<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11 (c)
or Section 240.14a-12
UNION ELECTRIC COMPANY
(Name of Registrant as Specified in its Charter)
James C. Thompson, Secretary
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11 (c) (1) (ii), 14a-6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Notes: See attached page.
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<PAGE>
Schedule 14A
Information Attachment
In accordance with the provisions of Rule 14a-6(c) of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, there is
transmitted herewith the form of proxy and the Notice of Annual Meeting and
Proxy Statement for the Union Electric Company shareholder meeting to be held
April 26, 1994. Copies of such material are to be mailed or delivered to
stockholders of record and to brokers, banks, and nominees for delivery to
beneficial owners, beginning on March 17, 1994. The prescribed filing fee of
$125 has been wired to Mellon Bank.
As reported in the past, Mr. Paul L. Miller, Jr., a candidate for re-election as
a Company director, was retained by American Winery, Inc. in 1987 as a
consultant to develop a recapitalization plan for the business, which he
succeeded in doing. He obtained an equity ownership in the company and was
elected President and Chief Executive Officer. A year later the company, a
contract manufacturer, lost its major customer. This loss created a revenue
flow problem, resulting in increased trade credit indebtedness. When a new
major customer/investor was obtained, a new reorganization plan was developed.
In order to implement this plan as expeditiously and quickly as possible,
American Winery filed a voluntary petition for protection under Chapter 11 of
the Federal bankruptcy laws in March 1991. The company's plan of reorganization
was approved and confirmed on July 15, 1991, at which time American Winery was
discharged from bankruptcy. Based upon the foregoing, the Company is of the
opinion that this bankruptcy proceeding is not material to the shareholders'
evaluation of either the integrity or the ability of Mr. Miller to serve as a
Company director and has omitted it from the proxy statement.
Information in the proxy statement reflects the May 4, 1993 comment letter on
our 1993 Proxy Statement, from Charles C. Leber, Branch Chief, and our response
thereto dated June 1, 1993. The information also reflects refinements in the
disclosure requirements issued by the Commission in November 1993.
<PAGE>
UNION ELECTRIC COMPANY
Notice of Annual Meeting of Stockholders and Proxy Statement
Time: Tuesday
April 26, 1994
9 A.M.
Place: The St. Louis Art Museum
One Fine Arts Drive
Forest Park
St. Louis, Missouri
IMPORTANT
Please vote, date, sign, and return the enclosed proxy in
the accompanying reply envelope even if you own only a few
shares. YOUR PROMPT RESPONSE WILL REDUCE EXPENSES INCIDENT TO
FOLLOWING UP PROXIES.
By returning your signed proxy you can be certain that your
vote will be counted, even if you are unable to attend the
meeting. If you attend the meeting and wish to change your
proxy vote, you may do so automatically by voting in person at
the meeting.
THE ACCOMPANYING PROXY REPRESENTS ALL SHARES REGISTERED IN
THE NAME(S) SHOWN THEREON, INCLUDING ANY SHARES IN DRPLUS.
<PAGE>
UNION ELECTRIC COMPANY
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To the Stockholders of
Union Electric Company
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Union Electric Com-pany will be held at The St.
Louis Art Museum, One Fine Arts Drive, Forest Park, St. Louis,
Missouri, on Tuesday, April 26, 1994, at 9 A.M., for the
purposes of (1) electing directors of the Company for the
ensuing year; (2) voting on a stockholder proposal described in
the accompa-nying proxy statement, if presented to the meeting;
and (3) transacting such other busi-ness as may properly come
before the meeting.
Stockholders of record at the close of busi-ness on
Wednesday, March 9, 1994, will be entitled to vote at the
meeting and at any ad-journment thereof.
Please vote, date, sign, and return the en-closed proxy in
the reply envelope provided, regardless of the number of shares
you may hold. The prompt return of your proxy will reduce
expenses. Your cooperation is appre-ciated.
By order of the President and the Board of Directors,
James C. Thompson,
Secretary.
St. Louis, Missouri
March 17, 1994
<PAGE>
PROXY STATEMENT OF
UNION ELECTRIC COMPANY
(First sent or given to stockholders March 17, 1994)
Principal Executive Offices:
1901 Chouteau Avenue, St. Louis, Mo. 63103
The accompanying proxy is solicited by the Board of
Directors of Union Electric Company (the "Company") for use at
the Annual Meeting of Stockholders of the Company to be held at
The St. Louis Art Museum, One Fine Arts Drive, Forest Park, St.
Louis, Missouri, on Tuesday, April 26, 1994, and at any
adjournment thereof.
VOTING
The accompanying proxy represents all shares registered in
the name(s) shown thereon, including shares in DRPlus.
Participants in the Union Electric Company Savings Investment
Plan will receive a separate proxy for shares in the plan.
The outstanding voting securities of the Company on March 9,
1994 consisted of 3,435,116 shares of Preferred Stock and
102,123,834 shares of Common Stock. Only stockholders of
record at the close of business on March 9, 1994 will be
entitled to vote at the meeting. A majority of the outstanding
shares entitled to vote must be represented at the meeting, in
person or by proxy, to constitute a quorum. Each share is
entitled to one vote on matters to come before the meeting,
except that in the election of directors the stockholders have
cumulative voting rights, which are not subject to any
condition. Under cumulative voting each
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stockholder has the right to cast votes in the election of
directors equal to the number of shares held of record by such
stockholder, multi-plied by the number of directors to be
elected; in other words, ten votes for each share. All such
votes may be cast for one nominee or may be distributed among
two or more nominees, but not among more than ten nominees.
A stockholder giving a proxy has the power to revoke it at
any time before it is exercised by delivering either a written
revocation or a duly executed proxy bearing a later date to the
Secre-tary of the Company or by voting in person at the
meeting.
When proxies are returned properly marked and signed, the
shares represented thereby will be voted in accordance with the
stockholders' directions. If no directions are given in the
election of directors the persons named as proxies will vote
the shares, cumulatively in their discre-tion, for the election
of the nominees named below. If no specific directions are
given on the proposal, shares will be voted as recommended by
the Board of Directors. In tabulating the number of votes
cast, withheld votes, abstentions, and non-votes by banks and
brokers are not included. A plurality of the votes cast is
required for the election of a director.
If any matter is submitted to a vote at the meeting or any
adjournment thereof, other than those referred to below, the
persons named in the enclosed proxy will have discretionary
authority to vote all proxies with respect to any such matter
in accordance with their judgment.
2
<PAGE>
The Board of Directors has adopted a confi-dential voting
policy for proxies.
ITEM (1): ELECTION OF DIRECTORS. At the meeting ten
directors are to be elected to serve until the next annual
meeting of stockholders and until their respective successors
shall be elected and qualified. The nominees designated by the
Board of Directors are listed below with informa-tion about
their present principal occupations and their backgrounds.
WILLIAM E. CORNELIUS
Retired Chairman of the Board of Directors and Chief Executive
Officer of the Company. Mr. Cornelius was associated with
Price Waterhouse & Co. until 1962 when he was appointed
Assistant Comptroller of the Company. He became Director of
Corporate Planning in 1964; Vice President-Administrative in
1967; Executive Vice President in 1968; President in 1980; in
1984 was also elected Chief Executive Officer. In 1988 he was
elected Chairman of the Board and served in that capacity until
his retirement. Mr. Cornelius is a director of McDonnell
Douglas Corporation, General American Life Insurance Company,
Boatmen's Bancshares, Inc., and GenCare Health Systems, Inc.
He is a member of the Executive and Contributions Committees of
the Board of Directors. Director since November 8, 1968; Age:
62.
THOMAS A. HAYS
Deputy Chairman of The May Department Stores Compa-ny, a
nationwide retailing organization. Mr. Hays joined the May
organization in 1969. He served as Vice Chairman from 1982 to
1985 and President from 1985 to 1993, when he became Deputy
Chairman. Mr. Hays is a member of the Board of Directors of
Mercantile Bancorporation Inc. He is a member of the Human
Resources and Executive Commit-tees. Director since April 25,
1989; Age: 61.
3
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THOMAS H. JACOBSEN
Chairman, President, Chief Executive Officer and Director of
Mercantile Bancorporation Inc., a bank holding company. Before
joining Mercantile as Chief Executive Officer in March of 1989,
Mr. Jacobsen was a vice chairman and director of Barnett Banks,
Inc. He is a member of the Board of Directors of the Student
Loan Marketing Association, which is based in Washington, D.C.
Mr. Jacobsen is a member of the Auditing, Contributions, and
Executive Committees. Director since April 24, 1990; Age: 54.
RICHARD A. LIDDY
President and Chief Executive Officer of General Ameri-can Life
Insurance Company, which provides life, health, pension,
annuity and related insurance products and services. Mr.
Liddy entered the insurance industry with Connecticut General
in 1957 and was named a Vice President in 1974. In 1982, he
moved to Continental Insurance as an Executive Vice President.
Mr. Liddy joined General American as President and Chief
Operating Officer in 1988 and was elected to his present
position in 1992. He serves on the Auditing Committee of the
Board. Director since January 1, 1994; Age: 58.
JOHN PETERS MacCARTHY
Vice Chairman and Director of Boatmen's Bancshares, Inc., a
bank holding company. Mr. MacCarthy is also Chairman, Chief
Executive Officer and a director of its subsidiary, Boatmen's
Trust Company, which conducts a general trust business. Prior
to being elected to his present position in 1988, he served as
President and Chief Execu-tive Officer of Centerre Bank, N.A.
Mr. MacCarthy is Chairman of the Human Resources and Nominating
Committees and is a member of the Executive Committee.
Director since April 22, 1986; Age: 61.
4
<PAGE>
PAUL L. MILLER, JR.
President and Managing Director of Stifel International Capital
Markets, Inc., which is engaged in developing an international
presence for its parent company, Stifel Financial Corporation.
Prior to his present occupation, Mr. Miller was a management
consultant, and he served 20 years as president of consumer
product manufacturing and distribution firms. Mr. Miller is a
member of the Auditing Committee. Director since April 23,
1991; Age: 51.
CHARLES W. MUELLER
President and Chief Executive Officer of the Company. A
graduate of St. Louis University, Mr. Mueller received a degree
in Electrical Engineering in 1961 and a master's degree in
Business Administration in 1966. He began his career with
Union Electric in 1961 as an engineer. Mr. Mueller became a
supervising engineer in 1975; Assistant Director of Corporate
Planning in 1977; Treasurer in 1978; and Vice President -
Finance in 1983. He was elected Senior Vice President-
Administrative Services in 1988; President in 1993; and,
effective January 1, 1994, was also elected Chief Executive
Officer. Mr. Mueller is a director of Boatmen's National Bank.
He is a member of the Executive and Contributions Committees of
the Board of Directors. Director since June 11, 1993; Age: 55.
ROBERT H. QUENON
Retired Chairman of Peabody Holding Company, Inc., which is
engaged in mining, marketing and transportation of coal. Mr.
Quenon was named Executive Vice President of Peabody Coal in
1977 and was elected President and Chief Executive Officer in
1978. From 1983 to 1990 he served as President and Chief
Executive Officer of Peabody Holding and was Chairman of that
firm from 1990 until his retire-ment in August 1991. Mr.
Quenon is Chairman of the Federal Reserve Bank of St. Louis and
is also a director of Newmont Gold Company, Laclede Steel
Company, and Blue Mountain Minerals. He is a member of the
Human Re-sources and Nominating Committees. Director since
September 1, 1991; Age: 65.
5
<PAGE>
HARVEY SALIGMAN
Retired Chairman of INTERCO INCORPORATED, a major manufacturer
and retailer of consumer products and services. Mr. Saligman
retired from INTERCO on May 31, 1990. During his active
employment in the consumer products industry, Mr. Saligman
served in various executive capacities for 25 years. He
currently is managing partner of a family real estate
partnership. Mr. Saligman is a director of Mercantile
Bancorporation Inc. and its subsid-iary Mercantile Bank N.A.
He is Chairman of the Auditing Committee of the Board.
Director since January 1, 1989; Age: 55.
JANET McAFEE WEAKLEY
President of Janet McAfee Inc., a residential real estate
company which she founded in 1975. She is a director of
Boatmen's Trust Company and is Vice-Chairman of the Legislative
Affairs Committee of the St. Louis Regional Commerce and Growth
Association. Mrs. Weakley is also on the Boards of Barnes
Hospital and Barnes-Jewish-Christian Inc. She is a member of
the Auditing, Executive, and Nominating Committees and is
Chairman of the Contributions Committee of the Board. Director
since April 23, 1991; Age: 64.
The Board of Directors knows of no reason why any nominee
will not be able to serve as a director. If, at the time of
the Annual Meeting, any nominee is unable or declines to serve,
the proxies may be voted for a substitute nominee approved by
the Board.
6
<PAGE>
During 1993, the Board met six times and an aggregate of
fourteen committee meetings were held. All nominees attended
at least 75% of the meetings of the Board and the Board
Committees of which they were a member.
As noted in the biographies, Mr. Harvey Saligman is a former
officer of INTERCO INCOR-PORATED. Because of the debt burden
resulting from a 1988 recapitalization, INTERCO filed, in
January 1991, a voluntary petition for protection under Chapter
11 of the Federal bankruptcy laws. Effective August 3, 1992,
INTERCO emerged from its Chapter 11 proceedings.
Human Resources Committee Interlocks: During 1993, the
Company's Chief Executive Officer, William E. Cornelius, served
as a director of Boatmen's Bancshares Inc. Director John Peters
MacCarthy, an executive officer of Boat-men's Bancshares, Inc.,
is Chairman of the Human Resources Committee of the Company's
Board.
Board Committees - The members of the Auditing,
Contributions, Human Resources and Nominating Committees of the
Board are iden-tified in the biographies above. The Human
Resources and Nominating Committees are comprised entirely of
outside directors.
The general functions of the Auditing Com-mittee, which met
three times during 1993, include: (1) reviewing, with
management and the independent accountants, the adequacy of the
Company's system of internal accounting con-trols; (2)
reviewing the scope and results of the annual examination and
other services performed
7
<PAGE>
by the independent accountants; (3) recommend-ing to the Board
the appointment of independent accountants and approving fees
for the services performed by the independent accountants after
consideration of all relevant factors including independence of
auditors; and (4) reviewing the scope of audits and annual
budget of the Com-pany's internal audit department. The
Contribu-tions Committee, which met twice during 1993, makes
policies and recommendations with re-spect to charitable and
other contributions. The Human Resources Committee considers
the qualifications of executive personnel and rec-ommends
changes therein, considers or recom-mends salary adjustments
for certain employees and considers and acts on important
policy matters affecting Company personnel. During 1993, such
Committee met three times. The Nominating Committee, which met
twice in 1993, considers and recommends for Board approval
candidates for the Board of Directors, as recom-mended by
management, other members of the Board, shareholders and other
interested parties. Shareholder suggestions for candidates for
direc-tor should be sent to the Nominating Committee, c/o the
Secretary of the Company.
Age Policy - Directors who attain age 72 prior to the date of
an annual meeting cannot be desig-nated as a nominee for
election at such meeting.
Stockholder Proposal. Proponents of the stock-holder proposal
described below as Item (2) have notified the Company of their
intention to attend the 1994 Annual Meeting to present the
proposal for consideration and action. The names and ad-dresses
of the proponents and the number of
8
<PAGE>
shares they hold will be furnished by the Secre-tary of the
Company upon receipt of any oral or written request therefor.
Item (2): Report on Callaway Plant Emis-sions.
WHEREAS nuclear power plants, including Calla-way, during
routine operation, release into the air and water
radioactive wastes which we believe increase the risk of
life-shortening illnesses, genetic mutations, and
environmen-tal damage;
WHEREAS though the federal government's "per-missible"
concentration levels govern these releases, we believe
"permissible" does not mean safe, but merely planned and
financially expedient;
WHEREAS UE extracts Missouri River water for Callaway's cooling
systems, and some of that water becomes radioactively
contaminated;
WHEREAS one of the contaminants -- tritium, a radioactive
isotope of hydrogen -- accumulates in the cooling water as a
fission and activation product;
WHEREAS since no economically feasible tech-nology exists to
filter tritium from cooling water effluents, it is released
in gaseous emissions to the atmosphere and in liquid
releases back into the Missouri River -- 79 miles upstream
from St. Louis County's drink-ing water intake.
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WHEREAS tritium released from Callaway can be ingested by
humans and other living creatures at any time during its
120-year hazardous lifetime, potentially causing
reproductive, cellular, and genetic damage;
WHEREAS because continuous-flow waste water streams at Callaway
are diverted for filtering, measurement, and eventual batch-
release only when radiation levels exceed a monitor alarm's
setpoint (based on federal standards), radioactivity can be
released into the Missouri River without measurement when
levels are below this setpoint;
WHEREAS the medical profession requires de-contamination of a
lab table for a spill of even 45 trillionths of one curie,
during Callaway's operation from July 1992 through June
1993, UE reported releasing 1,162.7 curies of tritium in 244
batches of filtered radioactive waste water into the
Missouri River, not including the tritium released in the
continuous flow of unfiltered waste water.
WHEREAS because instruments monitoring the continuous flow of
waste water are set only for gamma-emitting isotopes, some
alpha emitters and beta emitters (including tritium) can be
released without detection;
WHEREAS Missouri's Clean Water Commission, recognizing the
potential for the release of undetected tritium and other
beta emitters, called for UE to install "continuous beta
monitors, when such monitors are available that are reliable
and practical, at the location where it presently has gamma
emitter con-
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<PAGE>
tinuous monitors" as a 1982 amendment to Callaway's
pollutant discharge permit.
RESOLVED: shareholders request that UE describe in its 1994
annual report, its efforts to reduce the release of radioactive
materials to the air and water during Callaway's routine
operation, and to comply with the Missouri Clean Water Commis-
sion's requirement that continuous-flow monitors of beta
emitters be installed and operated. If such a monitor is still
not available, shareholders request that UE also report on its
willingness to commit funds toward the monitor's development.
SUPPORTING STATEMENT
We believe that Callaway is creating a deadly legacy of
radioactive waste. The impact of the planned radiation
releases, no matter how small, is dangerous, cumulative, and
irreversible. In addition, the threat of disastrous accidental
releases remains. UE should take responsibility for a more
complete accounting of all radiation releases, so that the
company and its sharehold-ers can more accurately assess the
plant's impact on the biosphere.
Your Board of Directors recommends a vote AGAINST Item (2).
On-going measurements at Callaway consis-tently show that
plant effluent releases are LESS THAN ONE PERCENT of the levels
allowed by current regulations. This low level of effluent
releases clearly demonstrates the Company's continuing
commitment to reduce the level of radioactive material released
from the Callaway Plant. Be-
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cause effluent releases at Callaway are already a small
fraction of allowable standards, additional reporting or
expenditures by the Company would have minimal impact, and the
Board therefore recommends a vote against Item 2.
Passage of the proposal requires the affirma-tive vote of a
majority of the votes cast.
Item (3): Other Matters. The Board of Directors does not
know of any matters, other than the election of directors and
the proposal set forth above, which may be presented to the
meeting.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended for con-sideration at the
1995 annual meeting of stock-holders must be received by the
Company by November 18, 1994.
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SECURITY OWNERSHIP OF MANAGEMENT
AS OF MARCH 9, 1994:
<TABLE>
<CAPTION>
Shares of Common Stock
Name Beneficially Owned *
---- ----------------------
<S> <C>
William E. Cornelius 19,320
Thomas A. Hays 3,778
Thomas H. Jacobsen 1,426
Richard A. Liddy 700
John Peters MacCarthy 2,378
Paul L. Miller, Jr. 632
Charles W. Mueller 4,048
Robert O. Piening 5,427
Robert H. Quenon 1,343
Harvey Saligman 2,137
Donald F. Schnell 6,506
Charles J. Schukai 3,523
Janet McAfee Weakley 2,137
All Directors and executive
officers as a group 107,787
* Includes shares held jointly
</TABLE>
Reported shares include those for which a nominee or
executive officer has voting or investment power because of
joint or fiduciary ownership of the shares or a relationship
with the record owner, most commonly a spouse, even if such
nominee or executive officer does not claim beneficial
ownership. Shares reported for William E. Cornelius include
11,516 shares held in a trust account in his wife's name for
which he serves as trustee. In addition to shares shown, 1,782
shares have been reported as beneficially owned by family
members and/or household members of the parties.
Shares beneficially owned by nominees and executive officers
as a group do not exceed one percent of any class of equity
securities outstanding.
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COMPENSATION
Directors who are not active employees of the Company each
receive an annual retainer of $20,000 and an annual award of
200 shares of the Company's Common Stock. They also receive
fees of $1,000 for each Board meeting and each Board Committee
meeting attended. Directors who are active employees of the
Company do not receive such retainer, award, or fees.
A deferred compensation plan available to directors
permits non-employee directors to defer all or part of their
annual retainer. Deferred amounts, plus an interest factor,
are used to provide retirement benefits and certain death
benefits. Costs of the deferred compensation plan are expected
to be recovered through the pur-chase of life insurance on the
participants, with the Company being the owner and beneficiary
of the insurance policies. For those non-employee directors
who do not participate in the deferred compensation plan, an
unfunded, nonqualified retirement plan has been adopted. Under
such plan, a director retiring after at least ten years of
service is entitled to an annual benefit equal to 60% of the
annual retainer in effect for the year in which distributions
begin. Vesting of benefits begins at 50% of the benefit upon
completion of five years of service and continues to accrue at
the rate of 10% annually until full vesting occurs when ten
years of service have been completed.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name
and Annual All Other
Principal Compensation Compen-
Position Year Salary($) Bonus($) sation($)
--------- ---- --------- -------- ---------
<S> <C> <C> <C> <C>
W. E. CORNELIUS 1993 540,000 120,000 64,785
Chairman and Chief 1992 510,000 130,000 58,761
Executive Officer# 1991 480,000 180,000
# Retired January 1, 1994.
C. W. MUELLER 1993 237,000 55,000 22,382
President and Chief 1992 186,000 41,000 19,907
Executive Officer 1991 174,000 52,000
D. F. SCHNELL 1993 217,000 36,000 21,254
Senior Vice 1992 205,000 42,000 18,512
President 1991 193,000 60,000
C. J. SCHUKAI 1993 215,000 35,000 24,475
Senior Vice 1992 203,000 41,000 21,941
President 1991 191,000 56,000
R. O. PIENING 1993 211,000 30,000 19,886
Senior Vice 1992 200,000 39,000 17,807
President 1991 188,000 53,000
</TABLE>
* Includes (a) matching contributions to the 401(k) plan and
(b) above-market earnings on deferred compensation, as
follows:
<TABLE>
<CAPTION>
(a) (b)
<S> <C> <C> <C>
W. E. Cornelius 1993 $4,497 $60,288
1992 4,364 54,397
C. W. Mueller 1993 4,497 17,885
1992 4,185 15,722
D. F. Schnell 1993 4,316 16,938
1992 4,364 14,148
C. J. Schukai 1993 4,497 19,978
1992 4,100 17,841
R. O. Piening 1993 4,145 15,741
1992 3,964 13,843
</TABLE>
15
<PAGE>
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG UNION ELECTRIC, S&P 500 AND EEI INDEX*
*Edison Electric Institute Index of 100 investor-owned electric utilities
Value of $100 invested 12/31/88; Includes reinvestment of dividends
<CAPTION>
Measurement Period S&P
(Fiscal Year Covered) UEP 500 EEI INDEX
- ------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
12/31/88 $100 $100 $100
FYE 12/31/89 $128 $132 $130
FYE 12/31/90 $144 $127 $132
FYE 12/31/91 $199 $166 $169
FYE 12/31/92 $205 $179 $182
FYE 12/31/93 $228 $197 $203
</TABLE>
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HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION:
The Company's goal for executive salaries is to approximate
the median of the range of salaries paid by similarly-situated
companies. Accordingly, the Human Resources Committee of the
Board of Directors, which is comprised entirely of non-
employee directors, makes annual reviews of the compensation
paid to the Company's executive officers. Following each
review, the Committee considers appropriate changes as
determined by the two basic components of the Company's
executive compensation program.
First, in evaluating and setting base salaries for the
Company's executive officers, including the Chief Executive
Officer, the Committee considers: individual responsibilities,
including changes which may have occurred since the prior
review; individual performance in fulfilling responsibilities,
including the degree of competence and initiative exhibited;
relative contribution towards achievement of Company goals; the
impact of conditions under which the Company operated; the
effect of economic changes on the Company's salary structure;
and comparisons with compensation paid by similarly-situated
companies. Such considerations are subjective, and specific
measures are not used in the review process. The "similarly-
situated companies" used for salary comparisons are included in
the EEI Index referred to in the Performance Graph on page 16.
17
<PAGE>
The second component of the Company's executive compensation
program is a perform-ance-based Executive Incentive
Compensation Plan established by the Board, which provides
specific, direct relationships between corporate results and
Plan compensation. The Plan is designed to encourage
achievement of goals to provide shareholders with a fair return
and to supply low cost energy to the Company's custom-ers.
Accordingly, each year measurable stock-holder and customer-
related objectives -- specifi-cally goals pertaining to return
on equity and control of operating and maintenance expenses and
wages -- are set by the Human Resources Committee. At the end
of the year the Committee compares results of operations with
the targeted objectives. If the objectives are met, the
Commit-tee authorizes incentive payments within pre-scribed
ranges based on individual performance and degree of
responsibility. If basic corporate objectives are not
achieved, no such payments are made. Under the Incentive Plan,
it is expect-ed that payments to the Chief Executive Officer
will range from zero to 40% of base salary, and during the past
three years actual payments have averaged 28% of base salary.
In determining the 1993 compensation of the Chief Executive
Officer, as well as compensation for the other executive
officers, the Human Re-sources Committee considered the matters
dis-cussed above. Specific recognition was also given to: the
level of 1992 earnings per share of com-mon stock, and the
degree to which performance
18
<PAGE>
targets for return on equity and control of labor costs and
other operations and maintenance expenditures were met or
exceeded.
/s/ John Peters MacCarthy, Chairman
Thomas A. Hays
Robert H. Quenon
RETIREMENT PLAN:
The following table shows estimated annual benefits payable
under the Company's defined benefit retirement plan:
<TABLE>
<CAPTION>
Final Years of Service at Age 65
Average --------------------------------------
Base Salary 10 20 30 40
----------- ------- -------- -------- ---------
<S> <C> <C> <C> <C>
$175,000... $27,150 $ 54,300 $ 81,450 $105,960
$250,000... 39,150 78,300 117,450 152,650
$325,000... 51,150 102,300 153,450 199,330
$400,000... 63,150 126,300 189,450 246,020
$475,000... 75,150 150,300 225,450 292,710
$550,000... 87,150 174,300 261,450 339,400
</TABLE>
Benefits shown in the schedule are computed on a straight
life annuity basis and do not have a primary Social Security
offset or other offset amounts. Covered remuneration consists
of base wages only, which is equivalent to amounts reported
under "Salary" in the Summary Compensation Table. Years of
accredited service for the active officers named in the
Compensation Table are as follows: Mr. Mueller 33; Mr. Schnell
40; Mr. Schukai 36; and Mr. Piening 33.
19
<PAGE>
INDEPENDENT ACCOUNTANTS
The Company has not selected its indepen-dent accountants
for 1994. This selection is normally made by the Board of
Directors after the Auditing Committee of the Board of
Directors, the members of which are identified under "Item (1):
Election of Directors," has reviewed the prior year's audit
report with representatives of the independent accountants for
such year. After such review, the Auditing Committee will
recom-mend to the Board of Directors for its approval the
selection of independent accountants for the Company for 1994
and the fees to be paid for the regular annual audit.
Price Waterhouse served as the Company's independent
accountants in 1993. Represen-tatives of that firm are
expected to be present at the annual meeting with the
opportunity to make a statement if they so desire and are
expected to be available to respond to appropriate questions.
20
<PAGE>
MISCELLANEOUS
In addition to the use of the mails, proxies may be
solicited by personal interview, or by telephone or other
means, and banks, brokers, nominees and other custodians and
fiduciaries will be reimbursed for their reasonable out-of-
pocket expenses in forwarding soliciting material to their
principals, the beneficial owners of stock of the Company.
Proxies may be solicited by officers, directors and key
employees of the Company on a voluntary basis without compen-
sation therefor. The Company will bear the cost of soliciting
proxies on its behalf.
--------------------
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K WILL BE
FURNISHED, WITHOUT CHARGE, TO STOCKHOLDERS OF THE COMPANY UPON
REQUEST TO JAMES C. THOMPSON, SECRETARY, P.O. BOX 149, ST.
LOUIS, MISSOURI 63166.
21
<PAGE>
FORM OF PROXY
Please mark votes
X as in this example. ________________________________________________________
This proxy will be voted as specified below. If no
direction is made, this proxy will be voted FOR all
nominees listed on the reverse side and as recommended
by the Board on the other item listed below.
________________________________________________________
________________________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C>
___________________________________ __________________________________________ ______________________________
The Board Of Directors Recommends The Board Of Directors Recommends A Vote
A Vote FOR Item 1. AGAINST Item 2.
___________________________________ __________________________________________ IF YOU PLAN TO ATTEND THE
FOR WITHHELD FOR AGAINST ABSTAIN ANNUAL MEETING PLEASE
ITEM 1 ITEM 2 MARK THIS BOX.
ELECTION REPORT ON
OF CALLAWAY
DIRECTORS PLANT EMISSIONS
__________________________________________ _____________________________
TO WITHHOLD A VOTE FOR ANY
DIRECTOR(S) LIST NAME(S) HERE.
_______________________________
___________________________________
</TABLE>
PROXY
SEE
REVERSE
SIDE
Dated ______________________________ 1994
__________________________________________________________
SIGNATURE - Please sign exactly as name appears hereon.
If signing as agent, attorney, trustee,
officer, executor, custodian, guardian, _______________________________________
etc. title or capacity should be shown. CAPACITY (OR SIGNATURE IF HELD JOINTLY)
UNION ELECTRIC COMPANY
P. O. BOX 149, ST. LOUIS, MISSOURI 63166 PROXY
________________________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 1994
The undersigned hereby appoints CHARLES W. MUELLER and JAMES C. THOMPSON, and
either of them, each with the power of substitution, as proxy for the
undersigned, to vote all the shares of capital stock of UNION ELECTRIC COMPANY
represented hereby at the Annual Meeting of Stockholders to be held at The St.
Louis Art Museum, One Fine Arts Drive, Forest Park, St. Louis, Missouri, on
April 26, 1994 at 9 A.M., and at any adjournment thereof, upon all matters that
may be submitted to a vote of stockholders including the matters described in
the proxy statement furnished herewith, subject to any directions indicated on
the reverse side of this proxy form and in their discretion on any other matter
that may be submitted to a vote of stockholders.
Nominees for Director - William E. Cornelius, Thomas A. Hays, Thomas H.
Jacobsen, Richard A. Liddy, John Peters
MacCarthy, Paul L. Miller, Jr., Charles W.
Mueller, Robert H. Quenon, Harvey Saligman and
Janet McAfee Weakley
In order to assure that your shares will be represented at the meeting and to
facilitate the tabulation of the votes, PLEASE VOTE, DATE AND SIGN ON THE
REVERSE SIDE hereof and return this proxy form promptly in the enclosed
envelope. If you attend the meeting and wish to change your vote, you may do so
automatically by casting your ballot at the meeting.
(Continued on reverse side)
