<PAGE>
RULE NO. 424(B)
REGISTRATION NO. 33-66116
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 26, 1993)
$100,000,000
UNION ELECTRIC COMPANY
FIRST MORTGAGE BONDS, 7% SERIES DUE 2024
The First Mortgage Bonds offered hereby (the "Offered Bonds") constitute a
separate series of the New Bonds. The Offered Bonds will mature on January 15,
2024. Interest on the Offered Bonds is payable semi-annually, on January 15 and
July 15 of each year, commencing July 15, 1994. The Offered Bonds are
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' notice at the general
redemption prices set forth herein, together with accrued interest to the date
fixed for redemption; provided, however, that none of the Offered Bonds may be
redeemed prior to January 15, 2004. See "Description of Offered Bonds" herein
and "Description of New Bonds" in the accompanying Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY 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 SUPPLEMENT OR THE PROSPECTUS
TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1) (2)
<S> <C> <C> <C>
Per Offered Bond....................... 99.810% .875% 98.935%
Total.................................. $99,810,000 $875,000 $98,935,000
- --------------------------------------------------------------------------------
</TABLE>
(1)Plus accrued interest from January 15, 1994 to date of delivery.
(2)Before deducting expenses payable by the Company estimated at $90,000.
The Offered Bonds are offered subject to receipt and acceptance by the
Underwriters, to prior sale, and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that the Offered Bonds will be ready for delivery only in book-
entry form through the facilities of The Depository Trust Company on or about
January 24, 1994.
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
The date of this Prospectus Supplement is January 12, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER- THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SELECTED INFORMATION
The following material, which is presented herein solely to furnish limited
introductory information regarding Union Electric Company (the "Company") and
the offering, has been selected from or is based upon the detailed information
and financial statements incorporated by reference into this Prospectus
Supplement and the accompanying Prospectus, is qualified in its entirety by
reference thereto, and, therefore, should be read together therewith.
<TABLE>
<CAPTION>
THE OFFERING
<S> <C>
Securities Offered.......... $100,000,000 principal amount of First Mortgage
Bonds, 7% Series due January 15, 2024.
Redemption.................. The Offered Bonds are 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'
notice at the general redemption prices set forth
herein, together with accrued interest to the date
fixed for redemption; provided, however, that none
of the Offered Bonds may be redeemed prior to
January 15, 2004.
THE COMPANY
Business.................... Principally, the generation, transmission,
distribution and sale of electricity.
Service Area................ Electric service to an approximately 24,500 square
mile area primarily covering the eastern and
central portions of Missouri, and portions of
Illinois adjacent to St. Louis, Missouri; and gas
service to 90 Missouri communities and Alton,
Illinois, and vicinity.
Service Area Population
(estimated)................ Electric--2,600,000; Gas--344,000
Customers................... Electric--1,109,000; Gas--114,000
Revenue Distribution
(12 months ended September
30, 1993).................. Electric--95.1%; Gas--4.9%
Installed Generating Capa-
bility
(in kilowatts)............. 8,148,000
Sources of kWh Generation
(12 months ended September
30, 1993).................. Coal--62.8%; Nuclear--31.4%; Hydro--5.8%
Property and Plant, net
(as of September 30, 1993). $5.2 billion
</TABLE>
S-2
<PAGE>
FINANCIAL INFORMATION
(THOUSANDS OF DOLLARS EXCEPT RATIOS)
<TABLE>
<CAPTION>
12 MONTHS ENDED
------------------------------------------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30,
1988 1989 1990 1991 1992 1993
------------ ------------ ------------ ------------ ------------ -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues...... $2,029,107 $2,010,306 $2,023,017 $2,096,940 $2,015,121 $2,080,956
Operating Income........ 484,154 466,468 457,540 482,813 412,017 430,768
Net Income.............. 291,558 285,605 294,219 321,512 302,748 329,227
Ratio of Earnings to
Fixed Charges.......... 3.35 3.63 3.57 4.21 4.66 5.11
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION
AS OF SEPTEMBER
30, 1993
----------------
ACTUAL RATIO
---------- -----
<S> <C> <C>
Long-term Debt (excluding current maturity)................... $1,677,577 40.3%
Preferred Stock Subject to Mandatory Redemption............... 702 0.0
Preferred Stock Not Subject to Mandatory Redemption........... 218,497 5.3
Common Equity................................................. 2,265,426 54.4
---------- -----
Total Capitalization....................................... $4,162,202 100.0%
========== =====
Short-term Debt and Current Maturity of Long-term Debt........ $ 90,792
==========
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of Offered Bonds will be used to repay a like
face amount of the Company's outstanding commercial paper which was issued to
finance the repayment of long-term debt and which currently bears an effective
average interest rate of approximately 3.1%.
RECENT DEVELOPMENTS
Net income for the 12 months ended September 30, 1993 was $329 million, which
includes an $18 million, net of tax, gain recognized in the fourth quarter of
1992 and does not include expenses for refueling the Company's Callaway nuclear
plant. Callaway refuelings occur approximately every 18 months, the most recent
of which occurred in the fourth quarter of 1993 and cost approximately $20
million, net of tax.
DESCRIPTION OF OFFERED BONDS
This Prospectus Supplement relates to the issue and sale of $100,000,000
principal amount of First Mortgage Bonds, 7% Series due January 15, 2024, of
the Company. The section of the Prospectus entitled "Description of New Bonds"
contains detailed information about the New Bonds. Supplemental information
that more specifically relates to the Offered Bonds is set forth below. The
following supplemental information is qualified in its entirety by the
information appearing in the Prospectus, to which reference is made.
GENERAL
The Offered Bonds will be issued under a supplemental indenture dated as of
January 1, 1994, will be limited in principal amount to $100,000,000, will bear
interest from January 15, 1994 at the rate of 7% per annum and will mature on
January 15, 2024. Interest will be payable semi-annually in arrears on January
15 and July 15 of each year, commencing July 15, 1994.
S-3
<PAGE>
The Offered Bonds will be issued upon the basis of Bonds previously retired.
See "Description of New Bonds--Issuance of Additional Bonds" in the
accompanying Prospectus.
REDEMPTION PROVISIONS
The Offered Bonds are not redeemable prior to January 15, 2004. On or after
that date, the Offered Bonds are redeemable at the option of the Company, in
whole or in part, at any time, on not less than 30 days' or more than 60 days'
notice at the general redemption prices set forth below:
<TABLE>
<CAPTION>
IF REDEEMED DURING
TWELVE-MONTH GENERAL
PERIOD BEGINNING REDEMPTION
JANUARY 15, PRICE (%)
- ------------------ ----------
<S> <C>
2004 103.41
2005 103.06
2006 102.72
2007 102.38
2008 102.04
2009 101.70
2010 101.36
2011 101.02
2012 100.68
2013 100.34
</TABLE>
<TABLE>
<CAPTION>
IF REDEEMED DURING
TWELVE-MONTH GENERAL
PERIOD BEGINNING REDEMPTION
JANUARY 15, PRICE (%)
- ------------------ ----------
<S> <C>
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
2023 100.00
</TABLE>
in each case together with accrued interest to the date fixed for redemption.
BOOK-ENTRY SECURITIES
Except under the circumstances described below, the Offered Bonds will be
issued in the form of a single fully registered bond that will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York
("DTC"), or such other depository as may be subsequently designated, and
registered in the name of DTC or its Securities Depository Nominee, Cede & Co.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
direct Participant, either directly or indirectly. The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
S-4
<PAGE>
So long as DTC, or its nominee, is the registered owner of the Offered Bonds,
DTC or such nominee, as the case may be, will be considered the sole holder of
the Offered Bonds for all purposes under the Mortgage. Payments of principal of
and any interest on the Offered Bonds will be made to
DTC or its nominee, as the case may be, as the holder of the Offered Bonds.
Except as set forth below, owners of beneficial interests in the Offered Bonds
will not be entitled to have any of the individual Offered Bonds registered in
their names, will not receive or be entitled to receive physical delivery of
any such Offered Bonds and will not be considered the holders thereof under the
Mortgage, including, without limitation, for purposes of consenting to any
amendment or supplement to the Mortgage.
If DTC is at any time unwilling or unable to continue as depository and a
successor depository is not appointed, the Company will issue individual
registered Offered Bonds in exchange for the Offered Bonds held by DTC. In
addition, the Company may at any time and in its sole discretion determine not
to have the Offered Bonds held by DTC and, in such event, will issue individual
registered Offered Bonds in exchange for the Offered Bonds held by DTC. In any
such instance, an owner of a beneficial interest in the Offered Bonds will be
entitled to physical delivery of individual Offered Bonds equal in principal
amount to its beneficial interest and to have such Offered Bonds registered in
its name. Individual Offered Bonds so issued will be issued as registered
Offered Bonds in denominations, unless otherwise specified by the Company, of
$1,000 and integral multiples thereof.
Upon the issuance of the Offered Bonds, DTC will credit, on its book-entry
registration and transfer system, the respective principal amounts of
beneficial interests to the accounts of Participants. The account to be
credited will initially be designated by the Underwriters or the Company.
Ownership of beneficial interests in the Offered Bonds will be limited to
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in the Offered Bonds will be shown on, and the transfer
of that ownership will be effected only through, records maintained by DTC
(with respect to the Participants' interests) or by Participants or persons
that hold through Participants (with respect to persons other than
Participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities. Such limits and such laws
may impair the ability to transfer beneficial interests in the Offered Bonds.
DTC, upon receipt of any payment of principal or interest in respect of the
Offered Bonds, will credit immediately Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Offered Bonds as shown on the records of DTC. Payments by
Participants to owners of beneficial interests in the Offered Bonds will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
"street name," and will be the responsibility of such Participants and not of
DTC, the Company, or any agent for payment, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to DTC is the responsibility of the Company or any agent
for payment, disbursement of such payments to Participants shall be the
responsibility of DTC, and disbursement of such payments to the owners of
beneficial interests in the Offered Bonds shall be the responsibility of
Participants.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but
the Company takes no responsibility for the accuracy thereof.
THE COMPANY, THE TRUSTEE, THE UNDERWRITERS AND ANY AGENT FOR PAYMENT ON OR
REGISTRATION OF TRANSFER OR EXCHANGE OF THE OFFERED BONDS WILL NOT HAVE ANY
RESPONSIBILITY OR LIABILITY FOR ANY OF THE RECORDS RELATING TO OR PAYMENTS MADE
ON ACCOUNT OF INTERESTS IN ANY OF THE OFFERED BONDS OR FOR MAINTAINING,
SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH INTERESTS.
S-5
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, Salomon Brothers Inc, Goldman, Sachs & Co.,
Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated
(the "Underwriters") have severally agreed to purchase, and the Company has
agreed to sell to the Underwriters, the Offered Bonds as set forth below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
OFFERED
UNDERWRITERS BONDS
------------ ------------
<S> <C>
Salomon Brothers Inc........................................ $ 25,000,000
Goldman, Sachs & Co......................................... 25,000,000
Lehman Brothers Inc......................................... 25,000,000
Merrill Lynch, Pierce, Fenner & Smith,
Incorporated....................................... 25,000,000
------------
Total................................................... $100,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Offered Bonds is subject to the approval
of certain legal matters by its counsel and to certain other conditions. The
Underwriters are committed to take and pay for all of the Offered Bonds if any
are taken.
The Underwriters propose to offer part of the Offered Bonds directly to the
public at the public offering price set forth on the cover page hereof, and
part to certain dealers at a price that represents a concession not in excess
of .500% of the principal amount of the Offered Bonds. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of .250% of the
principal amount of the Offered Bonds to certain other dealers.
The Company has been advised by the Underwriters that they presently intend
to make a market in the Offered Bonds, as permitted by applicable laws and
regulations. The Underwriters are not obligated, however, to make a market in
the Offered Bonds and any such market making may be discontinued at any time at
the sole discretion of the Underwriters. Accordingly, no assurance can be given
as to the liquidity of, or trading markets for, the Offered Bonds.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933, as
amended.
S-6
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PRO-
SPECTUS OR THIS PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THE
PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMA-
TION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF THE PROSPECTUS
AND THIS PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIR-
CUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE THEREOF OR HEREOF. THE PROSPECTUS AND THIS PRO-
SPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Selected Information....................................................... S-2
Use of Proceeds............................................................ S-3
Recent Developments........................................................ S-3
Description of Offered Bonds............................................... S-3
Underwriting............................................................... S-6
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of New Bonds................................................... 3
Experts.................................................................... 6
Legal Opinions............................................................. 6
Plan of Distribution....................................................... 7
</TABLE>
$100,000,000
UNION ELECTRIC COMPANY
FIRST MORTGAGE BONDS, 7% SERIES DUE 2024
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
PROSPECTUS SUPPLEMENT
DATED JANUARY 12, 1994
