. (Registration No. 2-27474, Exhibit 3-G.)
4.4 - Articles of Incorporation of the Company and all amendments
thereto filed with the Secretary of State of Missouri on or
prior to November 30, 1963. (Registration No. 2-24089, Exhibit
3-A-1.)
</TABLE>
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<PAGE>
4.5 - Certificates of Amendment to Articles of Incorporation
<TABLE>
Dated as of File Reference Exhibit No.
----------- -------------- -----------
<S> <C> <C>
June 1, 1966 2-58274 2.3
November 9, 1967 Form 8-K, November 1967 2
January 10, 1969 Form 8-K, January 1969 1
November 19, 1969 Form 8-K, November 1969 2
August 10, 1970 (2) 2-38212 2-G
April 22, 1971 Form 8-K, April 1971 3
December 14, 1972 Form 8-K, December 1972 3
April 1, 1974 (2) 2-52218 2.10
October 22, 1974 2-52218 2.10
November 21, 1974 2-52218 2.11
October 16, 1975 (3) 2-54869 2.3
October 6, 1977 Form 10-K, 1977 6.2
July 10, 1978 (2) 2-62348 2.3
April 11, 1979 2-64291 2.3-A
November 27, 1979 2-65874 2.2A
June 2, 1980 2-69821 3.3
June 18, 1980 2-69821 3.3
November 19, 1980 2-69821 3.4
June 17, 1981 Form 10-Q, June 30, 1981 4
November 19, 1981 2-75191 3.3
February 3, 1982 2-75191 3.4
May 4, 1982 2-75191 3.5
November 18, 1982 2-80394 3.3
May 6, 1983 Form 10-Q, March 31, 1983 3
June 13, 1983 Form 10-Q, June 30, 1983 3
November 28, 1983 Form 10-K, 1983 3.3
December 27, 1983(5) Form 10-K, 1983 3.4
December 30, 1983(3) Form 10-K, 1983 3.5
June 6, 1984 2-96198 3.3
July 13, 1984 2-96198 3.4
November 21, 1984 2-96198 3.5
June 3, 1985 Form 10-K, 1985 3.3
August 20, 1985 Form 10-K, 1985 3.4
November 20, 1985 Form 10-K, 1985 3.5
June 4, 1986 Form 10-K, 1986 3.3
August 19, 1986 Form 10-K, 1986 3.4
November 21, 1986 Form 10-K, 1986 3.5
February 19, 1987 Form 10-K, 1986 3.6
May 20, 1987 Form 10-K, 1987 3.3
May 20, 1987 Form 10-K, 1987 3.4
June 3, 1987 Form 10-K, 1987 3.5
August 18, 1987 Form 10-K, 1987 3.6
May 6, 1988 Form 10-K, 1988 3.3
June 6, 1988 Form 10-K, 1988 3.4
August 18, 1988 Form 10-K, 1988 3.5
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Dated as of File Reference Exhibit No.
- -------------------------- --------------- -----------
<S> <C> <C>
August 18, 1988 Form 10-K, 1988 3.6
- -------------------------- --------------- ---
February 17, 1989 Form 10-K, 1988 3.7
June 5, 1989 Form 10-K, 1989 3.3
August 24, 1989 Form 10-K, 1989 3.4
May 10, 1990 Form 10-K, 1990 3.3
June 5, 1990 Form 10-K, 1990 3.4
January 13, 1993 Form 10-K, 1992 3.3
</TABLE>
Note: Reports of the Company on Forms 8-K and 10-K are on file with the SEC
under file number 1-2967.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that (i) and (ii)
do not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
II-4
<PAGE>
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(6) That (1) for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule 424
(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective; and (2)
for the purpose of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, and State of Missouri, on the 4th day of
March, 1994.
Union Electric Company
(Registrant)
Charles W. Mueller
President and Chief
Executive Officer
By /s/ James C. Thompson
-------------------------------------
(James C. Thompson, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Charles W. Mueller
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
Donald E. Brandt
SENIOR VICE PRESIDENT
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
Sam B. Cook DIRECTOR
William E. Cornelius DIRECTOR
Thomas A. Hays DIRECTOR By /s/ James C. Thompson March 4, 1994
-------------------------------------
(James C. Thompson, Attorney-in-Fact)
Thomas H. Jacobsen DIRECTOR
Richard A. Liddy DIRECTOR
John Peters MacCarthy DIRECTOR
Paul L. Miller, Jr. DIRECTOR
Robert H. Quenon DIRECTOR
Harvey Saligman DIRECTOR
Janet McAfee Weakley DIRECTOR
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
1 - Form of Underwriting Agreement.
4 - Form of Certificate of Designation, Description,
and Terms of the New Preferred Stock.
5 - Opinion of William E. Jaudes, Vice President and
General Counsel of the Company, including consent.
12 - Statement re computation of ratio of earnings to
fixed charges and preferred stock dividend
requirement.
23 - Consent of Independent Accountants.
24 - Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 1
---------
DRAFT
2/10/94
[FORM OF UNDERWRITING AGREEMENT]
_________ Shares
UNION ELECTRIC COMPANY
Cumulative Preferred Stock, $_____ Series
Stated Value $___ Per Share
UNDERWRITING AGREEMENT
----------------------
________, 199_
[NAME(S) AND ADDRESS(ES) OF
REPRESENTATIVE(S)]
As Representative(s) of the several
Underwriters named in
Schedule II hereto
Dear Sirs:
Union Electric Company, a Missouri corporation (the "Company"),
confirms its agreement with you and each of the other underwriters named in
Schedule II hereto (the "Underwriters"), for whom you (the "Representatives")
are acting as representatives, with respect to the sale by the Company and the
purchase by the Underwriters of _________ shares of the Company's Cumulative
Preferred Stock, $_____ Series, described in Schedule I hereto (the "Stock").
The Stock is to be issued under the Company's articles of incorporation, as
amended, and shall have the designations, preferences, rights, powers and
restrictions set forth therein and in a proposed certificate of designations
fixing the designation, description and terms of the Stock, which certificate
shall have the effect of amending the Company's articles of incorporation and
establishing the Stock as a new series of the Company's Preferred Stock, without
par value. If the firm or firms listed in Schedule II hereto include only the
firm or firms listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to refer to such firm or
firms.
<PAGE>
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.
(a) The Company meets the requirements for the use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a Registration Statement (File
No. 33-55346)("Registration Statement No. 33-55346") on such form S-3 for
the registration under the Act of the offering and sale of up to
$80,000,000 aggregate stated value of its Cumulative Preferred Stock,
without par value. Registration Statement No. 33-55346 was declared
effective by the Commission on December 11, 1992. While an aggregate
stated value of $5,562,500 of such Cumulative Preferred Stock, without par
value, remained unsold, the Company also filed with the Commission a
Registration Statement (File No. 33-_____)("Registration Statement No. 33-
_____") on such form for the registration of an additional $94,437,500
aggregate stated value of its Cumulative Preferred Stock, without par
value, including a combined basic prospectus relating, pursuant to Rule 429
under the Act, to an aggregate of $100,000,000 stated value of Cumulative
Preferred Stock, without par value, including the Stock. The Company may
have filed one or more amendments thereto, and may have used a Preliminary
Prospectus, each of which has previously been furnished to you.
Registration Statement No. 33-_____, as so amended, has become effective.
The offering of the Stock is a Delayed Offering and, although such combined
basic prospectus may not include all the information with respect to the
Stock and the offering thereof required by the Act and the rules thereunder
to be included in the Final Prospectus, such combined basic prospectus
includes all such information required by the Act and the rules thereunder
to be included therein as of the Effective Date. The Company will next
file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final
supplement to the form of combined basic prospectus included in
Registration Statement No. 33-_____ relating to the Stock and the offering
thereof. As filed, such final prospectus supplement shall include all
required information with respect to the Stock and the offering thereof
and, except to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to
you prior to the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in such combined basic prospectus and
any Preliminary Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration Statement
- 2 -
<PAGE>
did or will, and when the Final Prospectus is first filed in accordance
with Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will comply in all material respects with the
applicable requirements of the Act, the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; on the Effective
Date, the Registration Statement did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; and, on the Effective Date, the Final Prospectus, if not filed
pursuant to Rule 424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not include any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement or the Final
Prospectus (or any supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any supplement thereto).
(c) The terms which follow, when used in this Agreement, shall have
the meanings indicated. With respect to each of Registration Statement No.
33-55346 and Registration Statement No. 33-_____, the term "Effective Date"
shall mean the later of each date that such registration statement
initially became effective, each date that any post-effective amendment or
amendments thereto became or become effective or the date of the filing of
the Company's most recent Annual Report on Form 10-K. "Execution Time"
shall mean the date and time that this Agreement is executed and delivered
by the parties hereto. "Basic Prospectus" shall mean the combined basic
prospectus referred to in paragraph (a) above contained in Registration
Statement No. 33-_____ at the Effective Date. "Preliminary Prospectus"
shall mean any preliminary prospectus supplement to the Basic Prospectus
which describes the Stock and the offering thereof and is used prior to
filing of the Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement relating to the Stock that is first filed pursuant to
Rule 424(b) after the Execution Time, together with the Basic Prospectus.
"Registration Statement" shall mean Registration Statement No. 33-55346 and
Registration Statement No. 33-_____, including in each case incorporated
documents, exhibits and financial statements, each as amended to the
Execution Time and, in the event any post effective amendment to any such
registration statement becomes effective prior to the Closing Date (as
hereinafter
- 3 -
<PAGE>
defined), shall also mean such registration statement as so amended. "Rule
415", "Rule 424", "Rule 429" and "Regulation S-K" refer to such rules or
regulation under the Act. Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Exchange Act on or before the initial effective date
of Registration Statement No. 33- _____ or the issue date of the Basic
Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case
may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by
reference. A "Delayed Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence promptly after the effective
date of a registration statement, with the result that only information
required pursuant to Rule 415 need be included in such registration
statement at the effective date thereof with respect to the securities so
offered.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto, the number of shares of the Stock set forth opposite such
Underwriter's name in Schedule II hereto. The Company agrees to pay to the
Representatives for the respective accounts of the several Underwriters as
compensation for the commitments and services contemplated by this Agreement the
underwriting commission set forth in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Stock shall
be made on the date and at the time specified in Schedule I hereto (or such
later date not later than five business days after such specified date as the
Representatives shall designate), which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section
8 hereof (such date and time of delivery and payment for the Stock being herein
called the "Closing Date"). Delivery of the Stock shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by certified or official bank
check or checks drawn on or by a New York Clearing House bank and payable in
next day funds. Concurrently with the delivery of and payment for the Stock,
the
- 4 -
<PAGE>
Company will pay to the Representatives for the respective accounts of the
several Underwriters, against receipt therefor, the aggregate underwriting
commission of the Underwriters to or upon the order of the Representatives by
certified or official bank check or checks drawn on or by a New York Clearing
House bank and payable in next day funds. Delivery of the Stock shall be made
at such location as the Representatives shall reasonably designate at least one
business day in advance of the Closing Date and payment for the Stock shall be
made at the office specified in Schedule I hereto. Certificates for the Stock
shall be registered in such names and in such denominations as the
Representatives may request not less than three full business days in advance of
the Closing Date.
The Company agrees to have the Stock available for inspection,
checking and packaging by the Representatives in New York, New York, not later
than 1:00 P.M., New York City time, on the business day prior to the Closing
Date.
4. Covenants of the Company. The Company covenants with each
Underwriter that:
(a) The Company will use its best efforts to cause any post-effective
amendment to the Registration Statement, if not effective at the Execution
Time, to become effective. Prior to the termination of the offering of the
Stock, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Prospectus) to the Basic Prospectus (other than a prospectus supplement
relating solely to an offering of the Company's Cumulative Preferred Stock
other than the Stock) unless the Company has furnished you a copy for your
review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the foregoing
sentence, the Company will cause the Final Prospectus, properly completed,
and any supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Representatives of such timely
filing. The Company will promptly advise the Representatives (i) when any
post-effective amendment to the Registration Statement, if not effective at
the Execution Time, shall have become effective; (ii) when the Final
Prospectus, and any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b); (iii) when, prior to termination of the
offering of the Stock, any amendment to the Registration Statement shall
have been filed or become effective; (iv) of any request by the Commission
for any amendment of the Registration Statement or supplement to the Final
Prospectus or for any additional information; (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding
for that
- 5 -
<PAGE>
purpose; and (vi) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Stock for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of
any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the Stock is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such
compliance.
(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earnings statement or
statements of the Company which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of Registration Statement No. 33-
55346 and Registration Statement No. 33-_____ (including, in each case,
exhibits thereto), all amendments thereto relating to the Stock and, so
long as delivery of a prospectus by an Underwriter or dealer may be
required by the Act, as many copies of any Preliminary Prospectus and the
Final Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or other
production of all documents relating to the offering.
(e) The Company will cooperate in good faith with the Representatives
in qualifying the Stock for offer and sale under the laws of such
jurisdictions as the Representatives may designate, will maintain such
qualifications in effect so long as required for the distribution of the
Stock, and will arrange for the determination of the legality of the Stock
for purchase by institutional investors.
(f) Until the business date set forth on Schedule I hereto, the
Company will not, without the consent of the Representatives, offer, sell
or contract to sell, or otherwise dispose of, by public offering, or
announce the public offering of, any of the Company's Cumulative
- 6 -
<PAGE>
Preferred Stock other than the Stock.
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Stock shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) The Final Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required by Rule 424(b); and
no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company shall have furnished to the Representatives the
opinion of William E. Jaudes, Vice President and General Counsel of the
Company, dated the Closing Date, to the effect that:
(i) the Company is a corporation duly organized and validly
existing and in good standing under the laws of Missouri and has due
corporate power and authority to own its properties and conduct its
business as described in the Final Prospectus, and is duly qualified
to conduct in Illinois and Iowa the businesses in which it is engaged
in those States, which are the only States in which it is required to
be so qualified;
(ii) the Company's authorized equity capitalization is as set
forth in the Final Prospectus;
(iii) a certificate of designations amending the Company's
articles of incorporation and authorizing and establishing the terms
of the Stock has been duly filed in the office of the Secretary of
State of the State of Missouri and is effective; the Stock has been
duly and validly authorized, and, when issued and delivered to and
paid for by the Underwriters pursuant to this Agreement, will be
validly issued, fully paid and nonassessable; and the certificates for
the Stock are in valid and sufficient form;
(iv) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving the
Company of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final Prospectus,
and there is no franchise, contract
- 7 -
<PAGE>
or other document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the
statements included or incorporated in the Final Prospectus describing
any legal proceedings or material contracts or agreements relating to
the Company fairly summarize such matters;
(v) Registration Statement No. 33-55346 and Registration
Statement No. 33-_____ have each become effective under the Act; any
required filing of the Basic Prospectus, any Preliminary Prospectus
and the Final Prospectus, and any supplements thereto, pursuant to
Rule 424(b) has been made in the manner and within the time period
required by Rule 424(b); to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement
has been issued, no proceedings for that purpose have been instituted
or threatened; at the Effective Date, the Registration Statement and,
at the time first filed pursuant to Rule 424(b), the Final Prospectus
(in each case, other than the financial statements and other financial
and statistical information contained therein as to which such counsel
need express no opinion) complied as to form in all material respects
with the applicable requirements of the Act and the Exchange Act and
the respective rules thereunder; and such counsel has no reason to
believe that at the Effective Date the Registration Statement
contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading or that at the time first filed
pursuant to Rule 424(b) and at the Closing Date the Final Prospectus
included or includes any untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(vi) the Company has full power and authority to execute this
Agreement and this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) the Missouri Public Service Commission and the Illinois
Commerce Commission have duly authorized the issue and sale of the
Stock; such authorizations are sufficient for the issue and sale of
the Stock and are in full force and effect; no other approval or
consent of or filing with any other governmental body, including
without limitation any regulatory body of the State of Iowa (other
than in connection or compliance with the provisions of the securities
or "blue sky" laws of any jurisdiction, as to which such counsel
- 8 -
<PAGE>
expresses no opinion), is legally required in connection with the
execution and delivery of this Agreement or the authorization,
issuance and sale of the Stock;
(viii) the execution and delivery of this Agreement and the
issuance and sale of the Stock, and the fulfillment of the terms
hereof and thereof by the Company, will not result in a breach of any
of the terms or provisions of, or constitute a default under any
provision of the Company's articles of incorporation or by-laws or any
indenture, mortgage, deed of trust or other agreement or instrument,
of which such counsel has knowledge, to which the Company is now a
party or, to the best of such counsel's knowledge, any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its activities or properties;
(ix) the Stock and the provisions of the Company's articles of
incorporation, as amended, conform in all material respects as to
legal matters to the statements concerning them contained in the Final
Prospectus under "Description of New Preferred Stock" and "Description
of Offered Securities";
(x) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement; no
shareholders of the Company are entitled to preemptive or other
similar rights to subscribe for the Stock; and no vote or other
authorization of any shareholders of the Company is required to permit
the issuance and sale of the Stock;
(xi) the franchises, permits and licenses under which the
Company operates in the States of Missouri, Illinois and Iowa are
adequate to permit the Company to engage in the businesses which it
presently conducts in those States and do not contain any unduly
burdensome provisions; in those municipalities where the Company
operates without franchises or where expired franchises have not been
renewed, the lack of such franchises does not materially affect the
Company's operations in such municipalities and no actions or
proceedings are pending or, to such counsel's knowledge, threatened by
such municipalities which would materially affect the Company's
operations;
(xii) the Company is exempt from all of the provisions of the
Public Utility Holding Company Act of 1935, except Sections 9(a)(2)
and 11(b)(2) thereof; and
[(xiii) the statements contained in the Final Prospectus under
"Description of Offered Securities -
- 9 -
<PAGE>
Certain Tax Matters" regarding the treatment of dividends on the Stock
for Federal income tax purposes are accurate in all material
respects.]
Such opinion shall also state that such counsel has no knowledge of
any litigation, pending or threatened, which challenges the validity of the
Stock or this Agreement, or which seeks to enjoin the performance of the
Company's obligations thereunder or which might have a material adverse effect
on the business, properties or financial condition of the Company except as
disclosed in or contemplated by the Final Prospectus.
In rendering such opinion, such counsel may rely as to factual matters
upon certificates or written statements from others or other appropriate
representatives of the Company or upon certificates of public officials. In
such opinion, such counsel may state that while such counsel has examined the
Registration Statement and the Final Prospectus, such counsel necessarily
assumes the correctness and completeness of the statements made and information
included therein and takes no responsibility therefor, except insofar as such
statements relate to him and as set forth in paragraph (ix) above.
Such counsel's opinion may further state that it is addressed to the
Underwriters and is rendered solely for their benefit and may not be relied upon
in any manner by any other person (other than Winthrop, Stimson, Putnam &
Roberts to the extent stated in its opinion to the Underwriters as of the
Closing Date) without such counsel's prior written consent.
(c) The Representatives shall have received from Winthrop, Stimson,
Putnam & Roberts, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the Stock,
the Registration Statement, the Final Prospectus (together with any
supplement thereto) and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the Company,
dated the Closing Date, to the effect that the signers of such certificate
have carefully examined the Registration Statement, the Final Prospectus,
any supplement to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the
- 10 -
<PAGE>
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the respective dates as of which information is
given in the Registration Statement, there has not been any material
adverse change in the condition, financial or otherwise, of the
Company, or in the earnings, business affairs or business prospects of
the Company, whether or not arising in the ordinary course of
business, except as set forth in or contemplated in the Final
Prospectus (exclusive of any supplement thereto).
(e) At the Closing Date, Price Waterhouse shall have furnished to the
Representatives a letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as of the Closing
Date, in form and substance satisfactory to the Representatives, confirming
that they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable published rules and regulations
thereunder and stating in effect that:
(i) in their opinion, the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on by
them comply in form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
financial statements made available by the Company; carrying out
certain specified procedures (but not an examination in accordance
with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the stockholders, directors and principal committees of
the Company; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the
Company as to transactions and events subsequent to the date of the
most recent audited financial statements in or incorporated in the
Final Prospectus, nothing came to their attention which caused them to
believe that:
- 11 -
<PAGE>
(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules
and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form
10-Q under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus;
(2) with respect to the period subsequent to the date of
the most recent financial statements (other than any capsule
information), audited or unaudited, in or incorporated in the
Registration Statement and the Final Prospectus, there were any
changes, at a specified date not more than five business days
prior to the date of the letter, in the capital stock or the
long-term debt of the Company as compared with the amounts shown
in the most recent financial statements included or incorporated
in the Registration Statement and the Final Prospectus except in
all instances changes which the Registration Statement discloses
have occurred or may occur or as may result from the retirement
of preferred stock to satisfy a mandatory sinking fund
requirement, the issuance of common stock pursuant to the
Company's Employee Stock Ownership Plan, and its issuance or
retirement of long-term debt through the nuclear fuel lease, or
for the twelve-month period ended not more than five days prior
to the date hereof there were any decreases in excess of 3%, as
compared with the comparable information for the twelve months
ended as of the date of the most recent financial statements
referred to above, in operating revenues, operating income, net
income, earnings on common stock, earnings per share of common
stock, or ratio of earnings to fixed charges, except in all
instances for decreases which the Registration Statement
discloses have occurred or may occur, in which case the letter
shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Representatives; or
(3) the amounts included in any unaudited "capsule"
information included or incorporated in
- 12 -
<PAGE>
the Registration Statement and the Final Prospectus do not agree
with the amounts set forth in the unaudited financial statements
for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts
in the audited financial statements included or incorporated in
the Registration Statement and the Final Prospectus; and
(iii) they have performed certain other specified procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company) set forth in the
Registration Statement and the Final Prospectus, including the
information included or incorporated in the Company's Annual Report on
Form 10-K, incorporated in the Registration Statement and the
Prospectus, and the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's Quarterly
Reports on Form 10-Q, incorporated in the Registration Statement and
the Final Prospectus, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal
interpretation.
References to the Final Prospectus in this paragraph
(e) include any supplement thereto at the date of the letter.
In addition, at the Execution Time, Price Waterhouse shall have
furnished to the Representatives a letter or letters, dated as of the Execution
Time, in form and substance satisfactory to the Representatives, to the effect
set forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been any change or decrease specified in the
letter or letters referred to in paragraph (e) of this Section 5 which is,
in the judgment of the Representatives, so material and adverse as to make
it impractical or inadvisable to proceed with the offering or delivery of
the Stock as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto).
(g) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's securities by any
"nationally recognized statistical rating
- 13 -
<PAGE>
organization" (as defined for purpose of Rule 436(g) under the Act) or any
notice given of any intended or potential decrease in any such rating or of
a possible change in any such rating that does not indicate the direction
of the possible change.
(h) The issuance and sale of the Stock as contemplated in this
Agreement and in the Final Prospectus shall have been duly authorized and
approved by orders of the Missouri Public Service Commission and the
Illinois Commerce Commission and such orders shall be in full force and
effect at the Closing Date, and no authorization or approval of any other
governmental regulatory authority shall be required in connection with the
authorization, issuance and sale of the Stock by the Company.
(i) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as
the Representatives may reasonably request.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the Representatives
and counsel for the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the sale of the Stock
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, because of
any termination pursuant to Section 9 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Stock.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the Act as follows:
(i) against any and all loss, liability, claim,
- 14 -
<PAGE>
damage and expense whatsoever arising out of any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus or the Final
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, unless such untrue statement or
omission or such alleged untrue statement or omission was made in
reliance upon and in conformity with written information furnished to
the Company by any Underwriter through the Representatives expressly
for use in the Registration Statement (or any amendment thereto) or
any Preliminary Prospectus or the Final Prospectus (or any amendment
or supplement thereto);
(ii) against any and all loss, liability, claim, damage and
expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including the fees
and disbursements of counsel chosen by you) reasonably incurred in
investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or
(ii) above.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section 7, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in
the Registration Statement (or any amendment thereto) or any Preliminary
Prospectus or the Final Prospectus (or any
- 15 -
<PAGE>
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through
the Representatives expressly for use in the Registration Statement (or any
amendment thereto) or such Preliminary Prospectus or the Final Prospectus
(or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of such action. In no event
shall the indemnifying parties be liable for the fees and expenses of more
than one counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in subsections
(a) or (b) of this Section 7 is for any reason held to be unenforceable by
the indemnified parties although applicable in accordance with its terms,
the Company and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by
said indemnity agreement incurred by the Company and one or more of the
Underwriters in such proportions as will reflect the relative benefits from
the offering of the Stock received by the Company on the one hand and by
the Underwriters on the other hand, provided that if the Stock is offered
by Underwriters at an initial public offering price set forth in a
Prospectus Supplement, the relative benefits shall be deemed to be such
that the Underwriters shall be responsible for that portion of the
aggregate losses, liabilities, claims, damages and expenses represented by
the percentage that the underwriting discount appearing in such Prospectus
Supplement bears to the initial public offering price appearing therein and
the Company shall be responsible for the balance; provided, however, that
no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of
this Section, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the Act shall have the same rights to contribution
as such Underwriter, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 the Act shall have
the same rights to contribution as the
- 16 -
<PAGE>
Company.
8. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the shares of the Stock agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the number
of shares of the Stock set forth opposite their names in Schedule II hereto
bears to the aggregate number of shares of the Stock set forth opposite the
names of all the remaining Underwriters) the Stock which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however,
-----------------
that in the event that the aggregate number of shares of the Stock which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate number of shares of the Stock set forth in Schedule
II hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Stock, and if such
nondefaulting Underwriters do not purchase all of the Stock, this Agreement will
terminate without liability to any nondefaulting Underwriter or the Company. In
the event of a default by any Underwriter as set forth in this Section 8, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. The Representatives may terminate this Agreement
immediately upon notice to the Company, at any time at or prior to the Closing
Date (i) if there has been, since the Execution Time or since the respective
dates as of which information is given in the Registration Statement, any
material adverse change in the condition, financial or otherwise, of the Company
and its subsidiaries considered as one enterprise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business or
(ii) if there has occurred any outbreak or escalation of hostilities or other
calamity or crisis the effect of which on the financial markets of the United
States is such as to make it, in the judgment of the Representatives,
impracticable to market the Stock or to enforce contracts for the sale of the
Stock, or (iii) if trading in the Common Stock of the Company has been suspended
by the Commission or a national securities exchange, or if trading generally on
either the American Stock Exchange or the New York Stock Exchange has been
suspended, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by either of said exchanges
or
- 17 -
<PAGE>
by order of the Commission or any other governmental authority, or if a banking
moratorium has been declared by either Federal, Missouri, Iowa, Illinois or New
York authorities.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and shall survive delivery of and payment for the Stock. The covenants set
forth in Section 4(c) and the provisions of Sections 6, 7 and 13 hereof and the
provisions of this Section 10 shall survive the termination or cancellation of
this Agreement.
11. Notices. All communications hereunder shall be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed, to__________________________________,
Attention: ___________________________________; or, if sent to the Company,
shall be mailed, delivered or telegraphed and confirmed to it at 1901 Chouteau
Avenue, Post Office Box 149, St. Louis, Missouri 63166, Attention: Donald E.
Brandt, Senior Vice President -Finance and Corporate Services and Chief
Financial Officer.
12. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and the directors and officers
referred to in Section 7, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained; this Agreement
and all conditions and provisions hereof being intended to be and being for the
sole and exclusive benefit of the parties hereto and their respective successors
and said controlling persons, directors and officers and for the benefit of no
other person, firm or corporation.
No purchaser of any Stock from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.
13. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.
14. This Agreement may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
- 18 -
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your
acceptance shall represent a binding agreement between the Company and the
several Underwriters.
Very truly yours,
Union Electric Company
By:____________________________
Title: Senior Vice President
CONFIRMED AND ACCEPTED
as of the date first above written.
[NAME OF REPRESENTATIVE(S)]
By: _________________________________
____________________________
By:
Title:
For themselves and the other several Underwriters,
if any, named in Schedule II to the foregoing Agreement.
- 19 -
<PAGE>
SCHEDULE I
Underwriting Agreement dated ______________, 199_
Representatives:
Title, Purchase price and Description of Stock:
Title: Cumulative Preferred Stock, $______ Series, Stated
Value $__ Per Share
Number of Shares:
Purchase price (include accrued
dividends, if any): $_____ per share
Underwriting commission: $_____ per share
Sinking fund provisions: [None]
Redemption provisions: [The Stock is redeemable at the
option of the Company, in whole or in part, at any time, on not less
than 30 days' and not more than 60 days' prior notice at $ per
share, together with accrued and unpaid dividends to the date fixed
for redemption; provided, however, that none of the shares of the
Stock may be redeemed prior to ________________, 199_.]
Closing Date, Time and Location: 10:00 A.M., New York City time, on
__________, 199_, at the offices of
Winthrop, Stimson, Putnam & Roberts, One
Battery Park Plaza, New York, New York,
10004
Date referred to in Section 4(f) after which the Company may
offer or sell by public offering its Cumulative Preferred Stock other than the
Stock without the consent of the Representatives: _____________, 199_.
- 20 -
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
Number
of Shares to
Underwriters be Purchased
- ------------ ------------
<S> <C>
.....................................
- ---------------------------
.....................................
- ---------------------------
Total.................................................
============
</TABLE>
- 21 -
<PAGE>
EXHIBIT 4
UNION ELECTRIC COMPANY
Certificate of Designation, Description and
Terms of Preferred Stock, $ Series
Union Electric Company, a corporation of the State of Missouri
(hereinafter called the "Company") by its Vice President, DOES HEREBY CERTIFY as
follows:
1. That pursuant to the Certificate of Amendment of Articles of
Incorporation of the Company filed in the office of the Secretary of State of
Missouri on July 10, 1978, the Company has authorized 25,000,000 shares of
Preferred Stock without par value, of which 330,000 shares of Preferred Stock,
$7.64 Series, 330,001 shares of Preferred Stock, $7.44 Series, 300,000 shares of
Preferred Stock, $6.40 Series, 7,020 shares of Preferred Stock, $6.30 Series,
14,000 shares of Preferred Stock, $5.50 Series A, 3,000 shares of Preferred
Stock, $5.50 Series B, 20,000 shares of Preferred Stock, $4.75 Series, 200,000
shares of Preferred Stock, $4.56 Series, 213,595 shares of Preferred Stock,
$4.50 Series, 40,000 shares of Preferred Stock, $4.30 Series, 150,000 shares of
Preferred Stock, $4.00 Series, 40,000 shares of Preferred Stock, $3.70 Series,
130,000 shares of Preferred Stock, $3.50 Series, and 1,657,000 shares of
Preferred Stock, $1.735 Series, are now outstanding, and none of the remaining
shares of authorized Preferred Stock are designated as shares of any series; and
the Board of Directors of the Company is expressly authorized to fix, to the
extent permitted by law, the designation and certain of the description and
terms with respect to each particular series of the Preferred Stock.
2. That the Board of Directors (or the Executive Committee thereof) of
the Company, at a meeting duly convened and held on , at which a
quorum was present and voting throughout, duly adopted the following resolution
fixing the designation, description and terms (other than those which apply to
all series of the Preferred Stock of the Company,
<PAGE>
- 2 -
irrespective of any variations between the different series, for a statement of
which reference is made to Paragraph VII of the Certificate of Amendment to the
Articles of Incorporation of the Company filed in the office of the Secretary of
State of Missouri on January 10, 1955) and authorizing the issue of a series of
the Preferred Stock as follows:
RESOLVED, that shares of the authorized but unissued
Preferred Stock of the Company without par value be issued as shares of
a series to be designated "Preferred Stock, $ Series", and that,
pursuant to Paragraph VII of the Certificate of Amendment to the
Articles of Incorporation of the Company filed in the office of the
Secretary of State of Missouri on January 10, 1955, as amended by
Certificates of Amendment to the Articles of Incorporation of the
Company filed in the office of the Secretary of State of Missouri on
January 10, 1969, October 22, 1974, and May 20, 1987, respectively, the
Board of Directors hereby fixes for such series:
(1) $ per share as the annual dividend rate, and the date of
original issue of shares of such series as the date from which dividends
shall be cumulative on all shares of such series issued prior to the
record date for the dividend payment, which shall be
the first dividend payment date for shares of such series;
(2) Redemption prices shall be $ per share as the redemption
price if redeemed prior to ; $ per share if redeemed
on or thereafter and prior to ; $ per
share if redeemed on or thereafter and prior to ;
and $ per share if redeemed on or thereafter; together,
in each case, with a sum in the case of each share so to be redeemed,
computed at the annual dividend rate from the date from which dividends
on such share became cumulative to the date fixed for such redemption,
less the aggregate of the dividends theretofore or on such redemption
date paid thereon; [provided, however, that prior to , none
of the shares of Preferred Stock, $ Series, may be redeemed]
[if such redemption is for the purpose or in anticipation of refunding
any such shares through the use, directly or indirectly, of borrowed
funds or through the use, directly or indirectly, of funds derived
through the issuance or sale of Preferred Stock or stock of any other
class ranking on a parity with or having any preference over the
Preferred Stock as to assets or dividends, if such borrowed funds have
an interest rate or annual cost of money to the Company (computed in
accordance with generally accepted financial practice without any
adjustment for commissions, underwriting discount and expenses) or such
other stock has a dividend rate or annual cost of money to the Company,
so computed, of % or less]; and
<PAGE>
- 3 -
(3) The applicable redemption price per share, or in respect of
any period in which no redemption price is fixed, $ per share, as
the amount payable to the holders thereof in case of voluntary
dissolution, liquidation or winding up of the affairs of the Company;
and $ per share as the amount payable to the holders thereof in case
of involuntary dissolution, liquidation or winding up of the affairs of
the Company, together, in each case, with a sum in the case of each such
share, computed at the annual dividend rate from the date from which
dividends on such share became cumulative to the date fixed for the
payment of such distributive amounts, less the aggregate of the
dividends theretofore or on such date paid thereon.
IN WITNESS WHEREOF, Union Electric Company has caused this Certificate
to be executed on its behalf by , Vice President, and its
corporate seal to be hereto affixed and said seal and this Certificate to be
attested by , its Secretary, this day of .
UNION ELECTRIC COMPANY
By __________________________________
Vice President
ATTEST:
Secretary
<PAGE>
- 4 -
STATE OF MISSOURI )
) : SS.:
CITY OF ST. LOUIS )
I, , a Notary Public, do hereby certify that on
this day of , personally appeared before me ,
who, being by me first duly sworn, declared that he is a Vice President of Union
Electric Company, that he signed the foregoing document as Vice President of
said corporation, and that the statements therein contained are true.
___________________________________
<PAGE>
EXHIBIT 5
March 4, 1994
(LOGO) Union Electric Company
1901 Chouteau Avenue
St. Louis, MO 63103
Dear Sirs:
I refer to the proposed issuance and sale by Union Electric
Company (herein called the "Company") of aggregate stated value up to
$100 million dollars of one or more new series of Preferred Stock (herein
called the "New Stock").
I understand that the Company proposes to sell the New Stock to
a group of investment banking firms (herein called the "Underwriters"),
who propose to make a public offering thereof, all in accordance with the
terms and provisions set forth in a Registration Statement being filed by
the Company on Form S-3 with the Securities Act of 1933.
I advise you that, in my opinion:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Missouri and is legally qualified
to conduct in Illinois and Iowa the businesses in which it is now engaged
in those States.
2. The issuance and sale of the New Stock will be approved by
the Public Service Commission of Missouri and the Illinois Commerce
Commission prior to said issuance and sale.
3. Upon (a) the Registration Statement with respect to the New
Stock becoming effective under the Securities Act of 1933, (b) the fixing
by the Board of Directors of the Company of the designation and
distinctive terms of the New Stock and its final authorization of the
issuance and sale of the New Stock to Underwriters pursuant to the terms
of a duly executed contract between the Company and the Underwriters, (c)
the filing in the Office of the Secretary of State of the State of
Missouri of a certificate setting forth the designation, description and
terms of the New Stock executed by the proper officers of the Company,
(d) the execution of certificates for shares of the New Stock by the
proper officers of the Company, the Transfer Agent and Registrar, and (e)
the
<PAGE>
- 2 -
delivery of such certificates against full payment therefor, in
accordance with such authorizations of the Board of Directors and of the
above-mentioned Commissions, such shares will be validly issued, full
paid and non-assessable thereto as set forth in the Articles of
Incorporation of the Company.
I hereby consent to the use of a copy of the opinion as an
exhibit to the Registration Statement and to the making of the statements
with respect to me under the headings "Experts" and "Legal Opinions" in
the Prospectus constituting a part of the Registration Statement.
Yours truly,
/s/ William E. Jaudes
<PAGE>
EXHIBIT 12
PAGE 1
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1989 1990 1991 1992 1993
-------- -------- -------- -------- --------
(Thousands of Dollars Except Ratios)
<S> <C> <C> <C> <C> <C>
Net income for the period................... $285,605 $294,219 $321,512 $302,748 $297,160
Add:
Taxes based on income..................... 181,793 191,532 218,954 197,009 182,716
Fixed charges (see below)................. 177,611 188,698 168,380 136,227 130,914
-------- -------- -------- -------- --------
Earnings available for fixed
charges and preferred stock
dividend requirements of Company........... $645,009 $674,449 $708,846 $635,984 $610,790
======== ======== ======== ======== ========
Fixed charges:
Interest on debt.......................... $172,288 $183,215 $163,061 $125,798 $124,430
Amortization of premium and
discount, less expense, on
debt; and bond defeasance
cost..................................... 4,283 4,369 4,148 9,521 5,170
Rentals (see note)........................ 1,040 1,114 1,171 908 1,314
-------- -------- -------- -------- --------
Total fixed charges...................... $177,611 $188,698 $168,380 $136,227 $130,914
Preferred stock dividend requirements
of Company *(Adjusted for income
tax effect)................................ 29,994 22,901 22,213 21,852 21,537
-------- -------- -------- -------- --------
Total fixed charges and preferred
stock dividend requirements................ $207,605 $211,599 $190,593 $158,079 $152,451
======== ======== ======== ======== ========
Ratio of earnings to fixed charges
and preferred stock dividends.............. 3.11 3.19 3.72 4.02 4.01
======== ======== ======== ======== ========
</TABLE>
Note: Represents the interest factor applicable to rentals.
* See following page for supporting computation.
<PAGE>
EXHIBIT 12
PAGE 2
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------
1989 1990 1991 1992 1993
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(Thousands of Dollars Except Ratios)
Computation of preferred stock
dividend requirements of Company,
adjusted for income tax effect*
Preferred stock dividend require-
ments of Company, as shown on
statement of earnings................ $ 19,134 $ 14,693 $ 14,059 $ 14,058 $ 14,087
Less deductible preferred stock
dividends**........................... 2,085 2,085 2,085 2,085 1,973
-------- -------- -------- -------- --------
Non-deductible preferred stock
dividends............................. $ 17,049 $ 12,608 $ 11,974 $ 11,973 $ 12,114
======== ======== ======== ======== ========
Excess of net income before income
taxes over net income (percentage) -
See note below........................ 63.7% 65.1% 68.1% 65.1% 61.5%
-------- -------- -------- -------- --------
Income tax effect on non-deductible
preferred stock dividends*............ $ 10,860 $ 8,208 $ 8,154 $ 7,794 $ 7,450
Add:
Deductible preferred stock
dividends (above).................... 2,085 2,085 2,085 2,085 1,973
Non-deductible preferred stock
dividends (above).................... 17,049 12,608 11,974 11,973 12,114
-------- -------- -------- -------- --------
Preferred stock dividend requirements
of Company, adjusted for income
tax effect............................ $ 29,994 $ 22,901 $ 22,213 $ 21,852 $ 21,537
======== ======== ======== ======== ========
Note: Calculated as follows -
Net income before income
taxes................................ $467,398 $485,751 $540,466 $499,757 $479,876
Less net income...................... 285,605 294,219 321,512 302,748 297,160
-------- -------- -------- -------- --------
Excess - Taxes based on
income............................... $181,793 $191,532 $218,954 $197,009 $182,716
======== ======== ======== ======== ========
- Percentage of net income........... 63.7% 65.1% 68.1% 65.1% 61.5%
======== ======== ======== ======== ========
</TABLE>
* Income tax adjustment to reflect pre-tax earnings required to meet preferred
stock dividend.
** Dividends deductible on federal income tax return.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 3, 1993, which appears on page 16 of the 1992 Annual Report to
Stockholders of Union Electric Company, which is incorporated by reference in
Union Electric Company's Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 10-K/A filed May 5, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 14 of such amended Annual Report on Form 10-K. We also
consent to the reference to us under the heading Experts in such Prospectus.
/s/ Price Waterhouse
Price Waterhouse
One Boatmen's Plaza
St. Louis, Missouri
March 4, 1994
<PAGE>
EXHIBIT 24
CERTIFIED COPY OF RESOLUTION ADOPTED AT THE MEETING
OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF
UNION ELECTRIC COMPANY
HELD ON TUESDAY, JANUARY 18, 1994
------------------------------------------------------------------------
* * * * * * * * * * *
RESOLVED, that the officers of this Company be and hereby are
authorized and directed, with the assistance of counsel, to proceed, at
such time or times as they may deem advisable, with the preparation of
registration statements and prospectuses under the Securities Act of
1933, covering the proposed issue of one or more new series of Preferred
Stock of the Company; and that the proper officers and directors of this
Company be and hereby are authorized to execute such registration
statements and such amendments thereto as they may deem necessary or
desirable, including, in their discretion, an omnibus registration
statement which includes previously registered but unissued securities;
that the name of any officer or director of the Company, authorized or
required to sign such registration statements or any amendment thereto,
may be signed by Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson, and/or the duly appointed substitute thereof, pursuant to
duly executed powers of attorney providing said named persons with,
among other things, full power of substitution and revocation; that the
officers of this Company be and hereby are authorized to file such
registration statements and prospectuses and amendments thereto with the
Securities and Exchange Commission when executed by or on behalf of the
proper executive officers and the directors of the Company; and that
Donald E. Brandt and James C. Thompson be and hereby are designated as
the persons authorized to receive notices and communications from the
Securities and Exchange Commission with respect to such registration
statements; and further
* * * * * * * * * * *
I hereby certify that the foregoing is
a true and correct copy of resolution adopted
at the meeting of the Executive Committee of
the Board of Directors of Union Electric
Company, held pursuant to due notice on
Tuesday, January 18, 1994 at the General
Office Building of the Company, St. Louis,
Missouri, and that such resolution is still
in full force and effect.
March 4, 1994
/s/ James C. Thompson
Secretary
[Corporate Seal]
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Charles W. Mueller
hereby appoints Donald E. Brandt and/or James C. Thompson the true and lawful
attorneys-in-fact of the undersigned, for and in the name, place and stead of
the undersigned, to affix the name of the undersigned as President (Principal
Executive Officer) and a Director of Union Electric Company to a Registration
Statement and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, covering Preferred Stock
and previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 16th day of February, 1994.
/s/ C. W. Mueller
--------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Charles W. Mueller, known to
me to be the person de-scribed in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Donald E. Brandt
hereby appoints Charles W. Mueller and/or James C. Thompson the true and lawful
attorneys-in-fact of the undersigned, for and in the name, place and stead of
the undersigned, to affix the name of the undersigned as Senior Vice President
(Principal Accounting and Financial Officer) of Union Electric Company to a
Registration Statement and any amendments thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, covering
Preferred Stock and previously registered but unissued securities of Union
Electric Company authorized by the Executive Committee of the Company's Board of
Directors on January 18, 1994, and, for the performance of the same acts, each
with power to appoint in his place and stead and as his substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 16th day of February, 1994.
/s/ Donald E. Brandt
---------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Donald E. Brandt, known to me
to be the person de-scribed in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Sam B. Cook hereby
appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the
true and lawful attorneys-in-fact of the undersigned, for and in the name, place
and stead of the undersigned, to affix the name of the undersigned as a Director
of Union Electric Company to a Registration Statement and any amendments thereto
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, covering Preferred Stock and previously registered but unissued
securities of Union Electric Company authorized by the Executive Committee of
the Company's Board of Directors on January 18, 1994, and, for the performance
of the same acts, each with power to appoint in his place and stead and as his
substitute, one or more attorneys-in-fact for the undersigned, with full power
of revocation; hereby ratifying and confirming all that said attorneys-in-fact
may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 16th day of February, 1994.
/s/ Sam B. Cook
---------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Sam B. Cook, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned William E.
Cornelius hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 5th day of February, 1994.
/s/ W. E. Cornelius
---------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 5th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared William E. Cornelius, known to
me to be the person de-scribed in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Earl K. Dille
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this day of February, 1994.
/s/ Thomas A. Hays
____________________________(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Earl K. Dille, known to me to
be the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Thomas H. Jacobsen
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 10th day of February, 1994.
/s/ Thomas H. Jacobsen
--------------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 10th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Thomas H. Jacobsen, known to
me to be the person de-scribed in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Joy L. Moore
----------------------------------------
Joy L. Moore
Notary Public - Notary Seal
[Seal] State of Missouri
St. Louis City
My Commission Expires Oct. 22, 1996
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Richard A. Liddy
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 16th day of February, 1994.
/s/ Richard A. Liddy
--------------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Richard A. Liddy, known to me
to be the person described in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Karen Little
---------------------------------------
Karen Little
Notary Public - Notary Seal
State of Missouri
[Seal] St. Louis County
My Commission Expires Apr. 4, 1994
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned John Peters
MacCarthy hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 7th day of February, 1994.
/s/ John Peters MacCarthy
-------------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 7th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared John Peters MacCarthy, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Linda M. Dougherty
---------------------------------------
Linda M. Dougherty
Notary Public - State of Missouri
[Seal] My Commission Expires Dec. 14, 1997
St. Louis County
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Paul L. Miller,
Jr. hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 16th day of February, 1994.
/s/ Paul L. Miller, Jr.
-------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Paul L. Miller, Jr., known to
me to be the person de-scribed in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
My Commission Expires Sept. 2, 1995
City of St. Louis
[Seal]
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Robert H. Quenon
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 8th day of February, 1994.
/s/ Robert H. Quenon
----------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 8th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Robert H. Quenon, known to me
to be the person described in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Harvey Saligman
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 8th day of February, 1994.
/s/ Harvey Saligman
------------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 8th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Harvey Saligman, known to me
to be the person described in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
---------------------------------------
Barbara Lungwitz
Notary Public - State of Missouri
[Seal] My Commission Expires Sept. 2, 1995
City of St. Louis
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Janet McAfee
Weakley hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James
C. Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to a Registration Statement
and any amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, covering Preferred Stock and
previously registered but unissued securities of Union Electric Company
authorized by the Executive Committee of the Company's Board of Directors on
January 18, 1994, and, for the performance of the same acts, each with power to
appoint in his place and stead and as his substitute, one or more attorneys-in-
fact for the undersigned, with full power of revocation; hereby ratifying and
confirming all that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
this 7th day of February, 1994.
/s/ Janet M. Weakley
-----------------------------------(L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 7th day of February, 1994, before me, the undersigned Notary
Public in and for said State, personally appeared Janet McAfee Weakley, known to
me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that she executed the same as her free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Kathleen D. O'Reilly
---------------------------------------
Kathleen D. O'Reilly
Notary Public - Notary Seal
[Seal] State of Missouri
St. Louis County
My Commission Expires June 3, 1997
