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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER 1-2967
UNION ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0559760
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (314) 621-3222
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $5 par value New York Stock Exchange
Preferred Stock, without par value (entitled to cumulative dividends):
Stated value $100 per share - }
$7.44 Series $4.50 Series } New York Stock Exchange
$6.40 Series $4.00 Series }
$4.56 Series $3.50 Series }
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any agreement to this
Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates as of March 9,
1994, based on closing prices most recently available as reported in The Wall
Street Journal (excluding Preferred Stock for which quotes are not publicly
available): $3,831,643,261.
Shares of Common Stock, $5 par value, outstanding as of March 9, 1994:
102,123,834 shares (excluding 42,990 treasury shares).
Documents Incorporated by References.
Portions of the registrant's 1993 Annual Report to Stockholders (the "1993
Annual Report") are incorporated by reference into Parts I, II and IV.
Portions of the registrant's definitive proxy statement for the 1994 annual
meeting are incorporated by reference into Part III.
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<PAGE>
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PART I Page
----
<S> <C> <C>
Item 1 - Business
General........................................................ 1
Construction Program and Financing............................. 1
Rates.......................................................... 2
Fuel Supply.................................................... 2
Regulation..................................................... 3
Industry Issues................................................ 4
Operating Statistics/1/........................................ 5
Other Statistical Information.................................. 5
Item 2 - Properties....................................................... 6
Item 3 - Legal Proceedings................................................ 7
Item 4 - Submission of Matters to a Vote of Security Holders/2/
Executive Officers of the Registrant (Item 401(b) of Regulation S-K)....... 8
PART II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters/1/......................................... 10
Item 6 - Selected Financial Data/1/....................................... 10
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations/1/................................... 10
Item 8 - Financial Statements and Supplementary Data/1/................... 10
Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure/2/
PART III
Item 10 - Directors and Executive Officers of the Registrant/1/............ 11
Item 11 - Executive Compensation/1/........................................ 11
Item 12 - Security Ownership of Certain Beneficial Owners
and Management/1/.............................................. 11
Item 13 - Certain Relationships and Related Transactions/1/................ 11
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K....................................................... 12
SIGNATURES................................................................. 23
EXHIBITS................................................................... 24
</TABLE>
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/1/ Incorporated herein by reference.
/2/ Not applicable and not included herein.
<PAGE>
PART I
ITEM 1. BUSINESS.
GENERAL
The registrant, Union Electric Company (the "Company"), incorporated in
Missouri in 1922, is successor to a number of companies, the oldest of which
was organized in 1881. The Company, which is the largest electric utility in
the State of Missouri, 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.
For the year 1993, 95.2% of total operating revenues was derived from
the sale of electric energy and 4.8% from the sale of natural gas. Electric
operating revenues as a percentage of total operating revenues for the years
1989, 1990, 1991, and 1992 were 96%, 95.9%, 95.7%, and 95.7% respectively.
The Company employed 6,417 persons at December 31, 1993. Approximately
70% of the Company's employees are represented by local unions affiliated with
the AFL-CIO. Labor agreements representing approximately 4,400 employees will
expire in 1996. One agreement covering 107 employees expires in 1994, and one
agreement covering 21 employees will expire in 1997.
CONSTRUCTION PROGRAM AND FINANCING
The Company is engaged in a construction program under which
expenditures averaging approximately $310 million are anticipated during each
of the next five years. Capital expenditures for compliance with the Clean Air
Act Amendments of 1990 are included in the construction program -- also see
"Regulation", below. The Company does not anticipate a need for additional
electric generating capacity before the year 2000.
During the five-year period ended 1993 gross additions to the property
of the Company, including allowance for funds used during construction and
excluding nuclear fuel, were approximately $1.2 billion (including $266 million
in 1993) and property retirements were $190 million.
In addition to the funds required for construction during the 1994-1998
period, $174 million will be required to repay long-term debt and preferred
stock as follows: $31 million in 1994, $38 million in 1995, $60 million in
1996, and $45 million in 1997. Amounts for years subsequent to 1994 do not
include nuclear fuel lease payments since the amounts of such payments are not
currently determinable.
For information on the Company's external cash sources, see "Liquidity
and Capital Resources" under "Management's Discussion and Analysis" on Page 18
of the 1993 Annual Report pages incorporated herein by reference.
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Financing Restrictions. Under the most restrictive earnings test
contained in the Company's principal Indenture of Mortgage and Deed of Trust
("Mortgage") relating to its First Mortgage Bonds ("Bonds"), no Bonds may be
issued (except in certain refunding operations) unless the Company's net
earnings available for interest after depreciation for 12 consecutive months
within the 15 months preceding such issuance are at least two times annual
interest charges on all Bonds and prior lien bonds then outstanding and to be
issued (all calculated as provided in the Mortgage). Such ratio for the 12
months ended December 31, 1993 was 6.3, which would permit the Company to issue
an additional $2.9 billion of Bonds (7% annual interest rate assumed).
Additionally, the Mortgage permits issuance of new bonds up to (a) 60% of
defined property additions, or (b) the amount of previous bonds retired or to
be retired, or (c) the amount of cash put up for such purpose. At December 31,
1993, the aggregate amount of Bonds issuable under (a) and (b) above was
approximately $1.5 billion. The Company's Articles of Incorporation restrict
the Company from selling Preferred Stock unless its net earnings for a period
of 12 consecutive months within 15 months preceding such sale are at least two
and one-half times the annual dividend requirements on its Preferred Stock then
outstanding and to be issued. Such ratio for the 12 months ended December 31,
1993 was 22.0, which would permit the Company to issue an additional $1.5
billion stated value of Preferred Stock (7% annual dividend rate assumed).
Certain other financing arrangements require the Company to obtain prior
consents to various actions by the Company, including any future borrowings,
except for permitted financings such as borrowings under revolving credit
agreements, the nuclear fuel lease, unsecured short-term borrowings (subject to
certain conditions), and the issuance of additional Bonds.
RATES
For the year 1993, approximately 89%, 8%, and 3% of the Company's
electric operating revenues were based on rates regulated by Missouri Public
Service Commission, Illinois Commerce Commission, and the Federal Energy
Regulatory Commission ("FERC") of the Department of Energy, respectively.
For additional information on rates, see the penultimate paragraph of
Note 10 to the "Notes to Financial Statements" on Page 32 of the 1993 Annual
Report pages incorporated herein by reference.
FUEL SUPPLY
<TABLE>
<CAPTION>
Cost of Fuels Year
- ------------- ------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Per Million BTU - Coal 153.284c 150.941c 151.926c 155.222c 152.905c
- Nuclear 56.848c 61.818c 79.043c 79.730c 78.045c
- System 126.362c 126.711c 130.117c 135.973c 133.141c
Per kWh of Steam Generation 1.331c 1.310c 1.348c 1.392c 1.356c
</TABLE>
Coal. Because of uncertainties of supply due to potential work
stoppages, equipment breakdowns and other factors, the Company has a policy of
maintaining a coal inventory of 75 days, based on normal annual burn practices.
See "Regulation" for additional reference to the Company's coal requirements.
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Nuclear. The components of the nuclear fuel cycle required for nuclear
generating units are as follows: (1) uranium; (2) conversion of uranium into
uranium hexafluoride; (3) enrichment of uranium hexafluoride; (4) conversion of
enriched uranium hexafluoride into uranium dioxide and the fabrication into
nuclear fuel assemblies; and (5) disposal and/or reprocessing of spent nuclear
fuel.
The Company has contracts to fulfill its needs for uranium, enrichment,
and fabrication services through 2002. The Company's contract for conversion
services is sufficient to supply the Callaway Plant through 1995. Additional
contracts will have to be entered into in order to supply nuclear fuel during
the remainder of the estimated life of the Plant, at prices which cannot now be
accurately predicted. The Callaway Plant normally requires re-fueling at 18-
month intervals and re-fuelings are presently scheduled for the spring of 1995
and fall of 1996.
Under the Nuclear Waste Policy Act of 1982, the U. S. Department of
Energy (DOE) is responsible for the permanent storage and disposal of spent
nuclear fuel. DOE currently charges one mill per kilowatt-hour sold for future
disposal of spent fuel. Electric rates charged to customers provide for
recovery of such costs. DOE is not expected to have its permanent storage
facility for spent fuel available until at least 2010. The Company has
sufficient storage capacity at the Callaway Plant site until 2004 and has
viable storage alternatives under consideration that would provide additional
storage facilities. Each alternative will likely require Nuclear Regulatory
Commission approval and may require other regulatory approvals. The delayed
availability of DOE's disposal facility is not expected to adversely affect the
continued operation of the Callaway Plant.
Oil and Gas. The actual and prospective use of such fuels is minimal,
and the Company has not experienced and does not expect to experience
difficulty in obtaining adequate supplies.
REGULATION
The Company is subject to regulation by the Missouri Commission and
Illinois Commission as to rates, service, accounts, issuance of equity
securities, issuance of debt having a maturity of more than twelve months, and
various other matters. The Company is also subject to regulation by the FERC
as to rates and charges in connection with the transmission of electric energy
in interstate commerce and the sale of such energy at wholesale in interstate
commerce, and certain other matters. Authorization to issue debt having a
maturity of twelve months or less is obtained from the FERC.
Operation of the Company's Callaway Plant is subject to regulation by the
Nuclear Regulatory Commission. The Company's Facility Operating License for
the Callaway Plant expires on October 18, 2024.
The Company's Osage hydroelectric plant and its Taum Sauk pumped-storage
hydro plant, as licensed projects under the Federal Power Act, are subject to
certain federal regulations affecting, among other things, the general
operation and maintenance of the projects. The Company's license for the Osage
Plant expires on February 28, 2006, and its license for the Taum Sauk Plant
expires on June 30, 2010. The Company's Keokuk Plant and dam located in the
Mississippi River between Hamilton, Illinois and Keokuk, Iowa, are operated
under authority, unlimited in time, granted by an Act of Congress in 1905.
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<PAGE>
The Company is exempt from the provisions of the Public Utility Holding
Company Act of 1935, except Section 9(a)(2) relating to the acquisition of
securities of other public utility companies and Section 11(b)(2) with respect
to concluding matters relating to the 1974 acquisition of the common stock of a
former subsidiary. When the Securities and Exchange Commission approved such
acquisition it reserved jurisdiction to pass upon the right of the Company to
retain its gas properties.
The Company is regulated, in certain of its operations, by air and water
pollution and hazardous waste regulations at the city, county, state and
federal levels. The Company is in substantial compliance with such existing
regulations.
Under the Clean Air Act Amendments of 1990, the Company is required to
reduce total annual emissions of sulfur dioxide by approximately two-thirds by
the year 2000. Significant reductions in nitrogen oxide will also be required.
With switching to low-sulfur coal and early banking of emission credits, the
Company anticipates that it can comply with the requirements of the law with no
significant increase in revenue needs because the related capital costs,
currently estimated at about $300 million, will be largely offset by lower fuel
costs. The Company's Clean Air Act compliance program is subject to approval
by regulatory authorities.
As of December 31, 1993, the Company was designated a potentially
responsible party (PRP) by federal and state environmental protection agencies
for five hazardous waste sites. Other hazardous waste sites have been
identified for which the Company may be responsible but has not been designated
a PRP. The Company is presently investigating the remedial costs that will be
required for all of these sites. Such costs are not expected to have a
material adverse effect on the Company's financial position.
Other aspects of the Company's business are subject to the jurisdiction
of various regulatory authorities.
INDUSTRY ISSUES
The Company is facing issues common to the electric and gas utility
industries which have emerged during the past several years. These issues
include: changes in the structure of the industry as a result of amendments to
federal laws regulating ownership of generating facilities and access to
transmission systems; continually developing environmental laws, regulations
and issues; public concern about the siting of new facilities; increasing
public attention on the potential public health consequences of exposure to
electric and magnetic fields emanating from power lines and other electric
sources; proposals for demand side management programs; and public concerns
about the disposal of nuclear wastes and about global climate issues. The
Company is monitoring these issues and is unable to predict at this time what
impact, if any, these issues will have on its operations or financial
condition.
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<PAGE>
OPERATING STATISTICS
The information on Page 33 in the Company's 1993 Annual Report is
incorporated herein by reference.
OTHER STATISTICAL INFORMATION
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
------ ------ ------ -------- --------
<S> <C> <C> <C> <C> <C>
KILOWATTHOUR OUTPUT (in millions)
Fossil fuel generation........... 19,582 21,266 22,144 22,882 23,043
Nuclear generation............... 8,381 8,084 9,979 7,998 8,344
Hydro generation................. 1,971 1,509 1,148 1,610 1,042
Purchased from Electric
Energy, Inc..................... 673 527 465 466 236
Net interchange and
other purchases................. 3,360 1,819 194 ( 259) ( 127)
------ ------ ------ ------ ------
Total Output................... 33,967 33,205 33,930 32,697 32,538
Less line losses and system use.. 2,389 2,300 2,320 2,252 2,392
------ ------ ------ ------ ------
KilowattHour Sales............. 31,578 30,905 31,610 30,445 30,146
====== ====== ====== ====== ======
- - - - - - - - - - - - - - -
Common Stock dividends
as a percentage
of earnings..................... 84 80 72 77 77
</TABLE>
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ITEM 2. PROPERTIES.
The following table sets forth information with respect to the Company's
generating facilities and capability at the time of the expected 1994 peak.
<TABLE>
<CAPTION>
Gross Kilowatt
Energy Installed
Source Plant Location Capability
------ ----- -------- --------------
<S> <C> <C> <C>
Coal Labadie Franklin County, Mo. 2,340,000
Rush Island Jefferson County, Mo. 1,212,000
Sioux St. Charles County, Mo. 990,000
Meramec St. Louis County, Mo. 925,000
---------
Total Coal 5,467,000
Nuclear Callaway Callaway County, Mo. 1,170,000
Hydro Osage Lakeside, Mo. 212,000
Keokuk Keokuk, Ia. 119,000
---------
Total Hydro 331,000
Oil and Venice Venice, Ill. 456,000
Natural Other Various 379,000
Gas ---------
Total Oil and
Natural Gas 835,000
Pumped-
storage Taum Sauk Reynolds County, Mo. 350,000
---------
TOTAL 8,153,000
=========
</TABLE>
In planning its construction program, the Company is presently utilizing
a forecast of kilowatthour sales growth of approximately 1.8% and peak load
growth of 1.0%, each compounded annually, and is providing for a minimum
reserve margin of approximately 18% to 20% above its anticipated peak load
requirements.
See "Operating Statistics", incorporated by reference in Part I of this
Form 10-K, for information on loads and capability during the five-year period
ended 1993.
See "Liquidity and Capital Resources" under "Management's Discussion and
Analysis" on Pages 17 and 18 of the 1993 Annual Report pages incorporated
herein by reference for information on the 1992 purchase and sale of certain
properties.
The Company is a member of one of the nine regional electric reliability
councils organized for coordinating the planning and operation of the nation's
bulk power supply - MAIN (Mid-America Interconnected Network) operating
primarily in Wisconsin, Illinois and Missouri. The Company has
interconnections for the exchange of power, directly and through the facilities
of
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<PAGE>
others, with fifteen private utilities and with Associated Electric
Cooperative, Inc., the City of Columbia, Missouri, the Southwestern Power
Administration and the Tennessee Valley Authority.
The Company owns 40% of the capital stock of Electric Energy, Inc.
("EEI"), the balance of which is held by three other sponsoring companies --
Kentucky Utilities Company ("KU"), Central Illinois Public Service ("CIPS"),
and Illinois Power Company ("IP"). EEI owns and operates a generating plant
with a nominal capacity of 1,000 mW. As of January 1, 1994, 60% of the plant's
output is committed to the Paducah Project of the DOE, 20% is committed to KU,
10% to the Company, and 5% each to IP and CIPS.
As of December 31, 1993, the Company owned approximately 3,297 circuit
miles of electric transmission lines and 731 substations with a transformer
capacity of approximately 44,324,000 kVA. The Company owns four propane-air
plants with an aggregate daily natural gas equivalent capacity of 31,590
million cubic feet and 2,599 miles of gas mains. Other properties of the
Company include distribution lines, underground cable, steam distribution
facilities in Jefferson City, Missouri and office buildings, warehouses,
garages and repair shops.
The Company has fee title to all principal plants and other important
units of property, or to the real property on which such facilities are located
(subject to mortgage liens securing outstanding indebtedness of the Company and
to permitted liens and judgment liens, as defined), except that (i) a portion
of the Osage Plant reservoir, certain facilities at the Sioux Plant, certain of
the Company's substations and most of its transmission and distribution lines
and gas mains are situated on lands occupied under leases, easements,
franchises, licenses or permits; (ii) the United States and/or the State of
Missouri own, or have or may have, paramount rights to certain lands lying in
the bed of the Osage River or located between the inner and outer harbor lines
of the Mississippi River, on which certain generating and other properties of
the Company are located; and (iii) the United States and/or State of Illinois
and/or State of Iowa and/or City of Keokuk, Iowa own, or have or may have,
paramount rights with respect to, certain lands lying in the bed of the
Mississippi River on which a portion of the Company's Keokuk Plant is located.
Substantially all of the Company's property and plant is subject to the
direct first lien of an Indenture of Mortgage and Deed of Trust dated June 15,
1937, as amended and supplemented. As part of the 1983 merger of the Company
with its utility subsidiaries, the Company assumed the mortgage indenture of
each subsidiary. Currently, the prior liens of two former subsidiary
indentures extend to the property and franchises acquired by the Company from
such subsidiaries. Such indentures also contain provisions subjecting to the
prior lien thereof after-acquired property of the Company constituting (with
certain exceptions) additions, extensions, improvements, repairs, and
replacements appurtenant to property acquired in the merger. In addition, one
such indenture contains a provision subjecting to the prior lien thereof after-
acquired property of the Company situated in the territory served by the former
subsidiary prior to the merger.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in legal and administrative proceedings before
various courts and agencies with respect to matters arising in the ordinary
course of business, some of which involve substantial amounts. Management is
of the opinion that the final disposition of these proceedings will not have a
material adverse effect on the Company's financial position.
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<PAGE>
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(b) OF REGULATION
S-K:
<TABLE>
<CAPTION>
Date First
Age At Elected or
Name 12/31/93 Present Position Appointed
---- -------- ---------------- ----------
<S> <C> <C> <C>
Charles W. Mueller 55 President 7/1/93
Chief Executive Officer 1/1/94
and Director 6/11/93
Donald E. Brandt 39 Senior Vice President 7/1/88
Charles A. Bremer 49 Senior Vice President 7/1/88
Robert O. Piening 56 Senior Vice President 7/1/88
Donald F. Schnell 61 Senior Vice President 7/1/88
Charles J. Schukai 59 Senior Vice President 7/1/88
M. Patricia Barrett 56 Vice President 3/1/91
James J. Beisman 60 Vice President 4/24/84
Donald W. Capone 58 Vice President 7/1/88
William J. Carr 56 Vice President 10/1/88
William E. Jaudes 56 Vice President and 4/23/85
General Counsel 4/22/80
R. Alan Kelley 41 Vice President 7/1/88
Herbert W. Loeh 61 Vice President 4/24/84
Michael J. Montana 47 Vice President 7/1/88
Gary L. Rainwater 47 Vice President 7/1/93
Garry L. Randolph 45 Vice President 3/1/91
William A. Sanford 60 Vice President 10/6/78
Robert J. Schukai 55 Vice President 7/1/88
William C. Shores 55 Vice President 7/1/88
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Date First
Age At Elected or
Name 12/31/93 Present Position Appointed
---- -------- ---------------- ----------
<S> <C> <C> <C>
Jerrel D. Smith 63 Vice President 7/1/88
Ronald C. Zdellar 49 Vice President 7/1/88
Joseph M. Pfeifer 59 Controller 7/1/88
James C. Thompson 54 Secretary 12/1/82
Jerre E. Birdsong 39 Treasurer 7/1/93
</TABLE>
All officers are elected or appointed annually by the Board of Directors
following the election of such Board at the annual meeting of stockholders held
in April. There are no family relationships between the foregoing officers of
the Company except that Charles J. Schukai and Robert J. Schukai are brothers.
Each of the above-named executive officers has been employed by the Company for
more than five years in executive or management positions.
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<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Information required to be reported by this item is included on page 37 of
the 1993 Annual Report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information for the 1989-1993 period required to be reported by this item
is included on pages 34 and 35 of the 1993 Annual Report and is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required to be reported by this item is included on pages 16,
17 and 18 of the 1993 Annual Report and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of the Company on pages 20 through 32, the
report thereon of Price Waterhouse appearing on page 19 and the Selected
Quarterly Information on page 18 of the 1993 Annual Report are incorporated
herein by reference.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Any information concerning directors required to be reported by this item
is included under "Item (1): Election of Directors" in the Company's 1994
definitive proxy statement filed pursuant to Regulation 14A and is incorporated
herein by reference.
Information concerning executive officers required by this item is
reported in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Any information required to be reported by this item is included under
"Compensation" in the Company's 1994 definitive proxy statement filed pursuant
to Regulation 14A and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Any information required to be reported by this item is included under
"Security Ownership of Management" in the Company's 1994 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Any information required to be reported by this item is included under
"Item (1): Election of Directors" in the Company's 1994 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. Financial Statements: *
<TABLE>
<CAPTION>
Page From 1993
Annual Report
--------------
<S> <C>
Report of Independent Accountants................................ 19
Statement of Income - Years 1993, 1992 and 1991.................. 20
Statement of Cash Flows - Years 1993, 1992, and 1991............. 21
Balance Sheet - December 31, 1993 and 1992....................... 22
Long-Term Debt - December 31, 1993 and 1992...................... 24
Preferred Stock - December 31, 1993 and 1992..................... 25
Statement of Retained Earnings - Years 1993, 1992, and 1991...... 26
Statement of Other Paid-in Capital - Years 1993, 1992, and 1991.. 26
Notes to Financial Statements.................................... 27
</TABLE>
*Incorporated by reference from the indicated pages of the 1993
Annual Report
2. Financial Statement Schedules:
The following schedules, for the years ended December 31, 1993, 1992,
and 1991, should be read in conjunction with the aforementioned
financial statements (schedules not included have been omitted because
they are not applicable or the required data is shown in the
aforementioned financial statements).
<TABLE>
<CAPTION>
Pages Herein
------------
<S> <C>
Report of Independent Accountants on Financial
Statement Schedules...................................... 13
Property, Plant and Equipment (Schedule V)................ 14
Accumulated Depreciation, Depletion and Amortization of
Property Plant and Equipment (Schedule VI)............... 19
Valuation and Qualifying Accounts (Schedule VIII)......... 22
</TABLE>
3. Exhibits: See EXHIBITS, Page 24
(b) Reports on Form 8-K. None
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
ON FINANCIAL STATEMENT SCHEDULES
--------------------------------
To the Board of Directors
of Union Electric Company
Our audits of the financial statements referred to in our report dated
February 2, 1994 appearing on page 19 of the 1993 Annual Report to
Stockholders of Union Electric Company (which report and financial
statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial Statement Schedules
listed in Item 14(a) of this Form 10-K. In our opinion, these
Financial Statement Schedules present fairly, in all material respects,
the information set forth therein when read in conjunction with the
related financial statements.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
February 2, 1994
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<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
-------------- -------------- ------------ ----------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Utility properties
Electric
Tangible
Plant in Service
Steam production - nuclear $3,170,695,412 $ 68,771,856 $ 9,436,019 $3,230,031,249
- fossil 1,509,261,860 80,681,927 11,488,513 1,578,455,274
Hydraulic production 79,536,054 6,396,399 505,924 85,426,529
Pumped storage production 47,056,488 20,654 2,528 47,074,614
Internal combustion production 41,765,954 109,752 41,875,706
Transmission 387,511,875 3,071,663 1,548,210 389,035,328
Distribution 2,058,669,180 122,754,362 17,654,622 2,163,768,920
General 359,443,868 23,458,032 5,554,585 377,347,315
Construction work in progress 131,581,139 13,366,597 144,947,736
Nuclear Fuel 100,098,274 1,166,889 101,265,163
Settlement of uranium litigation (2,481,311) (4,175,812) (2,600,303) (4,056,820)
Plant held for future use 3,575,699 (97,953) 3,477,746
-------------- ------------ --------------
Total 7,886,714,492 315,524,366 43,590,098 8,158,648,760
Intangible 162,009 162,009
Electric plant acquisition adjustments 31,794,574 31,794,574
-------------- --------------
Total 7,918,671,075 315,524,366 43,590,098 8,190,605,343
Steam Heating
Tangible
Plant in service
Production 838,724 38 2,736 836,026
Distribution 148,544 (9,352) 297 138,895
General 7,083 - 7,083
-------------- ------------ --------------
Total 994,351 (9,314) 3,033 982,004
Gas
Tangible
Plant in service
Production 3,315,011 3,749 3,318,760
Transmission 8,023,837 82,877 1,940 8,104,774
Distribution 119,455,966 10,870,865 656,137 129,670,694
General 8,000,033 261,603 189,229 8,072,407
Construction work in progress 1,554,634 210,580 1,765,214
-------------- ------------ --------------
Total 140,349,481 11,429,674 847,306 150,931,849
Intangible 16,113 16,113
-------------- --------------
Total 140,365,594 11,429,674 847,306 150,947,962
Total utility properties 8,060,031,020 326,944,726 44,440,437 8,342,535,309
Non-utility properties 2,043,058 59,293 172,894 1,929,457
-------------- ------------ ----------- --------------
Total property, plant and
equipment $8,062,074,078 $327,004,019 $44,613,331 $8,344,464,766
============== ============ =========== ==============
</TABLE>
-14-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
-------------- -------------- ------------ ----------- -------------- --------------
(Note a) (Note b)
<S> <C> <C> <C> <C> <C>
Utility properties
Electric
Tangible
Plant in Service
Steam production - nuclear $3,102,218,802 $ 67,953,292 $ (523,318) $ $3,170,695,412
- fossil 1,462,662,377 48,892,797 2,293,314 1,509,261,860
Hydraulic production 74,568,374 5,077,588 109,908 79,536,054
Pumped storage production 47,012,501 43,987 47,056,488
Internal combustion production 41,750,260 17,049 1,355 41,765,954
Transmission 381,158,465 3,311,667 607,330 3,649,073 387,511,875
Distribution 1,961,141,126 120,294,446 65,470,390 42,703,998 2,058,669,180
General 314,248,918 54,933,708 10,456,441 717,683 359,443,868
Construction work in progress 128,972,686 3,605,458 997,005 131,581,139
Nuclear Fuel 90,258,053 9,840,221 100,098,274
Settlement of uranium litigation (4,388,328) (786,524) (2,693,541) (2,481,311)
Plant held for future use 3,003,617 572,082 3,575,699
-------------- ------------ ----------- -------------- --------------
Total 7,602,606,851 313,755,771 76,718,884 47,070,754 7,886,714,492
Intangible 161,316 693 162,009
Electric plant acquisition adjustments 57,431 31,737,143 31,794,574
-------------- ------------ ----------- -------------- --------------
Total 7,602,825,598 313,755,771 76,718,884 78,808,590 7,918,671,075
Steam Heating
Tangible
Plant in service
Production 798,687 40,037 838,724
Distribution 148,544 148,544
General 935 6,148 7,083
Construction work in progress 38,057 (38,057)
-------------- ------------ --------------
Total 986,223 8,128 994,351
Gas
Tangible
Plant in service
Production 3,304,552 10,459 3,315,011
Transmission 7,773,883 251,421 1,467 8,023,837
Distribution 111,963,290 8,127,065 634,389 119,455,966
General 6,995,296 1,268,767 264,030 8,000,033
Construction work in progress 1,050,691 503,943 1,554,634
-------------- ------------ ----------- --------------
Total 131,087,712 10,161,655 899,886 140,349,481
Intangible 16,113 16,113
-------------- ------------ ----------- --------------
Total 131,103,825 10,161,655 899,886 140,365,594
</TABLE>
(Continued on following page)
-15-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
- -------------------------------------------------------- -------------- -------------- ------------ ------------- ------------
(Note a) (Note b)
<S> <C> <C> <C> <C> <C>
Utility properties (Continued)
Water
Tangible
Plant in service
Source of supply $ 705,580 $ 707 $ 706,287 $ $
Pumping 516,272 33 516,305
Water treatment 4,305,018 3,218 4,308,236
Distribution 10,167,518 222,201 10,389,719
General 203,921 1,688 205,609
Construction work in progress 134,221 (91,721) 42,500
-------------- ------------ ----------- --------------
Total 16,032,530 136,126 16,168,656
-------------- ------------ ----------- ----------- --------------
Total utility properties 7,750,948,176 324,061,680 93,787,426 78,808,590 8,060,031,020
Non-utility properties 1,739,939 303,119 2,043,058
-------------- ------------ ----------- ----------- --------------
Total property, plant and equipment $7,752,688,115 $324,364,799 $93,787,426 $78,808,590 $8,062,074,078
============== ============ =========== =========== ==============
</TABLE>
Notes:
(a) Includes $58,027,040 property, plant and equipment related to Iowa and
northern Illinois electric properties sold by the registrant in December,
1992.
(b) Reflects Missouri retail electric properties of Arkansas Power & Light
Company purchased by the registrant in March, 1992.
-16-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
-------------- -------------- ------------ ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Utility properties
Electric
Tangible
Plant in Service
Steam production - nuclear $3,094,353,470 $ 7,702,850 $ (162,482) $3,102,218,802
- fossil 1,425,379,802 41,317,274 4,034,699 1,462,662,377
Hydraulic production 74,162,004 621,065 214,695 74,568,374
Pumped storage production 47,082,603 9,651 79,753 47,012,501
Internal combustion production 41,727,782 40,240 17,762 41,750,260
Transmission 377,970,150 4,271,553 1,083,238 381,158,465
Distribution 1,878,005,858 95,819,951 12,684,683 1,961,141,126
General 297,576,309 27,296,281 10,623,672 314,248,918
Construction work in progress 79,522,762 49,449,924 128,972,686
Nuclear Fuel 61,635,597 28,622,456 90,258,053
Settlement of uranium litigation (8,971,602) (3,278,525) (7,861,799) (4,388,328)
Plant held for future use 2,067,406 936,211 3,003,617
-------------- ------------ ------------ ---------------
Total 7,370,512,141 252,808,931 20,714,221 7,602,606,851
Intangible 161,316 161,316
Electric plant acquisition adjustments 57,431 57,431
-------------- ------------ ------------ ---------------
Total 7,370,730,888 252,808,931 20,714,221 7,602,825,598
Steam Heating
Tangible
Plant in service
Production 798,694 (7) 798,687
Distribution 230,585 82,041 148,544
General 935 935
Construction work in progress 19,221 18,836 38,057
-------------- ------------ ------------ ---------------
Total 1,049,435 18,829 82,041 986,223
Gas
Tangible
Plant in service
Production 3,398,931 44,474 138,853 3,304,552
Transmission 7,922,516 (137,070) 11,563 7,773,883
Distribution 104,504,018 8,159,834 700,562 111,963,290
General 6,789,956 575,854 370,514 6,995,296
Construction work in progress 818,000 232,691 1,050,691
-------------- ------------ ------------ ---------------
Total 123,433,421 8,875,783 1,221,492 131,087,712
Intangible 16,113 16,113
-------------- ------------ ------------ ---------------
Total 123,449,534 8,875,783 1,221,492 131,103,825
</TABLE>
(Continued on following page)
-17-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
- -------------- --------------- -------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Utility properties (Continued)
Water
Tangible
Plant in service
Source of supply $ 686,544 $ 19,036 $ $ 705,580
Pumping 499,201 17,071 516,272
Water treatment 4,224,000 81,018 4,305,018
Distribution 9,694,562 490,774 17,818 10,167,518
General 261,045 (40,951) 16,173 203,921
Construction work in progress (3,553) 137,774 134,221
-------------- ------------ ---------- --------------
Total 15,361,799 704,722 33,991 16,032,530
-------------- ------------ ---------- --------------
Total utility properties 7,510,591,656 262,408,265 22,051,745 7,750,948,176
Non-utility properties 1,654,048 94,678 8,787 1,739,939
-------------- ------------ ----------- --------------
Total property, plant and equipment $7,512,245,704 $262,502,943 $22,060,532 $7,752,688,115
============== ============ =========== ==============
</TABLE>
-18-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Additions Balance
beginning charged to costs at end
Classification of period and expenses Retirements Other changes of period
- -------------- --------------- ---------------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C>
(Note)
Utility properties
Electric
Plant in Service
Steam production - nuclear $ 950,993,945 $114,480,737 $ 8,518,171 $1,056,956,511
- fossil 764,026,298 47,379,480 13,427,715 797,978,063
Hydraulic production 37,114,176 931,306 503,069 37,542,413
Pumped storage production 16,582,2 531,947 (4,427) 17,118,663
Internal combustion production 29,643,399 1,668,361 31,311,760
Transmission 141,345,314 7,219,469 1,249,784 147,314,999
Distribution 805,218,005 76,167,490 19,151,468 862,234,027
General 71,271,014 13,539,428 5,066,561 79,743,881
-------------- ------------ ----------- --------------
Total 2,816,194,440 261,918,218 47,912,341 3,030,200,317
Electric Plant Acquisition Adjustments 1,295,892 1,595,484 2,891,376
-------------- ------------ ----------- --------------
Total 2,817,490,332 263,513,702 47,912,341 3,033,091,693
Steam heating 484,601 29,704 3,033 511,272
Gas 42,199,703 4,263,481 1,077,015 45,386,169
-------------- ------------ ----------- --------------
Total utility properties 2,860,174,636 267,806,887 48,992,389 3,078,989,134
Non-utility properties 524,879 10,733 15,745 519,867
-------------- ------------ ----------- --------------
Total $2,860,699,515 $267,817,620 $49,008,134 $3,079,509,001
============== ============ =========== ==============
</TABLE>
Note:
Includes $46,441,378 amortization of nuclear fuel and $9,076,951 principally
reflecting depreciation of transportation and related work equipment
charged to clearing accounts and amortization of electric plant acquisition
adjustments.
-19-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Additions Balance
beginning charged to costs at end
Classification of period and expenses Retirements Other changes of period
-------------- -------------- ---------------- ------------- ------------- --------------
(Note a) (Note b) (Note c)
<S> <C> <C> <C> <C> <C>
Utility properties
Electric
Plant in Service
Steam production - nuclear $ 834,616,960 $115,634,995 $ (741,990) $ $ 950,993,945
- fossil 722,896,343 45,187,050 4,057,095 764,026,298
Hydraulic production 36,332,295 891,683 109,802 37,114,176
Pumped storage production 16,043,664 531,605 (7,020) 16,582,289
Internal combustion production 27,977,045 1,667,709 1,355 29,643,399
Transmission 133,835,861 7,233,871 674,542 950,124 141,345,314
Distribution 753,168,218 74,025,958 36,900,047 14,923,876 805,218,005
General 66,100,794 12,496,969 7,701,494 374,745 71,271,014
-------------- ------------ ----------- ----------- --------------
Total 2,590,971,180 257,669,840 48,695,325 16,248,745 2,816,194,440
Electric Plant Acquisition Adjustments 20,108 1,275,784 1,295,892
-------------- ------------ ----------- ----------- --------------
Total 2,590,991,288 258,945,624 48,695,325 16,248,745 2,817,490,332
Steam heating 455,131 29,470 484,601
Gas 39,220,401 3,966,488 987,186 42,199,703
Water 2,947,321 118,423 3,065,744
-------------- ------------ ----------- ----------- --------------
Total utility properties 2,633,614,141 263,060,005 52,748,255 16,248,745 2,860,174,636
Non-utility properties 522,105 2,774 524,879
-------------- ------------ ----------- ----------- --------------
Total $2,634,136,246 $263,062,779 $52,748,255 $16,248,745 $2,860,699,515
============== ============ =========== =========== ==============
</TABLE>
Notes:
(a) Includes $47,815,755 amortization of nuclear fuel and $7,827,375
principally reflecting depreciation of transportation and related work
equipment charged to clearing accounts and amortization of electric plant
acquisition adjustments.
(b) Includes $24,135,487 accumulated depreciation related to Iowa and northern
Illinois electric properties sold by the registrant in December, 1992.
(c) Reflects accumulated depreciation and amortization on Missouri retail
electric properties of Arkansas Power & Light Company purchased by the
registrant in March, 1992.
-20-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Additions Balance
beginning charged to costs at end
Classification of period and expenses Retirements Other changes of period
-------------- ---------- ---------------- ----------- ------------- ---------
(Note)
<S> <C> <C> <C> <C> <C>
Utility properties
Electric
Plant in Service
Steam production--nuclear $ 695,036,068 $139,470,579 $ (110,313) $ 834,616,960
--fossil 683,952,846 43,728,690 4,785,193 722,896,343
Hydraulic production 35,842,894 816,670 327,269 36,332,295
Pumped storage production 15,591,199 532,232 79,767 16,043,664
Internal combustion production 26,330,755 1,667,312 21,022 27,977,045
Transmission 128,681,002 7,072,203 1,917,344 133,835,861
Distribution 700,522,940 69,165,240 16,519,962 753,168,218
General 65,150,878 11,371,633 10,421,717 66,100,794
-------------- ------------ ----------- --------------
Total 2,351,108,582 273,824,559 33,961,961 2,590,971,180
Electric Plant Acquisition Adjustments 8,624 11,484 20,108
-------------- ------------ ----------- --------------
Total 2,351,117,206 273,836,043 33,961,961 2,590,991,288
Steam heating 507,418 29,754 82,041 455,131
Gas 36,663,491 3,738,412 1,181,502 39,220,401
Water 2,695,066 282,121 29,866 2,947,321
-------------- ------------ ----------- --------------
Total utility properties 2,390,983,181 277,886,330 35,255,370 2,633,614,141
Non-utility properties 530,892 8,787 522,105
-------------- ------------ ----------- --------------
Total $2,391,514,073 $277,886,330 $35,264,157 $2,634,136,246
============== ============ =========== ==============
</TABLE>
Note: Includes $71,964,150 amortization of nuclear fuel and $5,967,364
principally reflecting depreciation of transportation and related work
equipment charged to clearing accounts.
-21-
<PAGE>
UNION ELECTRIC COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
------ ------ ------ ------ ------
Additions
----------------------------
(1) (2)
Balance at Charged to Balance at
beginning costs and Charged to end of
Description of period expenses other accounts Deductions period
----------- ---------- ----------- -------------- ----------- ----------
(Note)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $5,857,615 $10,800,000 $10,463,436 $6,194,179
========== =========== =========== ==========
Year ended December 31, 1992
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $6,232,575 $11,252,000 $11,626,960 $5,857,615
========== =========== =========== ==========
Year ended December 31, 1991
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $5,483,582 $11,980,000 $11,231,007 $6,232,575
========== =========== =========== ==========
</TABLE>
Note: Uncollectible accounts charged off, less recoveries.
-22-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNION ELECTRIC COMPANY
(Registrant)
CHARLES W. MUELLER
President and
Chief Executive Officer
Date March 29, 1994 By /s/ James C. Thompson
------------------------ -------------------------------------
(James C. Thompson, Attorney-in-Fact)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title
--------- -----
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
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
By /s/ James C. Thompson March 29, 1994
----------------------------------------
(James C. Thompson, Attorney-in-Fact)
-23-
<PAGE>
EXHIBITS
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
- ----------- -----------
3(i) - Restated Articles of Incorporation of the Company as filed with
the Secretary of the State of Missouri.
4.6 - Supplemental Indenture dated May 1, 1993, creating First
Mortgage Bonds, 6 3/4% Series due 2008.
4.7 - Supplemental Indenture dated August 1, 1993, creating First
Mortgage Bonds, 7.15% Series due 2023.
4.8 - Supplemental Indenture dated October 1, 1993, creating First
Mortgage Bonds, 5.45% Series due 2028.
4.9 - Supplemental Indenture dated January 1, 1994, creating First
Mortgage Bonds, 7% Series due 2024.
12(a) - Statement re Computation of Ratios of Earnings to Fixed
Charges, 12 Months Ended December 31, 1993.
12(b) - Statement re Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements, 12 Months Ended
December 31, 1993.
13 - Those pages of the 1993 Annual Report incorporated herein
by reference.
23 - Consent of Independent Accountants.
24 - Powers of Attorney.
-24-
<PAGE>
Exhibits Incorporated By Reference
----------------------------------
The following exhibits heretofore have been filed with the Securities and
Exchange Commission pursuant to requirements of the Acts administered by the
Commission. Such exhibits are identified by the references following the
listing of each such exhibit, and they are hereby incorporated herein by
reference under Rule 24 of the Commission's Rules of Practice.
Exhibit No. Description
- ----------- -----------
3(ii) - By-Laws of the Company as amended to June 12, 1992. (1992 Form
10-K, Exhibit 3.4.)
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 - Indenture of Mortgage and Deed of Trust of the Company dated
June 15, 1937, as amended May 1, 1941, and Second Supplemental
Indenture dated May 1, 1941. (Registration No. 2-4940,
Exhibit B-1.)
4.5 - Supplemental Indentures to Mortgage
Dated as of File Reference Exhibit No.
----------- -------------- -----------
April 1, 1965 Form 8-K, April 1965 3
May 1, 1966 2-56062 2.33
March 1, 1967 2-58274 2.9
April 1, 1971 Form 8-K, April 1971 6
February 1, 1974 Form 8-K, February 1974 3
July 7, 1980 2-69821 4.6
May 1, 1990 Form 10-K, 1990 4.6
December 1, 1991 33-45008 4.4
December 4, 1991 33-45008 4.5
January 1, 1992 Form 10-K, 1991 4.6
October 1, 1992 Form 10-K, 1992 4.6
December 1, 1992 Form 10-K, 1992 4.7
February 1, 1993 Form 10-K, 1992 4.8
-25-
<PAGE>
Exhibit No. Description
----------- -----------
4.10 - Indenture of Mortgage and Deed of Trust of Missouri Power & Light
Company dated July 1, 1946 and Supplemental Indentures dated July
1, 1946, November 1, 1949, June 1, 1951, July 1, 1954, December 1,
1959, July 1, 1962, March 1, 1966, April 1, 1967, June 15, 1969,
April 15, 1973, December 1, 1974, May 1, 1976 and July 1, 1979.
(Registration No. 2-87469, Exhibit 4.1.)
4.11 - Fourteenth Supplemental Indenture dated as of December 30, 1983 to
the Mortgage and Deed of Trust dated July 1, 1946, of Missouri
Power & Light Company. (1983 Form 10-K, Exhibit 4.23.)
4.12 - Instrument of Substitution of Individual Trustee dated as of
November 1, 1988 under the Mortgage and Deed of Trust dated July
1, 1946 of Union Electric Company (successor to Missouri Power &
Light Company). (1988 Form 10-K, Exhibit 4.8.)
4.13 - Indenture of Mortgage or Deed of Trust of Missouri Edison Company
dated July 1, 1945 and Supplemental Indentures dated January 1,
1952, June 1, 1961, June 1, 1965, August 1, 1975, September 1,
1976, November 1, 1977, February 1, 1981 and July 1, 1982.
(Registration No. 2-87469, Exhibit 4.2.)
4.14 - Ninth Supplemental Indenture dated as of December 30, 1983 to the
Indenture of Mortgage or Deed of Trust dated as of July 1, 1945 of
Missouri Edison Company. (1983 Form 10-K, Exhibit 4.24.)
4.15 - Instrument of Substitution of Trustee dated as of March 1, 1985
under the Indenture of Mortgage or Deed of Trust dated July 1,
1945 of Union Electric Company (successor to Missouri Edison
Company). (1984 Form 10-K, Exhibit 4.10.)
4.16 - Instrument of Substitution of Trustee dated as of October 14, 1986
under the Indenture of Mortgage or Deed of Trust dated July 1,
1945 of Union Electric Company (successor to Missouri Edison
Company). (September 30, 1986 Form 10-Q, Exhibit 4.2.)
4.17 - Series A Agreement of Sale dated as of June 1, 1984 between the
State Environmental Improvement and Energy Resources Authority of
the State of Missouri and the Company, together with Letter of
Credit and Reimbursement Agreement dated as of June 1, 1984
between Citibank, N.A. and the Company and Series A Trust
Indenture dated as of June 1, 1984 between the Authority and
Mercantile Trust Company National Association, as trustee.
(Registration No. 2-96198, Exhibit 4.25.)
4.18 - Reimbursement Agreement dated as of April 21, 1992 among Swiss
Bank Corporation, various financial institutions, and the Company,
providing for an alternate letter of credit to serve as a source
of payment for bonds issued under the Series A Trust Indenture
dated as of June 1, 1984. (1992 Form 10-K, Exhibit 4.23.)
-26-
<PAGE>
Exhibit No. Description
----------- -----------
4.19 - Series B Agreement of Sale dated as of June 1, 1984 between the
State Environmental Improvement and Energy Resources Authority of
the State of Missouri and the Company, together with Reimbursement
Agreement dated as of June 1, 1984 between Chemical Bank and the
Company and Series B Trust Indenture dated as of June 1, 1984
between the Authority and Mercantile Trust Company National
Association, as trustee. (Registration No. 2-96198, Exhibit
4.26.)
4.20 - Reimbursement Agreement dated as of April 22, 1988 between Union
Bank of Switzerland and the Company, providing for an alternate
letter of credit to serve as a source of payment for bonds issued
under the Series B Trust Indenture dated as of June 1, 1984. (June
30, 1988 Form 10-Q, Exhibit 4.2.)
4.21 - Amendment and Extension Agreement dated as of June 1, 1990 to the
Reimbursement Agreement dated as of April 22, 1988 between Union
Bank of Switzerland and the Company. (1990 Form 10-K, Exhibit
4.29.)
4.22 - Amendment and Extension Agreement dated as of June 1, 1991 to the
amended Reimbursement Agreement dated as of April 22, 1988 between
Union Bank of Switzerland and the Company. (1992 Form 10-K,
Exhibit 4.27.)
4.23 - Amendment Agreement dated as of June 1, 1992 to the amended
Reimbursement Agreement dated as of April 22, 1988 between Union
Bank of Switzerland and the Company. (1992 Form 10-K, Exhibit
4.28.)
4.24 - Series 1985 A Reaffirmation Agreement and Second Supplement to
Agreement of Sale dated as of June 1, 1985 between the State
Environmental Improvement and Energy Resources Authority of the
State of Missouri and the Company, together with Series 1985 A
Reimbursement Agreement dated as of June 1, 1985 between Union
Bank of Switzerland and the Company and Series 1985 A Trust
Indenture dated as of June 1, 1985 between the Authority and
Mercantile Trust Company National Association, as trustee and
Texas Commerce Bank National Association, as co-trustee. (June 30,
1985 Form 10-Q, Exhibit 4.1.)
4.25 - Amendment and Extension Agreement dated as of June 1, 1988
revising the Reimbursement Agreement dated as of June 1, 1985
between Union Bank of Switzerland and the Company. (June 30, 1988
Form 10-Q, Exhibit 4.4.)
4.26 - Amendment and Extension Agreement dated as of June 1, 1990
revising the Reimbursement Agreement dated as of June 1, 1985, as
amended, between Union Bank of Switzerland and the Company. (1990
Form 10-K, Exhibit 4.37.)
4.27 - Amendment and Extension Agreement dated as of June 1, 1991 to the
amended Reimbursement Agreement dated as of June 1, 1985 between
Union Bank of Switzerland and the Company. (1992 Form 10-K,
Exhibit 4.32.)
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<PAGE>
Exhibit No. Description
----------- -----------
4.28 - Amendment Agreement dated as of June 1, 1992 to the amended
Reimbursement Agreement dated as of June 1, 1985 between Union Bank
of Switzerland and the Company. (1992 Form 10-K, Exhibit 4.33.)
4.29 - Series 1985 B Reaffirmation Agreement and Third Supplement to
Agreement of Sale dated as of June 1, 1985 between the State
Environmental Improvement and Energy Resources Authority of the
State of Missouri and the Company, together with Series 1985 B
Reimbursement Agreement dated as of June 1, 1985 between The Long-
term Credit Bank of Japan, Limited and the Company and Series 1985 B
Trust Indenture dated as of June 1, 1985 between the Authority and
Mercantile Trust Company National Association, as trustee and Texas
Commerce Bank National Association, as co-trustee. (June 30, 1985
Form 10-Q, Exhibit 4.2.)
4.30 - Reimbursement Agreement dated as of February 1, 1993 between
Westdeutsche Landesbank Girozentrale and the Company, providing for
an alternate letter of credit to serve as a source of payment for
bonds issued under the Series 1985 B Trust Indenture dated as of
June 1, 1985. (1992 Form 10-K, Exhibit 4.35.)
4.31 - Loan Agreement dated as of May 1, 1990 between the State
Environmental Improvement and Energy Resources Authority of the
State of Missouri and the Company, together with Indenture of Trust
dated as of May 1, 1990 between the Authority and Mercantile Bank of
St. Louis, N.A., as trustee. (1990 Form 10-K, Exhibit 4.40.)
4.32 - Loan Agreement dated as of December 1, 1991 between the State
Environmental Improvement and Energy Resources Authority and the
Company, together with Indenture of Trust dated as of December 1,
1991 between the Authority and Mercantile Bank of St. Louis, N.A.,
as trustee. (1992 Form 10-K, Exhibit 4.37.)
4.33 - Loan Agreement dated as of December 1, 1992, between the State
Environmental Improvement and Energy Resources Authority and the
Company, together with Indenture of Trust dated as of December 1,
1992 between the Authority and Mercantile Bank of St. Louis, N.A.,
as trustee. (1992 Form 10-K, Exhibit 4.38.)
4.34 - Fuel Lease dated as of February 24, 1981 between the Company, as
lessee, and Gateway Fuel Company, as lessor, covering nuclear fuel.
(1980 Form 10-K, Exhibit 10.20.)
4.35 - Amendments to Fuel Lease dated as of May 8, 1984 and October 15,
1984, respectively, between the Company, as lessee, and Gateway Fuel
Company, as lessor, covering nuclear fuel. (Registration No. 2-
96198, Exhibit 4.28.)
4.36 - Amendment to Fuel Lease dated as of October 15, 1986 between the
Company, as lessee, and Gateway Fuel Company, as lessor, covering
nuclear fuel. (September 30, 1986 Form 10-Q, Exhibit 4.3.)
-28-
<PAGE>
Exhibit No. Description
----------- -----------
4.37 - Credit Agreement dated as of August 15, 1989 among the Company,
Certain Lenders, The First National Bank of Chicago, as Agent and
Swiss Bank Corporation, Chicago Branch, as Co-Agent. (September 30,
1989 Form 10-Q, Exhibit 4.)
4.38 - Credit Agreement dated as of November 8, 1991 between the Company,
Certain Banks and Chemical Bank, as Agent. (1991 Form 10-K, Exhibit
4.44.)
4.39 - Amendment dated as of October 26, 1992, to the Credit Agreement
dated as of November 8, 1991 between the Company, Certain Banks and
Chemical Bank, as Agent. (1992 Form 10-K, Exhibit 4.44.)
10.1 - Deferred Compensation Plan for Members of the Board of Directors.
(1992 Form 10-K, Exhibit 10.1.)
10.2 - Retirement Plan for Certain Directors. (1992 Form 10-K, Exhibit
10.2.)
10.3 - Deferred Compensation Plan for Members of the General Executive
Staff. (1992 Form 10-K, Exhibit 10.3.)
10.4 - Executive Incentive Plan. (1992 Form 10-K, Exhibit 10.4.)
Note: Reports of the Company on Forms 8-K, 10-Q and 10-K are on file with the
SEC under file number 1-2967.
-29-
<PAGE>
Exhibit 3(i)
RESTATED ARTICLES OF INCORPORATION
----------------------------------
OF
--
UNION ELECTRIC COMPANY
----------------------
Pursuant to the provisions of Section 351.106, R.S.Mo. 1986, as
amended, the undersigned Corporation adopts the following Restated Articles of
Incorporation.
FIRST
-----
That the name of the Corporation shall be UNION ELECTRIC COMPANY.
SECOND
------
That the registered office of the Corporation in the State of Missouri
shall be 1901 Chouteau Avenue, St. Louis, Missouri 63103, and the name of the
registered agent at such address shall be William E. Jaudes.
THIRD
-----
That the aggregate number of shares which the Corporation has the
authority to issue is 182,500,000 classified into 25,000,000 shares of
Preferred Stock without par value, 7,500,000 shares of Preference Stock with
the par value of $1 per share, and 150,000,000 shares of Common Stock with the
par value of $5 per share.
(a) The Preferred Stock has heretofore been, or shall be, issued in
series as follows:
(1) The Preferred Stock has heretofore been issued and is
outstanding in the following amounts and series: 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 1,657,500
shares of Preferred Stock, $1.735 Series. The respective annual
dividend rates per share for such series; the respective dates
(hereinafter in this paragraph (1) called "cumulative dates") from
which dividends on all shares of such series issued prior to the record
date for the first dividend payment date shall be cumulative; the
respective redemption prices per share for such series (exclusive of
accrued and unpaid dividends); and the respective amounts (hereinafter
in this paragraph (1) called "liquidation prices") per share (exclusive
of accrued and unpaid dividends) for such series payable to the holders
thereof in case of voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Corporation; all as heretofore fixed
by the Board of Directors as follows:
-1-
<PAGE>
<TABLE>
<CAPTION>
Voluntary Involuntary Sinking
Dividend Cumulative Redemption Liquidation Liquidation Fund
Series Rate Date Price Price Price Provisions
- --------- -------- ---------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$7.64 7.64 1/19/93 (i) (i) 100.00 None
$7.44 7.44 12/20/72 101.00 101.00 100.00 None
$6.40 6.40 11/15/67 101.50 101.50 100.00 None
$6.30 6.30 12/30/83 100.00 100.00 100.00 (ii)
$5.50 A 5.50 12/30/83 110.00 110.00 100.00 None
$5.50 B 5.50 12/30/83 103.50 103.50 100.00 None
$4.75 4.75 12/30/83 102.176 102.176 100.00 None
$4.56 4.56 11/15/63 102.47 102.47 100.00 None
$4.50 4.50 5/15/41 110.00 105.50 100.00 None
$4.30 4.30 12/30/83 105.00 105.00 100.00 None
$4.00 4.00 8/15/49 105.625 105.625 100.00 None
$3.70 3.70 8/15/45 104.75 104.75 100.00 None
$3.50 3.50 5/15/46 110.00 110.00 100.00 None
$1.735 1.735 8/11/93 (iii) (iii) 25.00 None
</TABLE>
(i) Not redeemable prior to February 15, 2003; $103.82 if redeemed on
February 15, 2003 or thereafter and prior to February 15, 2004; $103.40 if
redeemed on February 15, 2004 or thereafter and prior to February 15, 2005;
$102.97 if redeemed on February 15, 2005 or thereafter and prior to February
15, 2006; $102.55 if redeemed on February 15, 2006 or thereafter and prior to
February 15, 2007; $102.12 if redeemed on February 15, 2007 or thereafter and
prior to February 15, 2008; $101.70 if redeemed on February 15, 2008 or
thereafter and prior to February 15, 2009; $101.27 if redeemed on February 15,
2009 or thereafter and prior to February 15, 2010; $100.85 if redeemed on
February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 if
redeemed on February 15, 2011 or thereafter and prior to February 15, 2012;
$100.00 if redeemed on February 15, 2012 or thereafter.
(ii) That so long as any shares of Preferred Stock, $6.30 Series, shall be
outstanding, the Company shall retire annually by redemption at $100.00 per
share plus accrued and unpaid dividends to the date of redemption, on June 1 in
each year beginning with June 1, 1984, 260 shares of Preferred Stock, $6.30
Series; that shares of Preferred Stock, $6.30 Series, selected for redemption
shall be selected pro rata from the holders thereof; and that shares of
Preferred Stock, $6.30 Series, redeemed pursuant to this paragraph shall become
authorized and unissued shares of Preferred Stock of the Company.
(iii) Not redeemable prior to August 1, 1998; $25.00 on August 1, 1998 or
thereafter.
-2-
<PAGE>
(2) Additional shares of the Preferred Stock may, subject to the
provisions of paragraphs (1) and (6) of subdivision (k) below, be
issued as additional shares of Preferred Stock of any of the series
designated above or as shares of one or more other series of Preferred
Stock, with such distinctive serial designations as shall be set forth
in the resolution or resolutions from time to time adopted by the Board
of Directors providing for the issue of such stock or in such other
instrument providing for the issue of such stock as may be required by
law; and in any such resolution or resolutions or such other
instrument, as the case may be, with respect to each particular series
of the Preferred Stock (other than the series designated above) the
Board of Directors is hereby expressly authorized to fix, to the extent
which may be permitted by law,
(i) the annual dividend rate for the particular series which shall
not exceed $8 per share, and the date from which dividends on all
shares of such series issued prior to the record date for the first
dividend payment date shall be cumulative;
(ii) the redemption price per share for the particular series
which (exclusive of accrued and unpaid dividends) shall not exceed $120
per share;
(iii) the amount or amounts per share (exclusive of accrued and
unpaid dividends) for the particular series payable to the holders
thereof in case of dissolution, liquidation or winding up of the
affairs of the Corporation, but such amount or amounts shall not exceed
$120 per share;
(iv) the terms and conditions, if any, upon which shares of the
particular series shall be convertible into, or exchangeable for,
shares of any other class, including the price or prices or the rate or
rates of conversion or exchange and the terms of adjustment thereof, if
any;
(v) the terms and amount of any sinking fund created for the
purchase or redemption of the particular series of Preferred Stock; and
(vi) any other characteristics of, and any restrictive or other
provisions relating to, the shares of each particular series not
inconsistent with the provisions of the Articles of Incorporation, as
amended, as the Board of Directors may by law be permitted to fix.
All shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the date from which dividends
thereon shall be cumulative; and all shares of all series shall be of
equal rank as to dividends and assets with each other, regardless of
series, and shall be identical with each other in all other respects
except as hereinbefore provided.
(b) Before any dividends on the Common Stock shall be paid or declared
or set apart for payment, the holders of the Preferred Stock at the time
outstanding shall be entitled to receive, but only when and as declared, out of
any funds legally available for the declaration of
-3-
<PAGE>
dividends, cumulative cash dividends at the respective annual rates
hereinbefore specified with respect to the series of Preferred Stock designated
above, or, in the case of Preferred Stock of any other series, at the annual
dividend rate for the particular series theretofore fixed by the Board of
Directors as hereinbefore provided, payable quarter-yearly on the fifteenth
days of February, May, August, and November in each year, to stockholders of
record on the respective dates, not exceeding forty days preceding such
dividend payment dates, fixed for the purpose by the Board of Directors in
advance of the payment of each particular dividend. Such dividends on shares
of the Preferred Stock shall be cumulative,
(1) if issued prior to the record date for the first dividend on
the shares of such series, then, in the case of the series of Preferred
Stock designated above, from the respective dates hereinbefore
specified with respect thereto, or, in the case of Preferred Stock of
any other series, from the date theretofore fixed for the purpose by
the Board of Directors as hereinbefore provided;
(2) if issued during the period commencing immediately after a
record date for a dividend and terminating at the close of the payment
date for such dividend, then from said last mentioned dividend payment
date; and
(3) otherwise from the quarter-yearly dividend payment date next
preceding the date of issue of such shares;
so that if dividends on all outstanding shares of the Preferred Stock shall not
have been paid for all past quarter-yearly dividend periods, and the full
dividends thereon for the current quarter-yearly dividend period shall not have
been paid, or declared and set apart for payment, the deficiency shall be fully
paid or dividends equal thereto declared and set apart for payment, but without
interest on cumulative dividends, before any dividends shall be declared or any
distribution made on the Common Stock. The holders of the Preferred Stock
shall not be entitled to receive any dividends thereon other than the dividends
referred to in this subdivision (b).
(c) The Corporation, at the option of the Board of Directors, may
redeem the whole or any part of the Preferred Stock at the time outstanding, or
the whole or any part of any series thereof, at any time or from time to time,
by paying, in the case of the series of Preferred Stock designated above, the
respective redemption prices hereinbefore specified with respect thereto, or,
in the case of Preferred Stock of any other series, by paying such redemption
price therefor as shall have been fixed by the Board of Directors as
hereinbefore provided, together with a sum, in the case of each share so to be
redeemed, computed at the annual dividend rate for the series of which the
particular share is a part 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. Notice of
every such redemption shall be given by publication, published at least once in
each of two calendar weeks in a daily newspaper printed in the English language
and published and of general circulation in the Borough of Manhattan, The City
of New York, and in a like newspaper published and of general circulation in
the City of St. Louis, Missouri, the first
-4-
<PAGE>
publication to be at least thirty days and not more than sixty days prior to
the date fixed for such redemption. At least thirty days' and not more than
sixty days' previous notice of every such redemption shall also be mailed to
the holders of record of the Preferred Stock to be redeemed, at their
respective addresses as the same shall appear on the books of the Corporation;
but no failure to mail such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption of any
shares of the Preferred Stock so to be redeemed. In case of the redemption of
a part only of any series of the Preferred Stock at the time outstanding, the
Corporation shall select by lot or in such other manner as the Board of
Directors may determine, the shares so to be redeemed. The Board of Directors
shall have full power and authority, subject to the limitations and provisions
herein contained, to prescribe the manner in which and the terms and conditions
upon which the Preferred Stock shall be redeemed from time to time. If such
notice of redemption shall have been duly given by publication, and if on or
before the redemption date specified in such notice all funds necessary for
such redemption shall have been set aside so as to be available therefor, then,
notwithstanding that any certificate for the shares of the Preferred Stock so
called for redemption shall not have been surrendered for redemption, the
shares represented thereby shall no longer be deemed outstanding in the hands
of the persons who are the holders thereof immediately preceding such
redemption, the right of such holders to receive dividends thereon shall cease
to accrue from and after the date of redemption so fixed, and all rights of
such holders with respect to such shares of Preferred Stock so called for
redemption shall forthwith on such redemption date cease and terminate, except
only the right of such holders to receive the amount payable upon redemption
thereof, but without interest; provided, however, that the Corporation may,
after giving the first notice by publication of any such redemption, or giving
irrevocable instructions therefor, and prior to the redemption date specified
in such notice, deposit in trust, for the account of the holders of the
Preferred Stock to be redeemed, with a bank or trust company in good standing,
organized under the laws of the United States of America or of the State of New
York, doing business in the Borough of Manhattan, The City of New York, having
a capital, surplus and undivided profits aggregating at least $5,000,000, all
funds necessary for such redemption, and thereupon all shares of the Preferred
Stock with respect to which such deposit shall have been made shall no longer
be deemed to be outstanding in the hands of such holders, and all rights of
such holders with respect to such shares of Preferred Stock shall forthwith
upon such deposit in trust cease and terminate, except only the right of such
holders to receive the amount payable upon the redemption thereof, but without
interest. All or any shares of the Preferred Stock redeemed at any time may,
in the discretion of the Board of Directors and to the extent permitted by law,
be reissued or otherwise disposed of at any time or from time to time subject
to the provisions of these Articles of Incorporation, as amended.
(d) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, then before any distribution shall be made to the
holders of the Common Stock, the holders of shares of the Preferred Stock at
the time outstanding shall be entitled to be paid in cash, in the case of the
series of Preferred Stock designated above, the respective amounts hereinbefore
specified with respect thereto, and, in the case of Preferred Stock of any
other series, such amount as shall have been fixed by the Board of Directors as
hereinbefore provided, together with a sum in the case of each such share,
computed at the annual dividend
-5-
<PAGE>
rate for the series of which the particular share is a part from the date from
which dividends on such shares 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. After such payment to the holders of
the Preferred Stock, the remaining assets and funds of the Corporation shall be
divided and distributed among the holders of the Common Stock then outstanding
according to their respective shares.
(e) Unless and until four quarter-yearly dividends payable on the
Preferred Stock shall be in default, in whole or in part, every stockholder
shall have one vote for each share of Preferred Stock, and one vote for each
share of Common Stock, held by him, on all matters, including the election of
Directors, except as otherwise provided by law or by these Articles of
Incorporation, as amended. If and when four quarter-yearly dividends (whether
or not consecutive) payable on the Preferred Stock shall be in default, in
whole or in part, every stockholder shall have one vote for each share of
Preferred Stock, and one vote for each share of Common Stock, held by him, on
all matters except the election of Directors, and in such case the number of
Directors of the Corporation shall thereupon, and until such default shall have
been remedied, be two more than the number specified in and pursuant to Article
Fifth of the Articles of Incorporation, as amended, the holders of the
Preferred Stock at the time outstanding, voting separately as a class, shall
become entitled to elect the two additional members of the Board of Directors,
and at each annual election of Directors thereafter during the continuance of
such default the holders of the Preferred Stock, voting separately as a class,
shall be entitled to elect two members of the Board of Directors and the
holders of the Common Stock, voting separately as a class, shall be entitled to
elect the remaining Directors of the Corporation. However, if and when all
dividends then in default on the Preferred Stock then outstanding shall
thereafter be paid (and such dividends shall be declared and paid out of any
funds legally available therefor as soon as reasonably practicable), the
Preferred Stock shall thereupon be divested of such special right herein
provided for to elect such members of the Board of Directors, the voting power
of the Preferred Stock and the Common Stock shall revert to the status existing
before the occurrence of such default, and the number of Directors of the
Corporation shall again be the number specified in and pursuant to Article
Fifth of the Articles of Incorporation, as amended; but always subject to the
same provisions for vesting such special rights in the Preferred Stock in case
of any similar future default or defaults. A meeting of the holders of the
Preferred Stock, at which the holders of the Preferred Stock shall vote as a
class, shall be held at any time after the accrual of such special right to
elect such two additional members of the Board of Directors, upon notice
similar to that provided in the By-laws for a special meeting, upon call by the
holders of not less than 1,000 shares of the Preferred Stock or upon call by
the Secretary of the Corporation at the request in writing of any holder of
Preferred Stock addressed to him at the principal office of the Corporation.
Upon termination of such special right at any time by reason of the payment of
all accumulated and defaulted dividends on such stock, the terms of office of
all persons who may have been elected Directors of the Corporation by vote of
the holders of the Preferred Stock, as a class, pursuant to such special right
shall forthwith terminate.
Whenever Directors are elected by the stockholders by classes, pursuant
to this subdivision (e), in case of any vacancy in the Board of Directors,
through death, resignation,
-6-
<PAGE>
disqualification or other cause, occurring among the Directors elected by the
holders of the Common Stock, as a class, the remaining Directors elected by the
vote of the holders of the Common Stock, as a class, by affirmative vote of the
majority thereof, may elect a successor to hold office for the unexpired term
of the Director whose place shall be vacant; and in case of any such vacancy in
the Board of Directors occurring among the Directors elected by the holders of
the Preferred Stock, as a class, the holders of the Preferred Stock then
outstanding and entitled to vote may, at a meeting of such holders called in
the manner provided by this subdivision (e), elect a successor to hold office
for the unexpired term of the Director whose place shall be vacant. In all
other cases any such vacancy shall be filled by the affirmative vote of the
majority of the remaining Directors, and the Directors so elected shall hold
office until their successors shall be elected and qualified.
(f) In all elections for Directors, each shareholder shall have the
right to cast as many votes in the aggregate as shall equal the number of
voting shares held by him multiplied by the number of Directors to be elected,
and may cast the whole number of votes, either in person or by proxy, for one
candidate or distribute such votes among two or more candidates; provided,
however, that in case the Directors are to be elected by particular classes of
stock as provided in the Articles of Incorporation, as amended, in the event of
default in the payment of dividends on the Preferred Stock, each holder of the
particular class of stock shall have the right to cast as many votes in the
aggregate as shall equal the number of shares of such class held by him
multiplied by the number of Directors to be elected by such class, and may cast
the whole number of such votes for one candidate for Director to be elected by
such class or may distribute such votes among two or more candidates for
Directors to be elected by such class.
(g) Except as otherwise provided by law or by the Articles of
Incorporation, as amended, the holders of record of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote at any
meeting of shareholders, present in person or represented by proxy, shall
constitute a quorum at such meeting; provided, that in no event shall a quorum
consist of less than a majority of the outstanding shares entitled to vote, but
less than such quorum shall have the right successively to adjourn the meeting
to a specified date not longer than ninety days after such adjournment, without
notice other than announcement at the meeting.
(h) No holder of Preferred Stock shall be entitled as such as a matter
of right to subscribe for or purchase any part of any new or additional issue
of stock or securities convertible into stock, of any class whatever, whether
now or hereafter authorized, and whether issued for cash, property, services or
otherwise.
(i) Upon the issuance for money or other consideration of any shares
of capital stock of the Corporation or of any securities convertible into
shares of capital stock of the Corporation, of any class whatever which may be
authorized from time to time, no holder of shares of Common Stock of the
Corporation shall be entitled as such as a matter of right to subscribe for,
purchase or receive any proportionate or other share of the capital stock or
securities so issued, but all or any portion of such capital stock may be
disposed of by the
-7-
<PAGE>
Corporation, as and when determined by the Board of Directors, free of any such
rights, whether by offering the same to shareholders or by sale or other
disposition as the Board of Directors may deem advisable; provided, however,
that if the Board of Directors shall determine to issue and sell any shares of
Common Stock (including, for the purposes of this paragraph, any security
convertible into Common Stock, but excluding shares of such Common Stock and
securities convertible into such Common Stock theretofore reacquired by the
Corporation after having been duly issued, or issued to satisfy any conversion
or option rights theretofore granted by the Corporation) solely for money and
other than by:
(1) a public offering thereof, or
(2) an offering thereof to or through underwriters or dealers who
shall agree promptly to make a public offering thereof, or
(3) The issue thereof in connection with (a) any dividend
reinvestment, stock purchase or other plan in which the holders of the
Common, Preferred or Preference Stock or customers of the Corporation
or of any subsidiary of the Corporation may participate or (b) any
stock ownership, stock purchase, stock option, stock bonus, savings,
pension or other plan in connection with which employees or former
employees (including officers and directors) of the Corporation or any
subsidiary of the Corporation may purchase or acquire Common Stock (or
securities of the Corporation convertible into or exchangeable for
Common Stock) or any trust related to, or any agent acting with respect
to, any such plan may purchase or acquire Common Stock (or securities
of the Corporation convertible into or exchangeable for Common Stock)
on behalf of, or for the account or benefit of, such employees or
former employees or, in case of any such trust, for the purpose of
investing the funds of the trust, or
(4) any other offering thereof which shall have been authorized or
approved by the affirmative consent (given in writing without a meeting
or by vote at a meeting duly called for such purpose) of the holders of
a majority of the shares of Common Stock then outstanding and entitled
to vote,
such shares of Common Stock shall first be offered pro rata to the holders of
record of the then outstanding shares of Common Stock (excluding outstanding
shares of such Common Stock held for the benefit of holders of scrip
certificates or other instruments representing fractional interests in a full
share of such Common Stock) upon terms which, in the judgment of the Board of
Directors, shall be not less favorable (without deduction of such reasonable
compensation for the sale, underwriting or purchase of such shares by
underwriters or dealers as may lawfully be paid by the Corporation) to the
purchaser than the terms upon which such shares are offered to others than such
holders of the Common Stock; provided that the Corporation shall not be
obligated to offer or to issue any fractional interest in a full share of
Common Stock; and provided further that the time within which such preemptive
rights shall be exercised may be limited to such time as to the Board of
Directors may seem proper, not less,
-8-
<PAGE>
however, than fourteen days after the mailing of notice that such preemptive
rights are available and may be exercised.
(j) So long as any shares of the Preferred Stock are outstanding, no
amendment to the Articles of Incorporation which would change the express
preferences, priorities or character of the Preferred Stock or the rate of
dividend to be paid thereon in any manner substantially prejudicial to the
holders thereof shall be made, except as hereinafter in subdivisions (k) and
(n) provided and except an amendment changing the number of the Board of
Directors, without the affirmative consent (given in writing without a meeting
or by vote at a meeting duly called for the purpose) of the holders of at least
three-fourths of the aggregate number of shares of the Preferred Stock then
outstanding; but such amendment may be made with such affirmative consent,
together with such additional vote or consent of stockholders as from time to
time may be required by law.
(k) So long as any of the shares of Preferred Stock are outstanding,
the Corporation shall not, without the affirmative consent (given in writing
without a meeting or by vote at a meeting duly called for the purpose) of the
holders of at least two-thirds of the aggregate number of shares of the
Preferred Stock then outstanding:
(1) sell or otherwise dispose of any shares of the Preferred Stock
or of stock of any other class ranking on a parity with or having any
preference over the Preferred Stock as to assets or dividends, unless
the net earnings of the Corporation available for the payment of
dividends on the Preferred Stock and on all such other classes of
stock, computed in accordance with good accounting practice, for a
period of any twelve consecutive calendar months within the fifteen
calendar months immediately preceding the first day of the month in
which such additional stock is issued are at least two and one-half
times the annual dividend requirements on all shares of the Preferred
Stock and of all other classes of stock ranking on a parity with or
having any preference over the Preferred Stock as to assets or
dividends, to be outstanding immediately after such proposed additional
issue; and, in determining such net earnings available for the payment
of dividends on the Preferred Stock and on all such other classes of
stock, any dividend received by the Corporation during such period on
stock of any subsidiary of the Corporation in excess of the net
earnings of such subsidiary for such period available therefor,
computed in accordance with good accounting practice, shall be included
only to the extent of such net earnings of such subsidiary; or
(2) create any class of stock which shall be preferred as to
dividends or assets over the Preferred Stock; or
(3) increase the authorized number of shares of the Preferred
Stock; or
(4) reclassify outstanding shares of stock of any class ranking
junior to the Preferred Stock as to assets or dividends, wholly or
partially, into shares of stock of
-9-
<PAGE>
any class ranking on a parity with or having any preference over the
Preferred Stock as to assets or dividends; or
(5) make any distribution out of capital or capital surplus (other
than dividends payable in stock ranking junior to the Preferred Stock
as to assets and dividends) to holders of stock of the Corporation
ranking junior to the Preferred Stock as to assets or dividends; or
(6) issue any shares of the Preferred Stock or any other stock
ranking on a parity with or having any preference over the Preferred
Stock as to assets or dividends, 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 stock to be then outstanding ranking junior to
the Preferred Stock as to assets and dividends, increased by the amount
of any capital surplus or reduced by the amount of any deficit. For
the purpose of this subdivision (6), stated capital represented by any
preferred stock having a par value shall be the par value thereof, and
stated capital represented by any preferred stock without par value
shall be the amount of stated capital fixed by the Board of Directors
with respect thereto at the time of issue thereof, or the amount
payable to the holders thereof (exclusive of accrued and unpaid
dividends) in preference to the Common Stock upon involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation, whichever is greater;
but any such action requiring such affirmative consent of the holders of the
Preferred Stock, as provided in this subdivision (k), may be taken with such
vote or consent of stockholders as may at the time be required by law, but with
at least the affirmative consent (given in writing without a meeting or by vote
at a meeting duly called for the purpose) of the holders of two-thirds of the
aggregate number of shares of Preferred Stock then outstanding. Stock shall
not be considered to be outstanding for any of the purposes of this subdivision
(k) or of subdivision (j) above, if the Board of Directors shall have
determined to redeem such stock and if the first publication of notice of
redemption shall have been made, or irrevocable instructions given therefor,
and all funds necessary for such redemption shall have been deposited in trust
for such purpose.
(l) No amendment to the Articles of Incorporation which would change
the provisions of the foregoing subdivisions (f), (g) or (i) in any manner
substantially prejudicial to the holders of any class of stock, shall be made
without the affirmative consent (given in writing without a meeting or by vote
at a meeting duly called for such purpose) of the holders of at least two-
thirds of the aggregate number of shares of capital stock of the Corporation
then outstanding and entitled to vote; but such amendment may be made with such
affirmative consent, together with such additional vote or consent of
shareholders as from time to time may be required by law.
(m) No amendment to the Articles of Incorporation providing for the
creation or increase of Preferred Stock of any class shall be made without the
affirmative consent (given in
-10-
<PAGE>
writing without a meeting or by vote at a meeting duly called for such purpose)
of the holders of at least a majority of the aggregate number of shares of
Common Stock of the Corporation then outstanding; but such amendment may be
made with such affirmative consent, together with such additional vote or
consent of holders of Preferred Stock of the Corporation as shall at the time
be required by the Articles of Incorporation, as amended.
(n) Subject to the provisions of subdivisions (j), (k), (l) and (m)
hereof, the Corporation reserves the right to amend, alter, change or repeal,
to the extent now or hereafter permitted by law, any provision in its Articles
of Incorporation, as amended, (including the authorizing of preferred stock
junior to the Preferred Stock as to dividends and assets and the changing of
any authorized but unissued shares of the Preferred Stock to shares of another
class or classes of preferred stock ranking on a parity with the Preferred
Stock as to assets and dividends but which may have different dividend rates,
redemption prices and other terms and provisions as may at the time be
permitted by law) with such vote or consent of stockholders as from time to
time may be required by law, and all rights herein conferred upon the
shareholders are granted subject to this reservation.
(o) Subject to the provisions of subdivision (k) hereof, the
Corporation may issue and dispose of its authorized but unissued shares without
par value, from time to time, for such consideration as may from time to time
be prescribed by the Board of Directors, and authority is hereby expressly
conferred on the Board of Directors so to fix such consideration. The Board of
Directors is also hereby expressly authorized to determine, at or before the
time of issue thereof, what part of the consideration which shall be received
by the Corporation upon the issue from time to time of shares of its capital
stock without par value shall be capital, and, in the absence of any such
determination, the entire consideration received for any particular shares
shall be capital. Any and all shares without par value issued for the
consideration so fixed shall be deemed fully paid and be non-assessable, and
the holder of such shares shall not be liable thereon to the Corporation or its
creditors.
(p) The Preference Stock shall have, or be subject to, as the case may
be, the following preferences, rights, privileges and restrictions:
Manner of Issue - Series - The Board of Directors is empowered to cause
the Preference Stock to be issued from time to time as shares of one or more
series of Preference Stock, and in the resolution or resolutions providing for
the issue of each particular series, before issuance, the Board of Directors is
expressly authorized to fix:
(1) the distinctive serial designation of the shares of such
series and the number of shares which shall constitute such series;
(2) the annual dividend rate for the particular series, the dates
of payment of dividends on shares of such series and the dates from
which they are cumulative;
(3) the redemption price per share and the terms of redemption for
the shares of a particular series;
-11-
<PAGE>
(4) the amount or amounts per share (exclusive of accrued and unpaid
dividends) for the particular series payable to the holders thereof in
case of dissolution, liquidation or winding up of the affairs of the
Corporation;
(5) the terms and conditions, if any, upon which shares of the
particular series shall be convertible into, or exchangeable for,
shares of any stock of junior rank, with respect to dividends and
assets, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment thereof, if any;
(6) the terms and amount of any sinking fund created for the
purchase or redemption of the shares of any particular series; and
(7) any other characteristics of, and any restrictive or other
provisions relating to, the shares of each particular series not
inconsistent with the provisions of the Articles of Incorporation, as
amended, as the Board of Directors may by law be permitted to fix.
All shares of Preference Stock shall be of junior rank, with respect to
dividends and assets, to all shares of Preferred Stock and of senior rank in
such respects to all shares of Common Stock. All shares of Preference Stock of
any one series shall be identical with each other in all respects except, in
the event portions of the shares of a single series are issued at different
times, the date from which dividends thereon shall be cumulative; and all
shares of all series shall be of equal rank as to dividends and assets with
each other, regardless of series, and shall be identical with each other in all
respects except as hereinabove provided.
Dividends - Dividends on Preference Stock of any series shall be
payable at annual rates and on dates fixed by the Board of Directors at the
time of the creation of such series, payable quarter-yearly on such dates as
shall be fixed for such payments by the Board of Directors. The right of
holders of Preference Stock to receive dividends shall be subject to the
dividend and sinking fund provisions of the Preferred Stock. Dividends on the
Preference Stock shall be cumulative, and no dividends shall be declared or
paid, or any distribution made, on Common Stock, other than a dividend payable
in Common Stock, unless and until full dividends on the outstanding Preference
Stock shall have been paid, or declared and a sum sufficient for the payment
thereof set aside, with respect to all past dividend periods and the current
dividend period. Dividends on shares of any series of Preference Stock shall
accrue from and be cumulative from such date as may be fixed by the Board of
Directors at the time of the creation of such series, except that dividends on
shares of Preference Stock of any series, which are issued after the initial
issue of shares of such series, shall accrue from and be cumulative from such
date as may be fixed by the Board of Directors at the time of issuance of such
additional shares.
Redemption - If so provided by the Board of Directors upon the creation
of any series of Preference Stock, the Corporation, at the option of the Board
of Directors, or in accordance with the requirements of any sinking fund for
the Preference Stock or any series thereof, may redeem the whole or any part of
the Preference Stock at any time outstanding, or
-12-
<PAGE>
the whole or any part of any series thereof, at such time or times and from
time to time as may be determined by the Board of Directors and at such
redemption price or prices as may have been fixed by the Board of Directors at
the time of the creation of the shares so to be redeemed, together with an
amount equal to all unpaid dividends accrued thereon to the date fixed for such
redemption, and otherwise upon the terms and conditions fixed by the Board of
Directors for any such redemption; provided, however, that no redemption of any
Preference Stock shall be effected unless (1) full dividends on all outstanding
shares of Preferred Stock and Preference Stock for all past dividend periods
shall have been paid, or declared and a sufficient sum set apart for the
payment thereof, and (2) all obligations of the Corporation, if any, with
respect to the redemption or purchase of shares of Preferred Stock and
Preference Stock in accordance with the requirements of any sinking fund have
been met.
Liquidation, Dissolution and Winding Up of the Affairs of the
Corporation - In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, but only after
full payment has been made to the holders of the Preferred Stock of all amounts
to which they are entitled by these Articles of Incorporation, as amended, or a
sufficient sum set apart for such payment, the holders of shares of each series
of Preference Stock then outstanding shall be entitled to receive out of the
assets of the Corporation, before any distribution or payment shall be made to
the holders of the Common Stock, the amount fixed by the Board of Directors in
creating such series, plus an amount equal to all unpaid dividends accrued
thereon to the date fixed for such payment to the holders of Preference Stock.
Voting Rights - Except as otherwise provided in these Articles of
Incorporation, as amended, each holder of Preference Stock shall be entitled at
all meetings of shareholders of the Corporation to one vote for each share of
such stock held by him; and the holders of Preference Stock shall vote together
with the holders of the Preferred Stock and the Common Stock as a single class,
except in those instances where these Articles of Incorporation, as amended,
grant to the holders of Preferred Stock or Common Stock the right to vote as a
separate class. The voting rights of the holders of Preference Stock in an
election of directors shall be identical with the voting rights of the holders
of Common Stock in such election, as set forth in these Articles of
Incorporation, as amended, and the provision for filling vacancies in the Board
of Directors that are by said amended Articles applicable to holders of the
Common Stock shall be equally applicable to holders of the Preference Stock.
Whenever four quarter-yearly dividends payable on the Preference Stock
shall be in default, 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.
Notwithstanding any other provision in those Articles of Incorporation,
as amended, the affirmative approval of the holders of at least two-thirds of
the Preference Stock of all series thereof then outstanding present and voting
at a meeting, voting as a single class without regard to series, shall be
required for any amendment of these Articles of Incorporation, as
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<PAGE>
amended, altering adversely any existing provision of the Preference Stock or
for an increase in the authorized amount of the Preference Stock or the
creation, or an increase in the authorized amount of any class of stock
ranking, as to dividends and assets, on a parity with or prior to the
Preference Stock.
Preemptive Rights - No holder of shares of any series of the Preference
Stock shall, as such, have any preemptive or preferential right to subscribe to
or purchase shares of any class or series of stock of the Corporation, now or
hereafter authorized, or any securities convertible into, or warrants or other
evidences of optional rights to purchase, or subscribe to, shares of any class
or series of stock of the Corporation, now or hereafter authorized.
FOURTH
------
That the name and place of residence of each incorporator are:
NAME RESIDENCE
---- ---------
L. H. Egan St. Louis, Missouri
F. J. Boehm St. Louis, Missouri
L. E. Young St. Louis, Missouri
H. Spoehrer St. Louis, Missouri
Wm. Avery St. Louis, Missouri
C. E. Michel St. Louis, Missouri
H. W. Eales St. Louis, Missouri
G. K. Miltenberger St. Louis, Missouri
R. S. King St. Louis, Missouri
FIFTH
-----
That, except as otherwise provided by the Articles of Incorporation, as
amended, the number of the Board of Directors shall be fixed at eleven or at
the number and in the manner provided by the By-laws of the Company, as
amended, and written notice shall be given to the Secretary of State of
Missouri of the number of the Board of Directors within thirty (30) calendar
days of the fixing of such number. The Board of Directors shall have the power
to make, alter, amend or repeal the By-laws of the Company.
SIXTH
-----
That the Corporation shall have perpetual existence.
SEVENTH
-------
That the purposes for which the Corporation is formed are:
To acquire the properties, rights, privileges, franchises, business and
other assets of Union Electric Company, a corporation of the State of Missouri;
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<PAGE>
To manufacture, produce, develop, generate, store, acquire, lease,
purchase, sell, control, use, dispose of, transmit, distribute and supply or
otherwise utilize electricity and electrical energy or any other power or force
in any form and for any purpose whatsoever;
To purchase or otherwise acquire, hold, use, operate, sell, pledge,
mortgage, lease or otherwise dispose of machinery, generators, motors, lamps,
plants, apparatus, devices, supplies and articles of every kind pertaining to
or in anywise connected with the production, use, distribution, regulation,
control or application of electricity or electrical energy for any and all
purposes;
To construct, purchase or otherwise acquire, hold, develop, use,
operate, sell, lease, mortgage or otherwise dispose of hydraulic, electric and
other works, water powers and the sites thereof, plants, power houses,
buildings, machinery, equipments, apparatus, devices, processes, transmission
and distribution lines, transforming and distributing stations and any and all
rights of way and lands connected therewith or useful therefore; and to acquire
any and all rights, or other property necessary and useful in connection with
acquiring, owning and operating any or all of said works, water powers or
plants;
To construct, purchase or otherwise acquire, hold, use, operate, sell,
lease, mortgage or otherwise dispose of reservoirs, dams, diversion structures,
canals, ditches, flumes, water conduits, pipe lines, distributing or
transmission lines and systems, and such other works, plants, equipments,
appliances and appurtenances as may be necessary, useful or appropriate for
impounding, storing, conveying, distributing and utilizing water for power,
irrigation, fire, sanitary, domestic, manufacturing and other uses, and to
appropriate, divert, use, apply, sell and otherwise dispose of water for such
uses; to make applications, locations, entries, selections or filings in
connection therewith;
To apply for, purchase or otherwise acquire, hold, use, operate, sell,
mortgage, or otherwise dispose of permits or licenses issued by the United
States or any state, territory or subdivision thereof for the purpose of
constructing, operating and maintaining dams, water conduits, reservoirs, power
houses, transmission or distribution lines, or other works or projects
necessary or convenient for the development and improvement of navigation, and
for the development, transmission and utilization of power across, along, from
or in any of the navigable waters of the United States, or upon any part of the
public lands and reservations of the United States, or for the purpose of
utilizing the surplus water or water power from any dam of the United States or
any state, territory or subdivision thereof;
To transform power generated by hydraulic or other plants into
electrical or other energy and to transmit or otherwise dispose thereof for any
and all purposes;
To purchase or otherwise acquire, hold, use, operate, sell, pledge,
mortgage, lease, or otherwise dispose of all water rights, water powers and
water privileges;
To manufacture, acquire, purchase, sell and distribute for all
purposes, natural and artificial gas, and to acquire, construct, purchase, own,
maintain, operate, sell and lease all
-15-
<PAGE>
necessary and convenient works, conduits, plants, apparatus and connections for
holding, receiving, purifying, manufacturing, selling, utilizing and
distributing natural or artificial gas; to manufacture and sell or otherwise
dispose of chemicals or other products derived wholly or in part from gas or
gas works;
To manufacture, purchase, sell and distribute steam and hot water for
heating and other purposes, and to acquire, construct, purchase, own, maintain,
operate, sell and lease all necessary and convenient works, plants, apparatus
and connections for manufacturing, selling and distributing steam and hot
water;
To manufacture, purchase, sell and distribute ice and refrigeration;
and to construct, purchase or otherwise acquire, hold, use, operate, sell,
lease, mortgage or otherwise dispose of ice and refrigerating plants;
To purchase or otherwise acquire, hold, use, operate, sell, mortgage,
pledge, lease, or otherwise dispose of such real and personal estate, property
rights, rights of way, easements, privileges, grants, consents and franchises,
as may be necessary, appropriate or useful in connection with the business,
objects and purposes of the Corporation;
To engage as a public utility in furtherance of each and all of the
foregoing purposes, which are now or may hereafter become subject to the laws
governing or regulating public utilities, and to that end to be authorized to
transmit, conduct or distribute, for public or private use, electrical energy,
water, gas, steam and/or refrigeration under or over, along or across highways,
streets, alleys, bridges and other public places;
To apply for, purchase or otherwise acquire, and to hold, use, own,
operate and to sell, assign or otherwise dispose of, and to grant or receive
licenses in respect of or otherwise to turn to account any and all inventions,
improvements, patents, patent rights, processes, trademarks, and trade-names,
secured by or issued under the laws of the United States of America or of any
other government or country;
To purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise hold and possess or otherwise dispose of, shares of capital stock, or
any bonds, securities or evidence of indebtedness created by any other
corporation or corporations of this state, country, nation or government, and
while owner of said stock to exercise all the rights, powers and privileges of
ownership including the right to vote thereon; and, to the extent now or
hereafter permitted by law, to acquire by purchase, subscription, contract or
otherwise, and to hold, sell, exchange, mortgage, pledge or otherwise dispose
of, or turn to account or realize upon, and generally deal in and with, all
forms of securities, including, but not by way of limitation, shares, stocks,
bonds, debentures, notes, scrip, mortgages, evidences of indebtedness,
commercial paper, certificates of indebtedness and certificates of interest
issued or created in any and all parts of the world by corporations,
associations, partnerships, firms, trustees, syndicates, individuals,
governments, states, municipalities and other political and governmental
divisions and subdivision, or by any combinations, organizations or entities
whatsoever, or issued or created by others, irrespective of their form or the
name by which they may be described, and all trust,
-16-
<PAGE>
participation and other certificates of and receipts evidencing interest in any
such securities, and to issue in exchange therefor or in payment thereof, in
any manner permitted by law, its own stock, bonds, debentures or its other
obligations or securities, or to make payment therefor by any other lawful
means of payment whatsoever; to exercise any and all rights, powers and
privileges of individual ownership or interest in respect of any and all such
securities or evidences of interest therein, including the right to vote
thereon and to consent and otherwise act with respect thereto; to do any and
all acts and things for the preservation, protection, improvement and
enhancement in value of any and all such securities or evidences of interest
therein, and to aid by loan, subsidy, guaranty or otherwise those issuing,
creating or responsible for any such securities or evidences of interest
therein; to acquire or become interested in any such securities or evidences of
interest therein, as aforesaid by original subscription, underwriting, loan,
participation in syndicates or otherwise and irrespective of whether or not
such securities or evidences of interest therein be fully paid or subject to
further payments; to make payments thereon as called for or in advance of calls
or otherwise, and to underwrite or subscribe for the same conditionally or
otherwise and either with a view to investment or for resale or for any other
lawful purpose;
To borrow money, to issue bonds, notes, debentures, or other
obligations, secured or unsecured, of the Corporation, from time to time, for
moneys borrowed or in payment for property acquired or for any of the other
objects or purposes of the Corporation; to secure the same by mortgage or
mortgages upon, or by deed or deeds of trust of, or by a pledge of, or other
lien upon any or all of the property real or personal, rights, privileges and
franchises of the Corporation wheresoever situated, acquired or to be acquired;
and to sell or otherwise dispose of any or all such bonds, notes, debentures or
obligations in such manner and upon such terms as may be deemed judicious, but
only to the extent then permitted to the Corporation under the laws of the
State of Missouri;
In general, to do any and all of the things hereinbefore set forth, and
such other things as are incidental or conducive to the attaining of the
objects and purposes of the Corporation; and in carrying on its business and
for the purpose of attaining or furthering any of its objects, to enter into,
make, perform and carry out contracts of every kind with any person,
partnership, association, corporation, government, governmental subdivision or
other body whatsoever; and to do such acts and things, and to exercise any and
all such powers to the same extent as a natural person might or could lawfully
do in so far as the same are authorized by the laws of the State of Missouri,
now or hereafter applicable to the Corporation;
To conduct its business in all or any of its branches so far as
permitted by law, in the State of Missouri and elsewhere; and, for and in
connection with such business, to acquire, hold, possess, purchase, lease,
mortgage and convey real and personal property to the extent permitted by law;
and
To purchase, hold, sell and transfer shares of its own capital stock to
such extent and in such manner as may now or hereafter be permitted by law.
-17-
<PAGE>
EIGHTH
------
That the Restated Articles of Incorporation correctly set forth without
change the corresponding provisions of the Articles of Incorporation as
heretofore amended, and supersede the original Articles of Incorporation and
all amendments thereto.
Dated February , 1994
UNION ELECTRIC COMPANY
By
___________________________________________
Vice President and General Counsel
And
___________________________________________
Secretary
STATE OF MISSOURI )
) SS
CITY OF ST. LOUIS )
On this _________ day of February, 1994, before me appeared William E.
Jaudes, to me personally known, who, being by me duly sworn did say that he is
Vice President and General Counsel of Union Electric Company, and that the seal
affixed to the foregoing instrument is the corporate seal of said Corporation
and that said instrument was signed and sealed on behalf of said Corporation by
authority of its Board of Directors, and said William E. Jaudes acknowl-edged
said instrument to be the free act and deed of said corporation.
----------------------------------------
-18-
<PAGE>
EXHIBIT 4.6
[Conformed Copy]
================================================================================
UNION ELECTRIC COMPANY
TO
BOATMEN'S TRUST COMPANY
AS TRUSTEE
SUPPLEMENTAL INDENTURE
Dated May 1, 1993
----------
First Mortgage Bonds,
6-3/4% Series due 2008
================================================================================
<PAGE>
UNION ELECTRIC COMPANY
SUPPLEMENTAL INDENTURE
Dated May 1, 1993
----------------------
Inserted for convenience only and not as a part of the
Supplemental Indenture dated May 1, 1993
<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties...................................................... 1
Recitals..................................................... 1
Granting Clauses............................................. 8
Habendum..................................................... 10
Subject to Certain Exceptions................................ 10
Grant in Trust............................................... 11
General Covenant............................................. 11
ARTICLE I
Description of The New Bonds
Sec. 1. General description of the New Bonds............... 11
Sec. 2. Denominations and dating the New Bonds, privilege
of exchange and other matters.................... 12
Sec. 3. Form of face of the New Bond....................... 12
Form of Trustee's Certificate.................... 14
Form of reverse of the New Bond.................. 14
Sec. 4. Execution of and form of the New Bonds in
temporary form................................... 17
</TABLE>
i
<PAGE>
ARTICLE II
Issue of The New Bonds
<TABLE>
<CAPTION>
Page
----
<S> <C>
Sec. 1. Limitation as to principal amount............................. 17
Sec. 2. Initial issue of $148,000,000 aggregate
principal amount of the New Bonds........................... 17
ARTICLE III
Redemption of the New Bonds
Sec. 1. New Bonds not redeemable...................................... 18
No improvement, maintenance or analogous
fund for the New Bonds...................................... 18
ARTICLE IV
Covenants
Sec. 1. Of seisin and title........................................... 18
Sec. 2. Earnings test required for issue of additional Bonds.......... 18
Sec. 3. Exclusion of $22,500,000 from net bondable value of property
additions available for purposes of the Original Indenture.. 18
Sec. 4. Against issuance of additional prior lien bonds secured by
unfunded prior liens except under certain conditions........ 19
Sec. 5. Against acquisition of property subject to unfunded prior
liens except under certain conditions....................... 19
</TABLE>
ii
<PAGE>
ARTICLE V
The Trustee
<TABLE>
<CAPTION>
Page
----
<S> <C>
Acceptance of trusts by Trustee.................................... 20
Trustee not responsible for validity of Supplemental Indenture..... 20
ARTICLE VI
Consents and Agreements of Holders of The New Bonds
to Certain Matters
Consent and Agreement to amendments contained in Article VII of the
Supplemental Indenture dated February 1, 1974 on effective date of
this Article...................................................... 20
Definition of "Nuclear fuel"....................................... 21
Definition of "Permitted liens".................................... 21
Definition of "Property additions"................................. 21
Relating to subdivision (4) of subparagraph (f) of Section 4 of
Article III of the Original Indenture............................. 21
Relating to subparagraph (a) of Section 2 of Article VII of the
Original Indenture................................................ 22
Effective date of Article VI....................................... 22
</TABLE>
iii
<PAGE>
ARTICLE VII
Reservations by Company to Amend
Original Indenture
<TABLE>
<CAPTION>
Page
----
<S> <C>
Sec. 1. Substitution of 60% for 80% wherever appearing in Article XV
of the Original Indenture.................................... 22
Sec. 2. Reservation of right to amend Article XV of the Original
Indenture by adding a new Section 9 thereto.................. 22
ARTICLE VIII
Miscellaneous Provisions
Sec. 1. Meanings of terms in Supplemental Indenture................... 24
Sec. 2. Execution of Supplemental Indenture in counterparts........... 24
Testimonium............................................................. 24
Execution............................................................... 25
Acknowledgements........................................................ 26
</TABLE>
iv
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of May, One thousand nine
hundred and ninety-three (1993) made by and between UNION ELECTRIC
COMPANY, a corporation organized and existing under the laws of the
State of Missouri (hereinafter called the "Company"), party of the first
part, and BOATMEN'S TRUST COMPANY, a corporation organized and existing
under the laws of the State of Missouri (hereinafter called the
"Trustee"), as Trustee under the Indenture of Mortgage and Deed of Trust
dated June 15, 1937, hereinafter mentioned, party of the second part:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust, dated June 15,
1937, to secure the payment of the principal of and the interest (and
premium, if any) on all bonds at any time issued and outstanding
thereunder; and indentures supplemental thereto dated June 15, 1937, May
1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1,
1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1,
1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955,
August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, June 12, 1970, January
1, 1971, April 1, 1971, September 15, 1971, December 3, 1973, February
1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975,
May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977,
November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979,
November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980,
February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982,
December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June
11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991,
December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992,
December 1, 1992, February 1, 1993 and February 18, 1993, respectively,
have heretofore been entered into between the Company and the Trustee
(said Indenture of Mortgage and Deed of Trust, as amended and
supplemented by said Supplemental Indentures being hereinafter sometimes
referred to as the "Original Indenture"); and
WHEREAS, Bonds have heretofore been issued by the Company under the
Original Indenture as follows:
(1) $80,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/4% Series due 1962, all of which have been redeemed
prior to the date of the execution hereof;
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(2) $90,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/8% Series due 1971, which are described in the
Supplemental Indenture dated May 1, 1941 (hereinafter called the
"Supplemental Indenture of May 1, 1941"), all of which have been paid
at maturity prior to the date of the execution hereof;
(3) $13,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 3/4% Series due 1975 (herein called the "Bonds of 1975
Series"), which are described in the Supplemental Indenture dated
October 1, 1945 (hereinafter called the "Supplemental Indenture of
October 1, 1945"), all of which have been paid at maturity prior to
the date of the execution hereof;
(4) $25,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 7/8% Series due 1980 (herein called the "Bonds of 1980
Series"), which are described in the Supplemental Indenture dated
December 1, 1950 (hereinafter called the "Supplemental Indenture of
December 1, 1950"), all of which have been paid at maturity prior to
the date of the execution hereof;
(5) $30,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 1/4% Series due 1982 (herein called the "Bonds of 1982
Series"), which are described in the Supplemental Indenture dated May
1, 1952 (hereinafter called the "Supplemental Indenture of May 1,
1952"), all of which have been paid at maturity prior to the date of
the execution hereof;
(6) $40,000,000 principal amount of First Mortgage Bonds, 3 3/4%
Series due 1986 (herein called the "Bonds of 1986 Series"), which are
described in the Supplemental Indenture dated July 1, 1956
(hereinafter called the "Supplemental Indenture of July 1, 1956"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(7) $35,000,000 principal amount of First Mortgage Bonds, 4 3/8%
Series due 1988 (herein called the "Bonds of 1988 Series"), which are
described in the Supplemental Indenture dated March 1, 1958
(hereinafter called the "Supplemental Indenture of March 1, 1958"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(8) $50,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1990 (herein called the "Bonds of 1990 Series"), which are
described in the Supplemental Indenture dated September 1, 1960
(hereinafter called the "Supplemental Indenture of September 1,
1960"), all of which have been paid at maturity prior to the date of
the execution hereof;
(9) $30,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1991 (herein called the "Bonds of 1991 Series"), which are
described in the Supplemental Indenture dated July 1, 1961
(hereinafter called the
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"Supplemental Indenture of July 1, 1961"), all of which have been
paid at maturity prior to the date of the execution hereof;
(10) $30,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1993 (herein called the "Bonds of 1993 Series"), which are
described in the Supplemental Indenture dated November 1, 1963
(hereinafter called the "Supplemental Indenture of November 1,
1963"), all of which are outstanding at the date of the execution
hereof;
(11) $35,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1995 (herein called the "Bonds of 1995 Series"), which are
described in the Supplemental Indenture dated April 1, 1965
(hereinafter called the "Supplemental Indenture of April 1, 1965"),
all of which are outstanding at the date of the execution hereof;
(12) $30,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1966
(hereinafter called the "Supplemental Indenture of May 1, 1966"), all
of which are outstanding at the date of the execution hereof;
(13) $40,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1997 (herein called the "Bonds of 1997 Series"), which are
described in the Supplemental Indenture dated March 1, 1967
(hereinafter called the "Supplemental Indenture of March 1, 1967"),
all of which are outstanding at the date of the execution hereof;
(14) $50,000,000 principal amount of First Mortgage Bonds, 7%
Series due 1998 (herein called the "Bonds of 1998 Series"), which are
described in the Supplemental Indenture dated March 15, 1968
(hereinafter called the "Supplemental Indenture of March 15, 1968"),
all of which are outstanding at the date of the execution hereof;
(15) $35,000,000 principal amount of First Mortgage Bonds, 7 3/8%
Series due 1999 (herein called the "Bonds of May 1999 Series"), which
are described in the Supplemental Indenture dated May 1, 1969
(hereinafter called the "Supplemental Indenture of May 1, 1969"), all
of which are outstanding at the date of the execution hereof;
(16) $40,000,000 principal amount of First Mortgage Bonds, 8 1/4%
Series due 1999 (herein called the "Bonds of October 1999 Series"),
which are described in the Supplemental Indenture dated October 1,
1969 (hereinafter called the "Supplemental Indenture of October 1,
1969"), all of which have been redeemed prior to the date of the
execution hereof;
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(17) $100,000,000 principal amount of First Mortgage Bonds, 9.95%
Series due 1999 (herein called the "Bonds of November 1999 Series"),
which are described in the Supplemental Indenture dated November 1,
1979 (hereinafter called the "Supplemental Indenture of November 1,
1979"), all of which have been redeemed prior to the date of the
execution hereof;
(18) $60,000,000 principal amount of First Mortgage Bonds, 9%
Series due 2000 (herein called the "Bonds of 2000 Series"), which are
described in the Supplemental Indenture dated April 1, 1970
(hereinafter called the "Supplemental Indenture of April 1, 1970"),
all of which have been redeemed prior to the date of the execution
hereof;
(19) $50,000,000 principal amount of First Mortgage Bonds, 7 7/8%
Series due 2001 (herein called the "Bonds of January 2001 Series"),
which are described in the Supplemental Indenture dated January 1,
1971 (hereinafter called the "Supplemental Indenture of January 1,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(20) $50,000,000 principal amount of First Mortgage Bonds, 7 5/8%
Series due 2001 (herein called the "Bonds of April 2001 Series"),
which are described in the Supplemental Indenture dated April 1, 1971
(hereinafter called the "Supplemental Indenture of April 1, 1971"),
all of which are outstanding at the date of the execution hereof;
(21) $60,000,000 principal amount of First Mortgage Bonds, 8 1/8%
Series due 2001 (herein called the "Bonds of October 2001 Series"),
which are described in the Supplemental Indenture dated September 15,
1971 (hereinafter called the "Supplemental Indenture of September 15,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(22) $70,000,000 principal amount of First Mortgage Bonds, 8 3/8%
Series due 2004 (herein called the "Bonds of 2004 Series"), which are
described in the Supplemental Indenture dated February 1, 1974
(hereinafter called the "Supplemental Indenture of February 1,
1974"), all of which have been redeemed prior to the date of the
execution hereof;
(23) $70,000,000 principal amount of First Mortgage Bonds, 10 1/2%
Series due 2005 (herein called the "Bonds of 2005 Series"), which are
described in the Supplemental Indenture dated March 1, 1975
(hereinafter called the "Supplemental Indenture of March 1, 1975"),
all of which have been redeemed prior to the date of the execution
hereof;
(24) $70,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 2006 (herein called the "Bonds of 2006 Series"), which are
described in the Supplemental Indenture dated August 16, 1976
(hereinafter called the
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"Supplemental Indenture of August 16, 1976"), all of which have been
redeemed prior to the date of the execution hereof;
(25) $27,085,000 principal amount of First Mortgage Bonds, 5.80%
Environmental Improvement Series 1977, which are described in the
Supplemental Indenture dated October 15, 1977 (hereinafter called the
"Supplemental Indenture of October 15, 1977"), all of which have been
redeemed prior to the date of the execution hereof;
(26) $60,000,000 principal amount of First Mortgage Bonds, 8 5/8%
Series due 2007 (herein called the "Bonds of 2007 Series"), which are
described in the Supplemental Indenture dated December 1, 1977
(hereinafter called the "Supplemental Indenture of December 1,
1977"), all of which have been redeemed prior to the date of the
execution hereof;
(27) $55,000,000 principal amount of First Mortgage Bonds, 9.35%
Series due 2008 (herein called the "Bonds of 2008 Series"), which are
described in the Supplemental Indenture dated August 1, 1978
(hereinafter called the "Supplemental Indenture of August 1, 1978"),
all of which have been redeemed prior to the date of the execution
hereof;
(28) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1980, which are described in the
Supplemental Indenture dated August 1, 1980 (hereinafter called the
"Supplemental Indenture of August 1, 1980"), all of which have been
redeemed prior to the date of the execution hereof;
(29) $150,000,000 principal amount of First Mortgage Bonds, 15 3/8%
Series due 1991 (herein called the "Bonds of February 1991 Series"),
which are described in the Supplemental Indenture dated February 1,
1981 (hereinafter called the "Supplemental Indenture of February 1,
1981"), all of which have been redeemed prior to the date of the
execution hereof;
(30) $125,000,000 principal amount of First Mortgage Bonds, 15%
Series due 1992 (herein called the "Bonds of 1992 Series"), which are
described in the Supplemental Indenture dated September 1, 1982
(hereinafter called the "Supplemental Indenture of September 1,
1982"), all of which have been redeemed prior to the date of the
execution hereof;
(31) $100,000,000 principal amount of First Mortgage Bonds, 13%
Series due 2013 (herein called the "Bonds of 2013 Series"), which are
described in the Supplemental Indenture dated March 1, 1983
(hereinafter called the "Supplemental Indenture of March 1, 1983"),
all of which have been redeemed prior to the date of the execution
hereof;
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(32) $100,000,000 principal amount of First Mortgage Bonds, 9 3/8%
Series due 2016 (herein called the "Bonds of 2016 Series"), which are
described in the Supplemental Indenture dated March 1, 1986
(hereinafter called the "Supplemental Indenture of March 1, 1986"),
all of which have been redeemed prior to the date of the execution
hereof;
(33) $100,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1986
(hereinafter called the "Supplemental Indenture of May 1, 1986"), all
of which have been redeemed prior to the date of the execution
hereof;
(34) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1990A, which are described in the
Supplemental Indenture dated May 1, 1990 (hereinafter called the
"Supplemental Indenture of May 1, 1990"), all of which are
outstanding at the date of the execution hereof;
(35) $125,000,000 principal amount of First Mortgage Bonds, 8 3/4%
Series due 2021 (herein called the "Bonds of 2021 Series"), which are
described in the Supplemental Indenture dated December 1, 1991
(hereinafter called the "Supplemental Indenture of December 1,
1991"), all of which are outstanding at the date of the execution
hereof;
(36) $75,000,000 principal amount of First Mortgage Bonds, 8.33%
Series due 2002 (herein called the "Bonds of 2002 Series"), which are
described in the Supplemental Indenture dated December 4, 1991
(hereinafter called the "Supplemental Indenture of December 4,
1991"), all of which are outstanding at the date of the execution
hereof;
(37) $100,000,000 principal amount of First Mortgage Bonds, 7.65%
Series due 2003 (herein called the "Bonds of 2003 Series"), which are
described in the Supplemental Indenture dated January 1, 1992
(hereinafter called the "Supplemental Indenture of January 1, 1992"),
all of which are outstanding at the date of the execution hereof;
(38) $204,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $100,000,000 principal amount of 6 3/4% Series
due 1999 and $104,000,000 principal amount of 8 1/4% Series due 2022
(herein called the "Bonds of 1999 Series" and "Bonds of 2022 Series",
respectively), which are described in the Supplemental Indenture
dated October 1, 1992 (hereinafter called the "Supplemental Indenture
of October 1, 1992"), all of which are outstanding at the date of the
execution hereof; and
(39) $170,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $85,000,000 principal amount of 7 3/8% Series
due 2004 and
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$85,000,000 principal amount of 8% Series due 2022 (herein called the
"Bonds of December 2004 Series" and "Bonds of December 2022 Series",
respectively, which are described in the Supplemental Indenture dated
December 1, 1992, (hereinafter called the "Supplemental Indenture of
December 1, 1992), all of which are outstanding at the date of the
execution hereof; and
(40) $188,000,000 principal amount of First Mortgage Bonds, 6 7/8%
Series due 2004 (herein called the "Bonds of August 2004 Series"),
which are described in the Supplemental Indenture dated February 1,
1993 (hereinafter called the "Supplemental Indenture of February 1,
1993"), all of which are outstanding at the date of the execution
hereof;
and
WHEREAS, the Company on August 31, 1955 acquired all of the
properties of Union Electric Power Company, the Subsidiary as defined in
Article I of the Original Indenture, upon the dissolution of the
Subsidiary; the Company, by Supplemental Indenture dated August 31,
1955, conveyed all of the properties so acquired (other than property of
the character defined as excepted property in the granting clauses of
the Original Indenture) to the Trustee upon the terms and trusts in the
Original Indenture and the indentures supplemental thereto set forth for
the equal and proportionate benefit and security of all present and
future holders of the Bonds and coupons issued and to be issued
thereunder, all the shares of stock of the Subsidiary were released from
the lien of the Original Indenture; and the Company became entitled to
change the general designation of the Bonds so as to omit the words "and
Collateral Trust"; and
WHEREAS, the Articles of Incorporation of the Company were duly
amended on April 23, 1956, to change its corporate name from "Union
Electric Company of Missouri" to "Union Electric Company"; and
WHEREAS, the Articles of Agreement of the Trustee were duly amended
effective on January 4, 1982 to change its corporate name from "St.
Louis Union Trust Company" to "Centerre Trust Company of St. Louis", and
further amended on December 9, 1988 to change its corporate name from
"Centerre Trust Company of St. Louis" to "Boatmen's Trust Company"; and
WHEREAS, the Company is entitled at this time to have authenticated
and delivered additional Bonds on the basis of the deposit of cash upon
compliance with and pursuant to the provisions of Section 5 of Article
III of the Original Indenture; and
WHEREAS, the Company desires by this Supplemental Indenture to
provide for the creation of a new series of Bonds under the Original
Indenture, to have the designation provided in Article I, Section 1
hereof (herein called the "New
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Bonds"), and the Original Indenture provides that certain terms and
provisions, as determined by the Board of Directors of the Company, of
the Bonds of any particular series may be expressed in and provided by
the execution of an appropriate supplemental indenture; and
WHEREAS, the Company also desires by this Supplemental Indenture to
continue in effect with respect to the holders of the New Bonds the
amendments of the Original Indenture contained in the Supplemental
Indenture dated February 1, 1974, as set forth in Article VII hereof;
and
WHEREAS, the Company also desires by this Supplemental Indenture to
reserve the right to amend the provisions of Article XV of the Original
Indenture to establish new procedures concerning amendments thereof; and
WHEREAS, the Original Indenture provides that the Company and the
Trustee may enter into indentures supplemental to the Original Indenture
specifically to convey, transfer and assign to the Trustee and to
subject to the lien of the Original Indenture additional properties
acquired by the Company; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Board of
Directors, has duly resolved and determined to make, execute and deliver
to the Trustee a Supplemental Indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the acceptance of this trust by the Trustee and
of the sum of One Dollar duly paid by the Trustee to the Company at or
before the time of the execution of this Supplemental Indenture, and of
other valuable considerations, the receipt whereof is hereby
acknowledged, and in order further to secure the payment of the
principal of and interest (and premium, if any) on all Bonds at any time
issued and outstanding under the Original Indenture, according to their
tenor and effect, the Company has executed and delivered this
Supplemental Indenture and has granted, bargained, sold, warranted,
aliened, remised, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed and by these presents does grant,
bargain, sell warrant, alien, remise, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Boatmen's Trust Company, as
Trustee, and to its successors in trust under the Original Indenture
forever, all and singular the following described properties (in
addition to all
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other properties heretofore subjected to the lien of the Original
Indenture and not heretofore released from the lien thereof) - that is
to say:
FIRST.
ALL power houses, plants, buildings and other structures, dams, dam
sites, substations, heating plants, gas works, holders and tanks,
together with all and singular the electric, heating, gas and mechanical
appliances appurtenant thereto of every nature whatsoever, now owned by
the Company, including all and singular the machinery, engines, boilers,
furnaces, generators, dynamos, turbines and motors, and all and every
character of mechanical appliance for generating or producing
electricity, steam, gas and other agencies for light, heat, cold, or
power or other purposes, and all transmission and distribution systems
used for the transmission and distribution of electricity, steam, gas
and other agencies for light, heat, cold or power or any other purpose
whatsoever, whether underground or overhead, surface or otherwise, now
owned by the Company, including all poles, towers, posts, wires, cables,
conduits, manholes, mains, pipes, tubes, drains, furnaces, switchboards,
transformers, conductors, insulators, supports, meters, lamps, fuses,
junction boxes, regulator stations, and other electric, steam and gas
fixtures and apparatus; all of the aforementioned property being located
in the City of St. Louis, the counties of Adair, Audrain, Benton,
Bollinger, Boone, Butler, Caldwell, Callaway, Camden, Cape Girardeau,
Clark, Clay, Clinton, Cole, Cooper, Crawford, Daviess, Dunklin,
Franklin, Gasconade, Howard, Iron, Jefferson, Knox, Lewis, Lincoln,
Livingston, Macon, Madison, Maries, Marion, Miller, Mississippi,
Moniteau, Montgomery, Morgan, New Madrid, Osage, Pemiscot, Perry,
Phelps, Pike, Pulaski, Ralls, Randolph, Ray, Reynolds, Ripley, St.
Charles, St. Francois, Ste. Genevieve, St. Louis, Schuyler, Scott,
Stoddard, Warren, Washington, and Wayne, Missouri, the counties of
Adams, Alexander, Calhoun, Franklin, Hancock, Henderson, Jackson,
Jersey, Macoupin, Madison, Massac, Monroe, Perry, Pike, Pulaski, St.
Clair, Union, and Washington, Illinois, and the counties of Des Moines,
Henry, Johnson, Lee, and Washington, Iowa, upon real estate owned by the
Company, or occupied by it under rights to so occupy, which real estate
is described in the Indenture of Mortgage and Deed of Trust dated June
15, 1937, in the Supplemental Indentures dated May 1, 1941, March 17,
1942, April 13, 1945, April 27, 1945, October 1, 1945, April 11, 1947,
April 13, 1949, September 13, 1950, December 1, 1950, September 20,
1951, May 1, 1952, March 1, 1954, May 1, 1955, August 31, 1955, April 1,
1956, July 1, 1956, August 1, 1957, February 1, 1958, March 1, 1958,
November 5, 1958, March 16, 1959, June 24, 1959, December 11, 1959,
August 17, 1960, September 1, 1960, October 24, 1960, June 30, 1961,
July 1, 1961, August 9, 1962, September 30, 1963, November 1, 1963,
March 12, 1965, April 1, 1965, April 14, 1966, May 1, 1966, February 17,
1967, March 1, 1967, February 19, 1968, March 15, 1968, August 21, 1968,
April 7, 1969, May 1, 1969, September 12, 1969, October 1, 1969, March
26, 1970, April 1, 1970, January 1, 1971, April 1, 1971, September 15,
1971, December 3, 1973, February
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1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975,
May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977,
November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979,
November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980,
February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982,
December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June
11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991,
December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992,
December 1, 1992, February 1, 1993, February 18, 1993, and in this
Supplemental Indenture, or attached to or connected with such real
estate or transmission or distribution systems of the Company leading
from or into such real estate.
SECOND.
ALSO (except as in the Original Indenture expressly excepted) all
franchises and all permits, ordinances, easements, privileges,
immunities and licenses, all rights to construct, maintain and operate
overhead, surface and underground systems for the distribution and
transmission of electricity, steam, gas or other agencies for the supply
to itself or others of light, heat, cold or power, all rights-of-way,
all waters, water rights and flowage rights and all grants and consents,
now owned or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
ALSO, (except as in the Original Indenture expressly excepted) all
inventions, patent rights and licenses of every kind now owned by the
Company or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
THIRD.
ALSO, subject to the provisions of Article XII of the Original
Indenture, all other property, real, personal and mixed (except as
therein or herein expressly excepted) of every nature and kind and
wheresoever situated now or hereafter possessed by or belonging to the
Company, or to which it is now, or may at any time hereafter be, in any
manner entitled at law or in equity.
TO HAVE AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended
so to be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations and matters
hereinabove recited, to existing leases, to existing liens upon rights
of way for transmission or distribution line purposes, as defined in
Article I of the Original Indenture, and any extensions thereof, and
subject to existing easements for streets, alleys, highways, rights-of-
way and railroad purposes over, upon and
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across certain of the property hereinbefore described, and subject also
to all the terms, conditions, agreements, covenants, exceptions and
reservations expressed or provided in the deeds or other instruments
respectively under and by virtue of which the Company acquired the
properties hereinabove described, and to undetermined liens and charges,
if any, incidental to construction or other existing permitted liens as
defined in Article I of the Original Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture and the indentures supplemental thereto, including this
Supplemental Indenture, set forth, for the equal and proportionate
benefit and security of all present and future holders of the Bonds and
coupons issued and to be issued thereunder, or any of them, without
preference of any of said Bonds and coupons of any particular series
over the Bonds and coupons of any other series, by reason of priority in
the time of the issue, sale or negotiation thereof, or by reason of the
purpose of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, for the benefit of those who shall hold the Bonds and
coupons, or any of them to be issued under the Original Indenture, as
follows:
ARTICLE I.
DESCRIPTION OF THE NEW BONDS
SECTION 1. There is hereby created a new series of Bonds to be
executed, authenticated and delivered under and secured by the Original
Indenture which shall, subject to the provisions of Section 1 of Article
II of the Original Indenture, be designated as "First Mortgage Bonds, 6
3/4% Series due 2008" (the "New Bonds") of the Company. The New Bonds
shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to all of the terms,
conditions and covenants of, the Original Indenture.
The New Bonds shall mature May 1, 2008, and shall bear interest at
the rate per annum set forth in the form of the New Bond contained in
Section 3 of this Article I, payable semi-annually on the first day of
May and the first day of November in each year. The New Bonds shall be
payable as to principal, premium, if any, and interest in any coin or
currency of the United States of America which at the time of payment is
legal tender for public and private debts, and shall be payable at the
office of the Company in the City of St. Louis, Missouri; provided,
however, that at the option of the Company, interest on the New Bonds
may be paid by checks mailed to the registered holder in whose name such
Bonds are registered at the address as it shall appear on the transfer
register of the Company.
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SECTION 2. The New Bonds shall be registered Bonds without coupons,
of the denomination of $1,000 or any integral multiple thereof.
The New Bonds shall be transferable and exchangeable for the New
Bonds of other denominations, as in the Original Indenture provided,
except that payment of a service charge therefor will not be required by
the Company.
Notwithstanding the provisions of Section 6 of Article II of the
Original Indenture, the New Bonds shall be dated the date of
authentication and shall bear interest from the interest payment date to
which interest on the New Bonds has been paid next preceding the date
thereof, unless such date is an interest payment date to which interest
has been paid, in which case they shall bear interest from the date
thereof, or unless the date thereof is prior to November 1, 1993, in
which case they shall bear interest from May 1, 1993; provided, however,
that, subject to the provisions of this Section with respect to failure
by the Company to pay any interest on an interest payment date, the
holder of any New Bond dated after a record date (as hereinafter
defined) for the payment of interest and prior to the date of payment of
such interest shall not be entitled to payment of such interest and
shall have no claim against the Company with respect thereto.
The person in whose name any New Bond is registered at the close of
business on any record date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such Bond upon any
transfer or exchange thereof subsequent to the record date and prior to
such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid to the
person in whose name such Bond is registered on the date of payment of
such defaulted interest or on a subsequent record date for such payment
if one shall have been established as hereinafter provided. A
subsequent record date may be established by the Company by notice
mailed to the holders of the New Bonds not less than ten days preceding
such record date, which record date shall be not more than thirty days
prior to the subsequent interest payment date. The term "record date"
as used in this Section with respect to any regular interest payment
date shall mean the April 15 or October 15, as the case may be, next
preceding such interest payment date, or, if such April 15 or October 15
shall be a legal holiday in the State of New York or in the State of
Missouri or a day on which banking institutions in the Borough of
Manhattan, The City of New York, or the City of St. Louis, Missouri, are
authorized by law to close, the next preceding day which shall not be a
legal holiday or a day on which such institutions are so authorized to
close.
SECTION 3. The New Bonds and the Trustee's certificate on the New
Bonds shall be substantially in the following forms respectively:
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<PAGE>
[FORM OF FACE OF NEW BOND]
UNION ELECTRIC COMPANY
(Incorporated under the laws of the State of Missouri)
First Mortgage Bond, 6 3/4% Series Due 2008
Due May 1, 2008
No. $
UNION ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the "Company",
which term shall include any successor corporation as defined in the
Amended Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to ...................................
............................. or registered assigns, the sum of
..................................................................
Dollars, on the first day of May 2008 in any coin or currency of the
United States of America which at the time of payment is legal tender
for public and private debts, and to pay interest thereon, in like coin
or currency, at the rate of six and three-fourths per centum (6 3/4%)
per annum, payable semi-annually, on May 1 and November 1 in each year
until maturity, or, if the Company shall default in the payment of the
principal hereof, until the Company's obligation with respect to the
payment of such principal shall be discharged as provided in the Amended
Indenture referred to on the reverse hereof. Such interest shall be
payable from the May 1 or November 1, as the case may be, next preceding
the date hereof to which interest has not been paid, unless the date
hereof is a May 1 or November 1 to which interest has been paid, in
which case from the date hereof, or unless the date hereof is prior to
the first payment of interest, in which case from May 1, 1993. The
interest so payable will be paid to the person in whose name this Bond,
or the Bond in exchange or substitution for which this Bond shall have
been issued, shall have been registered at the close of business on the
April 15 or October 15, as the case may be, next preceding the date of
payment, subject to certain exceptions set forth in the Amended
Indenture. The principal of, and interest and premium, if any, on, this
Bond are payable at the office of the Company in the City of St. Louis,
Missouri; provided, however, that at the option of the Company, interest
on this Bond may be paid by check mailed to the registered holder of
this Bond at such holder's address as it shall appear on the books of
the Company to be kept for that purpose.
This Bond shall not be entitled to any benefit under the Amended
Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until Boatmen's Trust Company, the Trustee
under the Amended Indenture, or a successor trustee thereto under the
Amended Indenture, or an agent therefor, shall have signed the form of
certificate endorsed hereon.
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<PAGE>
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, Union Electric Company has caused this Bond to be
signed in its name by its Chairman of the Board or President or a Vice
President by his manual signature or a facsimile thereof, and its
corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary by his manual
signature or a facsimile thereof.
Dated,
Union Electric Company,
By...................................
Vice President.
[Corporate Seal]
Attest:
..............................
Secretary.
[form of trustee's certificate]
This Bond is one of the Bonds, of the series designated therein,
described in the within-mentioned Amended Indenture and Supplemental
Indenture of May 1, 1993.
Boatmen's Trust Company,
Trustee.
By Union Electric Company, Agent
[form of reverse of new bond]
This Bond is one of a duly authorized issue of Bonds of the Company
(herein called the "Bonds"), in unlimited aggregate principal amount, of
the series hereinafter specified, all issued and to be issued under and
equally secured by indenture of mortgage and deed of trust, dated June
15, 1937, executed by the Company to Boatmen's Trust Company, (herein
called the "Trustee"), as trustee, as amended by indentures supplemental
thereto dated May 1, 1941, April 1,
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<PAGE>
1971, February 1, 1974, and July 7, 1980, between the Company and the
Trustee (said mortgage and deed of trust, as so amended, being herein
called the "Amended Indenture"), to which Amended Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the properties mortgaged and pledged, the nature and
extent of the security, the rights of the bearers or registered owners
of the Bonds and of the Trustee in respect thereto, and the terms and
conditions upon which the Bonds are, and are to be, secured. To the
extent permitted by, and as provided in, the Amended Indenture,
modifications or alterations of the Amended Indenture, or of any
indenture supplemental thereto, and of the rights and obligations of the
Company and of the holders of the Bonds may be made with the consent of
the Company by an affirmative vote of not less than 80% in amount of the
Bonds entitled to vote then outstanding, at a meeting of Bondholders
called and held as provided in the Amended Indenture, and by an
affirmative vote of not less than 80% in amount of the Bonds of any
series entitled to vote then outstanding and affected by such
modification or alteration, in case one or more but less than all of the
series of Bonds then outstanding under the Amended Indenture are so
affected. The Company has reserved the right to amend the Amended
Indenture without any consent or other action by holders of bonds of any
series created by the Supplemental Indenture of August 16, 1976, or by
any supplemental indenture dated thereafter, including the Supplemental
Indenture of May 1, 1993, to provide that the Amended Indenture may be
modified or altered with the consent of the holders of not less than 60%
in aggregate principal amount of the Bonds; and if less than all series
of Bonds are affected with the consent also of the holders of not less
than 60% in aggregate principal amount of the Bonds of each series so
affected. Additionally, the Company has reserved the right to amend the
Amended Indenture, as supplemented, to authorize amendments thereto by
an appropriate written consent of not less than 60% in aggregate
principal amount of the Bonds outstanding without a meeting of such
Bondholders. No such modification or alteration shall be made which
will affect the terms of payment of the principal of, or interest or
premium on, this Bond, which are unconditional. The Bonds may be issued
in series, for various principal sums, may mature at different times,
may bear interest at different rates and may otherwise vary as in the
Amended Indenture provided. This Bond is one of a series designated as
the "First Mortgage Bonds, 6 3/4% Series due 2008" (herein called the
"Bonds of this Series") of the Company, issued under and secured by the
Amended Indenture and described in the indenture (hereinafter called the
"New Supplemental Indenture") dated May 1, 1993, between the Company and
the Trustee, supplemental to the Amended Indenture.
The Bonds of this Series are not entitled to the benefit of any
improvement, maintenance or analogous fund.
The Bonds of this Series are not subject to redemption prior to
maturity.
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<PAGE>
In case an event of default, as defined in the Amended Indenture,
shall occur, the principal of all the Bonds at any such time outstanding
under the Amended Indenture may be declared or may become due and
payable, upon the conditions and in the manner and with the effect
provided in the Amended Indenture. The Amended Indenture provides that
such declaration may in certain events be waived by the holders of a
majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person
or by duly authorized attorney, on the books of the Company to be kept
for that purpose at the office of the Company in the City of St. Louis,
Missouri, upon surrender and cancellation of this Bond and on
presentation of a duly executed written instrument of transfer, and
thereupon a new Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor, without payment of any
charge other than stamp taxes and other governmental charges incident
thereto; and this Bond with or without others of like series, may in
like manner be exchanged for one or more new Bonds of the same series of
other authorized denominations but of the same aggregate principal
amount; all subject to the terms and conditions set forth in the Amended
Indenture.
The Bonds of this Series are to be issued initially under a book-
entry only system and, except as hereinafter provided, will be
registered in the name of The Depository Trust Company, New York, New
York ("DTC") or its nominee, which shall be considered to be the holder
of all of the Bonds of this Series for all purposes of the Mortgage,
including, without limitation, payment by the Company of principal of
and interest on such Bonds of this Series and receipt of notices and
exercise of rights of holders of such Bonds of this Series. There shall
be a single global bond of this series which shall be immobilized in the
custody of DTC or its designee with the owners of book-entry interest in
Bonds of this Series ("Book-Entry Interests") having no right to receive
Bonds of this Series in the form of physical securities or certificates.
Ownership of Book-Entry Interests shall be shown by book-entry on the
system maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the Participants.
Transfers of ownership of Book-Entry Interests are to be made only by
DTC and the Participants by that book-entry system, the Company and the
Trustee having no responsibility therefor so long as Bonds of this
Series are registered in the name of DTC or its nominee. DTC is to
maintain records of the positions of Participants in Bonds of this
Series, and the Participants and persons acting through Participants are
to maintain records of the purchasers and owners of Book-Entry
Interests. If DTC or its nominee determines not to continue to act as a
depository for the Bonds of this Series in connection with a book-entry
only system, another depository, if available, may act instead and the
single global bond of this series will be transferred into the name of
such other depository or its nominee, in which case the above provisions
will continue to apply but to the new depository. If the book-entry
only system for Bonds of this Series is
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<PAGE>
discontinued by the Company for any reason, upon surrender and
cancellation of the single global bond of this series registered in the
name of the then depository or its nominee, new registered Bonds of this
Series will be issued in authorized denominations to the holders of
Book-Entry Interests in principal amounts coinciding with the amounts of
such Book-Entry Interests shown on the book-entry system immediately
prior to the discontinuance thereof. Neither the Trustee nor the
Company shall be responsible for the accuracy of the interests shown on
that system.
No recourse shall be had for the payment of the principal of,
premium, if any, on or the interest on, this Bond, or for any claim
based hereon or on the Amended Indenture or any indenture supplemental
thereto, against any incorporator, or against any stockholder, director
or officer, past, present or future, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability, whether at common law, in
equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof
by the acceptance of this Bond and as part of the consideration for the
issue hereof, and being likewise released by the terms of the Amended
Indenture.
[end of form of reverse of new bond]
SECTION 4. Until New Bonds in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver, in lieu thereof, New Bonds in
temporary form, as provided in Section 9 of Article II of the Original
Indenture. New Bonds in temporary form may, in lieu of the specific
redemption prices, if any, required to be set forth in New Bonds in
definitive form, include a reference to this Supplemental Indenture for
a statement of such redemption prices.
ARTICLE II.
ISSUE oF THE NEW BONDS
SECTION 1. The principal amount of the New Bonds which may be
authenticated and delivered hereunder are not limited except as the
Original Indenture limits the principal amount of Bonds which may be
issued thereunder.
SECTION 2. The New Bonds in the aggregate principal amount of One
Hundred Forty Eight Million Dollars ($148,000,000), being the initial
issue of the New Bonds, may forthwith at any time or from time to time
be executed by the
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<PAGE>
Company and delivered to the Trustee and shall be authenticated by the
Trustee and delivered (either before or after the filing or recording
hereof) to or upon the order of the Company, upon compliance by the
Company with the applicable provisions of Article III and Article XVIII
of the Original Indenture.
ARTICLE III.
REDEMPTION OF THE NEW BONDS
SECTION 1. The New Bonds shall not be redeemable prior to maturity.
There shall be no improvement, maintenance or analogous fund for the
New Bonds.
ARTICLE IV.
COVENANTS.
The Company hereby covenants, warrants and agrees;
SECTION 1. That the Company is lawfully seized and possessed of all
of the mortgaged property described in the granting clauses of this
Supplemental Indenture; that it has good right and lawful authority to
mortgage the same as provided in this Supplemental Indenture; and that
such mortgaged property is, at the actual date of the issue of the New
Bonds, free and clear of any deed of trust, mortgage, lien, charge or
encumbrance thereon or affecting the title thereto prior to the Original
Indenture, except as set forth in the granting clauses of the Original
Indenture or this Supplemental Indenture.
SECTION 2. That, so long as any of the New Bonds are outstanding,
whenever any officers' certificate is required to be filed or deposited
with the Trustee pursuant to Section 3(b) of Article III of the Original
Indenture upon an application for the authentication of additional Bonds
pursuant to Article III of the Original Indenture, such officers'
certificate shall include, in addition to the matters required to be
stated therein by said Section 3(b), the statement with respect to the
net earnings of the Company available for interest after property
retirement appropriations required by Section 2 of Article V of the
Supplemental Indenture of July 1, 1956.
SECTION 3. That, so long as any of the New Bonds are outstanding,
the Company will not apply for the authentication and delivery of
additional Bonds pursuant to Section 4 of Article III of the Original
Indenture or the withdrawal
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<PAGE>
of cash from the trust estate or the reduction of the amount of cash
required to be paid into the trust estate or to satisfy the maintenance
and improvement funds under any provision of the Original Indenture or
the Supplemental Indentures creating prior series of Bonds, on the basis
of the amount of $15,000,000 excluded from net bondable value of
property additions not subject to an unfunded prior lien pursuant to
Section 3 of Article V of the Supplemental Indenture of October 1, 1945,
or on the basis of the amount of $7,500,000 excluded from net bondable
value of property additions not subject to an unfunded prior lien
pursuant to Section 3 of Article V of the Supplemental Indenture of July
1, 1956.
SECTION 4. That, so long as any of the New Bonds are outstanding,
the Company will not issue or permit to be issued any prior lien bonds
secured by an unfunded prior lien in addition to the prior lien bonds
secured by such unfunded prior lien at the time of first acquisition by
the Company of property subject thereto (other than in lieu of lost,
stolen or mutilated bonds or on the exchange for bonds already
outstanding of an equal principal amount of other bonds of the same
issue and the same series, if any, and of the same maturity), except
upon compliance with the provisions of Section 16 of Article IV of the
Original Indenture, nor unless the net earnings of the Company available
for interest after property retirement appropriations (determined as
provided in Section 2 of Article V of the Supplemental Indenture of July
1, 1956), for any twelve consecutive calendar months during the period
of fifteen calendar months immediately preceding the first day of the
month in which the additional prior lien bonds are to be issued, have
been, in the aggregate, equal to not less than twice the annual interest
charges on the indebtedness specified in subparagraphs (i) and (ii) of
paragraph (1) of Section 2(a) of said Article V; provided that, if the
application for the issue of such additional prior lien bonds is upon
the basis of payment at maturity of prior lien bonds theretofore sold or
otherwise disposed of or the redemption or purchase thereof after a date
two years prior to the date of maturity, the additional requirement
imposed by this Section 4 with respect to net earnings of the Company
available for interest after property retirement appropriations shall
not apply. Any officers' certificate with respect to net earnings of
the Company, required to be filed with the Trustee as a condition
precedent to the issue of such additional prior lien bonds, shall
include, in addition to the matters otherwise required to be stated
therein, the matters required to be stated in an officers' certificate
pursuant to paragraphs (1) and (2) of Section 2(a) of said Article V.
SECTION 5. That, so long as any of the New Bonds are outstanding,
the Company will not acquire, by purchase, merger or otherwise, any
property subject to a lien or liens which will on acquisition be an
unfunded prior lien or prior liens, except upon compliance with the
provisions of Section 14 of Article IV of the Original Indenture, nor
unless the net earnings of such property available for interest after
property retirement appropriations (determined in the manner provided in
Section 2 of Article V of the Supplemental Indenture of
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<PAGE>
July 1, 1956), for any twelve consecutive calendar months during the
period of fifteen calendar months immediately preceding the first day of
the month in which the first acquisition of property subject to such
lien or liens occurs, have been, in the aggregate, equal to not less
than twice the amount of annual interest charges, on all outstanding
indebtedness secured by such lien or liens. Any officers' certificate
with respect to net earnings of such property, required to be filed with
the Trustee as a condition precedent to the acquisition of such
property, shall include, in addition to the matters otherwise required
to be stated therein, the matters required to be stated in an officers'
certificate pursuant to Section 2 of said Article V applicable, however,
only to the net earnings of such property and to the indebtedness
secured by such liens to which such property is subject.
ARTICLE V.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided,
and agrees to perform the same upon the terms and conditions in the
Original Indenture and in this Supplemental Indenture set forth, and
upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
ARTICLE VI.
CONSENTS AND AGREEMENTS OF HOLDERS OF THE NEW BONDS
TO CERTAIN MATTERS
The Company, and the holders of the New Bonds by their acceptance and
holding thereof, hereby consent and agree as follows:
(A) When the provisions of this Article VI shall become effective
as provided in Subdivision (B) hereof, the provisions of the Original
Indenture shall become and shall be deemed to have been, amended,
effective on said date, by the Supplemental Indenture dated February
1, 1974, in the following respects:
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<PAGE>
(1) by inserting the following paragraph after the definition of
"Nonbondable property" in Article I of the Original Indenture;
"Nuclear fuel:
The term 'Nuclear fuel' shall mean (a) any fuel element, including
nuclear fuel and associated means (and any similar or analogous
device or substance), whether or not classified as fuel and whether
or not chargeable to operating expenses, comprising or intended to
comprise or formerly comprising the core, or other part of a nuclear
reactor or any similar or analogous device, (b) any fuel element,
including nuclear fuel and associated means (and any similar or
analogous device or substance) while in the process of fabrication or
preparation and special nuclear or other materials held for use in
such fabrication or preparation, (c) any substances or materials
formerly comprising such nuclear fuel and associated means (or any
similar or analogous device or substance) and which substances or
materials are undergoing or have undergone reprocessing and (d)
uranium, thorium, plutonium, and any other substance or material from
time to time used or selected for use by the Company as fuel
material, or as potential fuel material, in a nuclear reactor or any
similar or analogous device."
(2) by deleting the word "and" at the end of subparagraph (e) of the
definition of "Permitted liens" in Article I of the Original Indenture,
changing the period at the end of subparagraph (f) of such definition to
"; and", and adding a new subparagraph (g) reading as follows:
"(g) any controls, liens, restrictions, regulations, easements,
exceptions or reservations of any governmental authority applying
particularly to 'Nuclear fuel'."
(3) by deleting the word "and" at the end of subparagraph (d) of the
third paragraph of the definition of "Property additions" in Article I
of the Original Indenture, changing the period at the end of
subparagraph (e) to "; and" and adding a new subparagraph (f) reading as
follows:
"(f) anything in this Indenture notwithstanding, the term
'Property additions' shall include 'Nuclear fuel'."
(4) by inserting after the words "such property additions" when first
used in subdivision (4) of subparagraph (f) of Section 4 of Article III
of the Original Indenture the following:
", provided that, in the case of property additions constituting
all or part of a facility for the production of electricity by use
of a nuclear reactor or any similar or analogous device, or
Nuclear fuel materials, assemblies or components for use therein,
in respect of which the
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<PAGE>
application is made prior to receipt of necessary authority to
operate such facility, such opinion need only state that (i) the
Company has necessary authority to own such property additions and
(ii) in the case of property additions for which construction
authority is necessary, the Company has necessary authority to
construct the same."
and
(5) by inserting after the words "any machinery or equipment," in
subparagraph (a) of Section 2 of Article VII of the Original Indenture
the following:
"or any Nuclear fuel materials, assemblies or components,"
(B) The provisions of this Article VI shall become effective on
the earliest date on which either (a) no Bonds of a Series prior to
the Bonds of 2004 Series (as described in the Supplemental Indenture
dated February 1, 1974) shall be outstanding or (b) the amendment to
the Original Indenture provided in Article VII of the Supplemental
Indenture dated February 1, 1974, shall have become effective upon
vote of the holders of Bonds as provided in Article XV of the
Original Indenture, provided that no vote of the holders of the Bonds
of 2004 Series or Bonds of any series created thereafter shall be
required for effecting such amendments.
ARTICLE VII.
RESERVATIONS BY COMPANY TO
AMEND ORIGINAL INDENTURE.
SECTION 1. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall be necessary in order to amend
Article XV thereof so as to substitute "sixty percent. (60%)" for
"eighty percent. (80%)" wherever appearing in said Article XV.
SECTION 2. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall
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<PAGE>
be necessary in order to amend Article XV thereof by adding thereto a
Section 9 to read as follows:
"SECTION 9. (A) Anything in this Article XV contained to the
contrary notwithstanding, the Trustee shall receive the written
consent (in any number of instruments of similar tenor executed by
Bondholders or by their attorneys appointed in writing) of the
holders of sixty percent. (60%) or more in principal amount of the
Bonds outstanding hereunder, and, if the rights of one or more, but
less than all, series of Bonds then outstanding are to be affected
by action taken pursuant to such consent, then also by consent of
the holders of at least sixty per cent. (60%) in principal amount
of each series of Bonds so to be affected and outstanding
hereunder (at the time the last such needed consent is delivered to
the Trustee) in lieu of the holding of a meeting pursuant to this
Article XV and in lieu of all action at such a meeting and with the
same force and effect as a resolution duly adopted in accordance
with the provisions of Section 6 of this Article XV.
(B) Instruments of consent shall be witnessed or in the
alternative may (a) have the signature guaranteed by a bank or trust
company or a registered dealer in securities, (b) be acknowledged
before a Notary Public or other officer authorized to take
acknowledgements, or (c) have their genuineness otherwise established
to the satisfaction of the Trustee.
The amount of Bonds payable to bearer, and the series and serial
numbers thereof, held by a person executing an instrument of consent
(or whose attorney has executed an instrument of consent in his
behalf), and the date of his holding the same may be proved by
exhibiting the Bonds to and obtaining a certificate executed by (i)
any bank or trust or insurance company, or (ii) any trustee,
secretary, administrator or other proper officer of any pension,
welfare, hospitalization or similar fund or funds, or (iii) the
United States of America, any Territory thereof, the District of
Columbia, any State of the United States or any public
instrumentality of the United States, or of any State or of any
Territory, or (iv) any other person or corporation satisfactory to
the Trustee. A Bondholder in any of the foregoing categories may
sign a certificate in his own behalf.
Each such certificate shall be dated and shall state, in effect,
that as of the date thereof, a coupon Bond or Bonds bearing a
specified serial number or numbers was deposited with or exhibited to
the signer of such certificate. The holding by the person named in
any such certificate of any Bond specified therein shall be presumed
to continue unless (1) any certificate bearing a later date issued in
respect of the same Bond shall be produced, (2) the Bond specified
in such certificate (or any Bond or Bonds issued in exchange or
substitution for such Bond) shall be produced by another holder, or
(3) the Bond specified in such certificate shall be registered as to
principal in the name of another holder or shall have been
surrendered in exchange for
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<PAGE>
a fully registered bond registered in the name of another holder.
The Trustee may nevertheless, in his discretion, require further
proof in cases where it deems further proof desirable. The ownership
of registered Bonds shall be proved by the registry books.
(C) Until such time as the Trustee shall receive the written
consent of the necessary per cent. in principal amount of the Bonds
required by the provisions of subsection (A) above for action
contemplated by such consent, any holder of a Bond, the serial number
of which is shown by the evidence to be included in the Bonds the
holders of which have consented to such action, may, by filing
written notice with the Trustee at its principal office and upon
proof of holding as provided in subsection (B) above, revoke such
consent so far as it concerns such Bond. Except as aforesaid, any
such action taken by the holder of any Bond shall be conclusive and
binding upon such holder and upon all future holders of such Bond
(and any Bond issued in lieu thereof or exchanged therefor),
irrespective of whether or not any notation of such consent is made
upon such Bond, and in any event any action taken by the holders of
the percentage in aggregate principal amount of the Bonds specified
in subsection (A) above in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of
all the Bonds."
ARTICLE VIII.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except as otherwise defined herein, all terms contained
in this Supplemental Indenture shall, for all purposes thereof, have the
meanings given to such terms in Article I of the Original Indenture.
SECTION 2. This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed
shall be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, said Union Electric Company has caused this
Supplemental Indenture to be executed on its behalf by its Chairman of
the Board or President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture
to be attested by its Secretary or one of its Assistant Secretaries; and
said Boatmen's Trust Company, in evidence of its acceptance of the trust
hereby created, has caused this Supplemental Indenture to be executed on
its behalf by its President or one of its Vice Presidents, and its
corporate seal to be hereto affixed and said seal and
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<PAGE>
this Supplemental Indenture to be attested by its Secretary, or one of
its Assistant Secretaries; all as of the 1st day of May, One thousand
nine hundred and ninety-three.
UNION ELECTRIC COMPANY,
1901 Chouteau Avenue
[Corporate Seal] St. Louis, Missouri.
By Donald E. Brandt
Attested: Senior Vice President.
James C. Thompson
Secretary.
Signed, sealed and delivered by
UNION ELECTRIC COMPANY
in the presence of:
Mark E. Blair
G. L. Waters
As Witnesses.
BOATMEN'S TRUST COMPANY,
510 Locust Street,
[Corporate Seal] St. Louis, Missouri.
By H. E. Bradford
Attested: Senior Vice President.
Jerry L. Rector
Assistant Secretary.
Signed, sealed and delivered by
BOATMEN'S TRUST COMPANY
in the presence of:
Lisa A. Winborn
P. C. QuiBelle
As Witnesses.
-25-
<PAGE>
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 3rd day of May, 1993, before me appeared DONALD E. BRANDT, to
me personally known, who, being by me duly sworn, did say that he is a
Senior Vice President of UNION ELECTRIC COMPANY, a corporation, and that
the seal affixed to the foregoing instrument is the corporate seal of
said corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of Directors, and
said DONALD E. BRANDT acknowledged said instrument to be the free act
and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 3rd day of May, 1993, before me appeared H. E. BRADFORD, to
me personally known, who, being by me duly sworn, did say that he is a
Senior Vice President of BOATMEN'S TRUST COMPANY, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in
behalf of said corporation, as the trustee thereunder by authority of
its Board of Directors, and said H. E. BRADFORD, acknowledged said
instrument to be the free act and deed of said corporation as the
trustee under said instrument.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
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<PAGE>
EXHIBIT 4.7
[Conformed Copy]
================================================================================
UNION ELECTRIC COMPANY
TO
BOATMEN'S TRUST COMPANY
AS TRUSTEE
SUPPLEMENTAL INDENTURE
Dated August 1, 1993
----------
First Mortgage Bonds,
7.15% Series due 2023
================================================================================
<PAGE>
UNION ELECTRIC COMPANY
SUPPLEMENTAL INDENTURE
DATED AUGUST 1, 1993
----------------------
INSERTED FOR CONVENIENCE ONLY AND NOT AS A PART OF THE
SUPPLEMENTAL INDENTURE DATED AUGUST 1, 1993
<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties...................................................... 1
Recitals..................................................... 1
Granting Clauses............................................. 8
Habendum..................................................... 11
Subject to Certain Exceptions................................ 11
Grant in Trust............................................... 11
General Covenant............................................. 11
ARTICLE I
Description of The New Bonds
Sec. 1. General description of the New Bonds............. 11
Sec. 2. Denominations and dating the New Bonds, privilege
of exchange and other matters.................. 12
Sec. 3. Form of face of the New Bond..................... 13
Form of Trustee's Certificate.................... 14
Form of reverse of the New Bond.................. 15
Sec. 4. Execution of and form of the New Bonds in
temporary form................................. 18
</TABLE>
i
<PAGE>
ARTICLE II
Issue of The New Bonds
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
Sec. 1. Limitation as to principal amount.............................. 18
Sec. 2. Initial issue of $75,000,000 aggregate
principal amount of the New Bonds.............................. 18
ARTICLE III
Redemption of the New Bonds
<S> <C> <C> <C>
Sec. 1. New Bonds redeemable........................................... 19
No improvement, maintenance or analogous
fund for the New Bonds......................................... 19
Sec. 2. Notice of Redemption........................................... 19
ARTICLE IV
Covenants
<S> <C> <C> <C>
Sec. 1. Of seisin and title............................................ 19
Sec. 2. Earnings test required for issue of additional Bonds........... 20
Sec. 3. Exclusion of $22,500,000 from net bondable value of property
additions available for purposes of the Original Indenture..... 20
Sec. 4. Against issuance of additional prior lien bonds secured by
unfunded prior liens except under certain conditions........... 20
Sec. 5. Against acquisition of property subject to unfunded prior liens
except under certain conditions................................ 21
</TABLE>
ii
<PAGE>
ARTICLE V
The Trustee
<TABLE>
<CAPTION>
Page
----
<S> <C>
Acceptance of trusts by Trustee............................................. 21
Trustee not responsible for validity of Supplemental Indenture.............. 22
ARTICLE VI
Consents and Agreements of Holders of The New Bonds
to Certain Matters
Consent and Agreement to amendments contained in Article VII of the
Supplemental Indenture dated February 1, 1974 on effective date of
this Article............................................................. 22
Definition of "Nuclear fuel".............................................. 22
Definition of "Permitted liens"........................................... 23
Definition of "Property additions"........................................ 23
Relating to subdivision (4) of subparagraph (f) of Section 4 of
Article III of the Original Indenture.................................... 23
Relating to subparagraph (a) of Section 2 of Article VII of the Original
Indenture................................................................ 23
Effective date of Article VI.............................................. 23
</TABLE>
iii
<PAGE>
ARTICLE VII
Reservations by Company to Amend
Original Indenture
Page
----
Sec. 1. Substitution of 60% for 80% wherever appearing in Article XV
of the Original Indenture................................. 24
Sec. 2. Reservation of right to amend Article XV of the Original
Indenture by adding a new Section 9 thereto............... 24
ARTICLE VIII
Miscellaneous Provisions
Sec. 1. Meanings of terms in Supplemental Indenture................. 26
Sec. 2. Execution of Supplemental Indenture in counterparts......... 26
Testimonium.......................................................... 26
Execution............................................................ 27
Acknowledgements..................................................... 28
iv
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of August, One thousand
nine hundred and ninety-three (1993) made by and between UNION ELECTRIC
COMPANY, a corporation organized and existing under the laws of the
State of Missouri (hereinafter called the "Company"), party of the first
part, and BOATMEN'S TRUST COMPANY, a corporation organized and existing
under the laws of the State of Missouri (hereinafter called the
"Trustee"), as Trustee under the Indenture of Mortgage and Deed of Trust
dated June 15, 1937, hereinafter mentioned, party of the second part:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust, dated June 15,
1937, to secure the payment of the principal of and the interest (and
premium, if any) on all bonds at any time issued and outstanding
thereunder; and indentures supplemental thereto dated June 15, 1937, May
1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1,
1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1,
1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955,
August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, June 12, 1970, January
1, 1971, April 1, 1971, September 15, 1971, December 3, 1973, February
1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975,
May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977,
November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979,
November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980,
February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982,
December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June
11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991,
December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992,
December 1, 1992, February 1, 1993, February 18, 1993, and May 1, 1993
respectively, have heretofore been entered into between the Company and
the Trustee (said Indenture of Mortgage and Deed of Trust, as amended
and supplemented by said Supplemental Indentures being hereinafter
sometimes referred to as the "Original Indenture"); and
WHEREAS, Bonds have heretofore been issued by the Company under the
Original Indenture as follows:
(1) $80,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/4% Series due 1962, all of which have been redeemed
prior to the date of the execution hereof;
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<PAGE>
(2) $90,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/8% Series due 1971, which are described in the
Supplemental Indenture dated May 1, 1941 (hereinafter called the
"Supplemental Indenture of May 1, 1941"), all of which have been paid
at maturity prior to the date of the execution hereof;
(3) $13,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 3/4% Series due 1975 (herein called the "Bonds of 1975
Series"), which are described in the Supplemental Indenture dated
October 1, 1945 (hereinafter called the "Supplemental Indenture of
October 1, 1945"), all of which have been paid at maturity prior to
the date of the execution hereof;
(4) $25,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 7/8% Series due 1980 (herein called the "Bonds of 1980
Series"), which are described in the Supplemental Indenture dated
December 1, 1950 (hereinafter called the "Supplemental Indenture of
December 1, 1950"), all of which have been paid at maturity prior to
the date of the execution hereof;
(5) $30,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 1/4% Series due 1982 (herein called the "Bonds of 1982
Series"), which are described in the Supplemental Indenture dated May
1, 1952 (hereinafter called the "Supplemental Indenture of May 1,
1952"), all of which have been paid at maturity prior to the date of
the execution hereof;
(6) $40,000,000 principal amount of First Mortgage Bonds, 3 3/4%
Series due 1986 (herein called the "Bonds of 1986 Series"), which are
described in the Supplemental Indenture dated July 1, 1956
(hereinafter called the "Supplemental Indenture of July 1, 1956"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(7) $35,000,000 principal amount of First Mortgage Bonds, 4 3/8%
Series due 1988 (herein called the "Bonds of 1988 Series"), which are
described in the Supplemental Indenture dated March 1, 1958
(hereinafter called the "Supplemental Indenture of March 1, 1958"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(8) $50,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1990 (herein called the "Bonds of 1990 Series"), which are
described in the Supplemental Indenture dated September 1, 1960
(hereinafter called the "Supplemental Indenture of September 1,
1960"), all of which have been paid at maturity prior to the date of
the execution hereof;
(9) $30,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1991 (herein called the "Bonds of 1991 Series"), which are
described in the Supplemental Indenture dated July 1, 1961
(hereinafter called the
-2-
<PAGE>
"Supplemental Indenture of July 1, 1961"), all of which have been
paid at maturity prior to the date of the execution hereof;
(10) $30,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1993 (herein called the "Bonds of 1993 Series"), which are
described in the Supplemental Indenture dated November 1, 1963
(hereinafter called the "Supplemental Indenture of November 1,
1963"), all of which have been redeemed prior to the date of the
execution hereof;
(11) $35,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1995 (herein called the "Bonds of 1995 Series"), which are
described in the Supplemental Indenture dated April 1, 1965
(hereinafter called the "Supplemental Indenture of April 1, 1965"),
all of which are outstanding at the date of the execution hereof;
(12) $30,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1966
(hereinafter called the "Supplemental Indenture of May 1, 1966"), all
of which are outstanding at the date of the execution hereof;
(13) $40,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1997 (herein called the "Bonds of 1997 Series"), which are
described in the Supplemental Indenture dated March 1, 1967
(hereinafter called the "Supplemental Indenture of March 1, 1967"),
all of which are outstanding at the date of the execution hereof;
(14) $50,000,000 principal amount of First Mortgage Bonds, 7%
Series due 1998 (herein called the "Bonds of 1998 Series"), which are
described in the Supplemental Indenture dated March 15, 1968
(hereinafter called the "Supplemental Indenture of March 15, 1968"),
all of which have been redeemed prior to the date of the execution
hereof;
(15) $35,000,000 principal amount of First Mortgage Bonds, 7 3/8%
Series due 1999 (herein called the "Bonds of May 1999 Series"), which
are described in the Supplemental Indenture dated May 1, 1969
(hereinafter called the "Supplemental Indenture of May 1, 1969"), all
of which have been redeemed prior to the date of the execution
hereof;
(16) $40,000,000 principal amount of First Mortgage Bonds, 8 1/4%
Series due 1999 (herein called the "Bonds of October 1999 Series"),
which are described in the Supplemental Indenture dated October 1,
1969 (hereinafter called the "Supplemental Indenture of October 1,
1969"), all of which have been redeemed prior to the date of the
execution hereof;
-3-
<PAGE>
(17) $100,000,000 principal amount of First Mortgage Bonds, 9.95%
Series due 1999 (herein called the "Bonds of November 1999 Series"),
which are described in the Supplemental Indenture dated November 1,
1979 (hereinafter called the "Supplemental Indenture of November 1,
1979"), all of which have been redeemed prior to the date of the
execution hereof;
(18) $60,000,000 principal amount of First Mortgage Bonds, 9%
Series due 2000 (herein called the "Bonds of 2000 Series"), which are
described in the Supplemental Indenture dated April 1, 1970
(hereinafter called the "Supplemental Indenture of April 1, 1970"),
all of which have been redeemed prior to the date of the execution
hereof;
(19) $50,000,000 principal amount of First Mortgage Bonds, 7 7/8%
Series due 2001 (herein called the "Bonds of January 2001 Series"),
which are described in the Supplemental Indenture dated January 1,
1971 (hereinafter called the "Supplemental Indenture of January 1,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(20) $50,000,000 principal amount of First Mortgage Bonds, 7 5/8%
Series due 2001 (herein called the "Bonds of April 2001 Series"),
which are described in the Supplemental Indenture dated April 1, 1971
(hereinafter called the "Supplemental Indenture of April 1, 1971"),
all of which have been redeemed prior to the date of the execution
hereof;
(21) $60,000,000 principal amount of First Mortgage Bonds, 8 1/8%
Series due 2001 (herein called the "Bonds of October 2001 Series"),
which are described in the Supplemental Indenture dated September 15,
1971 (hereinafter called the "Supplemental Indenture of September 15,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(22) $70,000,000 principal amount of First Mortgage Bonds, 8 3/8%
Series due 2004 (herein called the "Bonds of 2004 Series"), which are
described in the Supplemental Indenture dated February 1, 1974
(hereinafter called the "Supplemental Indenture of February 1,
1974"), all of which have been redeemed prior to the date of the
execution hereof;
(23) $70,000,000 principal amount of First Mortgage Bonds, 10 1/2%
Series due 2005 (herein called the "Bonds of 2005 Series"), which are
described in the Supplemental Indenture dated March 1, 1975
(hereinafter called the "Supplemental Indenture of March 1, 1975"),
all of which have been redeemed prior to the date of the execution
hereof;
(24) $70,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 2006 (herein called the "Bonds of 2006 Series"), which are
described in the Supplemental Indenture dated August 16, 1976
(hereinafter called the
-4-
<PAGE>
"Supplemental Indenture of August 16, 1976"), all of which have been
redeemed prior to the date of the execution hereof;
(25) $27,085,000 principal amount of First Mortgage Bonds, 5.80%
Environmental Improvement Series 1977, which are described in the
Supplemental Indenture dated October 15, 1977 (hereinafter called the
"Supplemental Indenture of October 15, 1977"), all of which have been
redeemed prior to the date of the execution hereof;
(26) $60,000,000 principal amount of First Mortgage Bonds, 8 5/8%
Series due 2007 (herein called the "Bonds of 2007 Series"), which are
described in the Supplemental Indenture dated December 1, 1977
(hereinafter called the "Supplemental Indenture of December 1,
1977"), all of which have been redeemed prior to the date of the
execution hereof;
(27) $55,000,000 principal amount of First Mortgage Bonds, 9.35%
Series due 2008 (herein called the "Bonds of 2008 Series"), which are
described in the Supplemental Indenture dated August 1, 1978
(hereinafter called the "Supplemental Indenture of August 1, 1978"),
all of which have been redeemed prior to the date of the execution
hereof;
(28) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1980, which are described in the
Supplemental Indenture dated August 1, 1980 (hereinafter called the
"Supplemental Indenture of August 1, 1980"), all of which have been
redeemed prior to the date of the execution hereof;
(29) $150,000,000 principal amount of First Mortgage Bonds, 15 3/8%
Series due 1991 (herein called the "Bonds of February 1991 Series"),
which are described in the Supplemental Indenture dated February 1,
1981 (hereinafter called the "Supplemental Indenture of February 1,
1981"), all of which have been redeemed prior to the date of the
execution hereof;
(30) $125,000,000 principal amount of First Mortgage Bonds, 15%
Series due 1992 (herein called the "Bonds of 1992 Series"), which are
described in the Supplemental Indenture dated September 1, 1982
(hereinafter called the "Supplemental Indenture of September 1,
1982"), all of which have been redeemed prior to the date of the
execution hereof;
(31) $100,000,000 principal amount of First Mortgage Bonds, 13%
Series due 2013 (herein called the "Bonds of 2013 Series"), which are
described in the Supplemental Indenture dated March 1, 1983
(hereinafter called the "Supplemental Indenture of March 1, 1983"),
all of which have been redeemed prior to the date of the execution
hereof;
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<PAGE>
(32) $100,000,000 principal amount of First Mortgage Bonds, 9 3/8%
Series due 2016 (herein called the "Bonds of 2016 Series"), which are
described in the Supplemental Indenture dated March 1, 1986
(hereinafter called the "Supplemental Indenture of March 1, 1986"),
all of which have been redeemed prior to the date of the execution
hereof;
(33) $100,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1986
(hereinafter called the "Supplemental Indenture of May 1, 1986"), all
of which have been redeemed prior to the date of the execution
hereof;
(34) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1990A, which are described in the
Supplemental Indenture dated May 1, 1990 (hereinafter called the
"Supplemental Indenture of May 1, 1990"), all of which are
outstanding at the date of the execution hereof;
(35) $125,000,000 principal amount of First Mortgage Bonds, 8 3/4%
Series due 2021 (herein called the "Bonds of 2021 Series"), which are
described in the Supplemental Indenture dated December 1, 1991
(hereinafter called the "Supplemental Indenture of December 1,
1991"), all of which are outstanding at the date of the execution
hereof;
(36) $75,000,000 principal amount of First Mortgage Bonds, 8.33%
Series due 2002 (herein called the "Bonds of 2002 Series"), which are
described in the Supplemental Indenture dated December 4, 1991
(hereinafter called the "Supplemental Indenture of December 4,
1991"), all of which are outstanding at the date of the execution
hereof;
(37) $100,000,000 principal amount of First Mortgage Bonds, 7.65%
Series due 2003 (herein called the "Bonds of 2003 Series"), which are
described in the Supplemental Indenture dated January 1, 1992
(hereinafter called the "Supplemental Indenture of January 1, 1992"),
all of which are outstanding at the date of the execution hereof;
(38) $204,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $100,000,000 principal amount of 6 3/4% Series
due 1999 and $104,000,000 principal amount of 8 1/4% Series due 2022
(herein called the "Bonds of 1999 Series" and "Bonds of 2022 Series",
respectively), which are described in the Supplemental Indenture
dated October 1, 1992 (hereinafter called the "Supplemental Indenture
of October 1, 1992"), all of which are outstanding at the date of the
execution hereof; and
(39) $170,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $85,000,000 principal amount of 7 3/8% Series
due 2004 and
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<PAGE>
$85,000,000 principal amount of 8% Series due 2022 (herein called the
"Bonds of December 2004 Series" and "Bonds of December 2022 Series",
respectively, which are described in the Supplemental Indenture dated
December 1, 1992, (hereinafter called the "Supplemental Indenture of
December 1, 1992), all of which are outstanding at the date of the
execution hereof;
(40) $188,000,000 principal amount of First Mortgage Bonds, 6 7/8%
Series due 2004 (herein called the "Bonds of August 2004 Series"),
which are described in the Supplemental Indenture dated February 1,
1993 (hereinafter called the "Supplemental Indenture of February 1,
1993"), all of which are outstanding at the date of the execution
hereof; and
(41) $148,000,000 principal amount of First Mortgage Bonds, 6 3/4%
Series due 2008 (herein called the "Bonds of May 2008 Series"), which
are described in the Supplemental Indenture dated May 1, 1993
(hereinafter called the "Supplemental Indenture of May 1, 1993"), all
of which are outstanding at the date of the execution hereof;
and
WHEREAS, the Company on August 31, 1955 acquired all of the
properties of Union Electric Power Company, the Subsidiary as defined in
Article I of the Original Indenture, upon the dissolution of the
Subsidiary; the Company, by Supplemental Indenture dated August 31,
1955, conveyed all of the properties so acquired (other than property of
the character defined as excepted property in the granting clauses of
the Original Indenture) to the Trustee upon the terms and trusts in the
Original Indenture and the indentures supplemental thereto set forth for
the equal and proportionate benefit and security of all present and
future holders of the Bonds and coupons issued and to be issued
thereunder, all the shares of stock of the Subsidiary were released from
the lien of the Original Indenture; and the Company became entitled to
change the general designation of the Bonds so as to omit the words "and
Collateral Trust"; and
WHEREAS, the Articles of Incorporation of the Company were duly
amended on April 23, 1956, to change its corporate name from "Union
Electric Company of Missouri" to "Union Electric Company"; and
WHEREAS, the Articles of Agreement of the Trustee were duly amended
effective on January 4, 1982 to change its corporate name from "St.
Louis Union Trust Company" to "Centerre Trust Company of St. Louis", and
further amended on December 9, 1988 to change its corporate name from
"Centerre Trust Company of St. Louis" to "Boatmen's Trust Company"; and
WHEREAS, the Company is entitled at this time to have authenticated
and delivered additional Bonds on the basis of the deposit of cash upon
compliance
-7-
<PAGE>
with and pursuant to the provisions of Section 5 of Article III of the
Original Indenture; and
WHEREAS, the Company desires by this Supplemental Indenture to
provide for the creation of a new series of Bonds under the Original
Indenture, to have the designation provided in Article I, Section 1
hereof (herein called the "New Bonds"), and the Original Indenture
provides that certain terms and provisions, as determined by the Board
of Directors of the Company, of the Bonds of any particular series may
be expressed in and provided by the execution of an appropriate
supplemental indenture; and
WHEREAS, the Company also desires by this Supplemental Indenture to
continue in effect with respect to the holders of the New Bonds the
amendments of the Original Indenture contained in the Supplemental
Indenture dated February 1, 1974, as set forth in Article VII hereof;
and
WHEREAS, the Company also desires by this Supplemental Indenture to
reserve the right to amend the provisions of Article XV of the Original
Indenture to establish new procedures concerning amendments thereof; and
WHEREAS, the Original Indenture provides that the Company and the
Trustee may enter into indentures supplemental to the Original Indenture
specifically to convey, transfer and assign to the Trustee and to
subject to the lien of the Original Indenture additional properties
acquired by the Company; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Board of
Directors, has duly resolved and determined to make, execute and deliver
to the Trustee a Supplemental Indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the acceptance of this trust by the Trustee and
of the sum of One Dollar duly paid by the Trustee to the Company at or
before the time of the execution of this Supplemental Indenture, and of
other valuable considerations, the receipt whereof is hereby
acknowledged, and in order further to secure the payment of the
principal of and interest (and premium, if any) on all Bonds at any time
issued and outstanding under the Original Indenture, according to their
-8-
<PAGE>
tenor and effect, the Company has executed and delivered this
Supplemental Indenture and has granted, bargained, sold, warranted,
aliened, remised, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed and by these presents does grant,
bargain, sell warrant, alien, remise, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Boatmen's Trust Company, as
Trustee, and to its successors in trust under the Original Indenture
forever, all and singular the following described properties (in
addition to all other properties heretofore subjected to the lien of the
Original Indenture and not heretofore released from the lien thereof) -
that is to say:
FIRST.
ALL power houses, plants, buildings and other structures, dams, dam
sites, substations, heating plants, gas works, holders and tanks,
together with all and singular the electric, heating, gas and mechanical
appliances appurtenant thereto of every nature whatsoever, now owned by
the Company, including all and singular the machinery, engines, boilers,
furnaces, generators, dynamos, turbines and motors, and all and every
character of mechanical appliance for generating or producing
electricity, steam, gas and other agencies for light, heat, cold, or
power or other purposes, and all transmission and distribution systems
used for the transmission and distribution of electricity, steam, gas
and other agencies for light, heat, cold or power or any other purpose
whatsoever, whether underground or overhead, surface or otherwise, now
owned by the Company, including all poles, towers, posts, wires, cables,
conduits, manholes, mains, pipes, tubes, drains, furnaces, switchboards,
transformers, conductors, insulators, supports, meters, lamps, fuses,
junction boxes, regulator stations, and other electric, steam and gas
fixtures and apparatus; all of the aforementioned property being located
in the City of St. Louis, the counties of Adair, Audrain, Benton,
Bollinger, Boone, Butler, Caldwell, Callaway, Camden, Cape Girardeau,
Clark, Clay, Clinton, Cole, Cooper, Crawford, Daviess, Dunklin,
Franklin, Gasconade, Howard, Iron, Jefferson, Knox, Lewis, Lincoln,
Livingston, Macon, Madison, Maries, Marion, Miller, Mississippi,
Moniteau, Montgomery, Morgan, New Madrid, Osage, Pemiscot, Perry,
Pettis, Phelps, Pike, Pulaski, Ralls, Randolph, Ray, Reynolds, Ripley,
St. Charles, St. Francois, Ste. Genevieve, St. Louis, Saline, Schuyler,
Scott, Stoddard, Warren, Washington, and Wayne, Missouri, the counties
of Adams, Alexander, Calhoun, Franklin, Hancock, Henderson, Jackson,
Jersey, Macoupin, Madison, Massac, Monroe, Perry, Pike, Pulaski, St.
Clair, Union, and Washington, Illinois, and the counties of Des Moines,
Henry, Johnson, Lee, and Washington, Iowa, upon real estate owned by the
Company, or occupied by it under rights to so occupy, which real estate
is described in the Indenture of Mortgage and Deed of Trust dated June
15, 1937, in the Supplemental Indentures dated May 1, 1941, March 17,
1942, April 13, 1945, April 27, 1945, October 1, 1945, April 11, 1947,
April 13, 1949, September 13, 1950, December 1, 1950, September 20,
1951, May 1, 1952, March 1, 1954, May 1, 1955, August 31, 1955, April 1,
1956, July 1, 1956, August 1, 1957, February
-9-
<PAGE>
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, January 1, 1971, April
1, 1971, September 15, 1971, December 3, 1973, February 1, 1974, April
25, 1974, February 3, 1975, March 1, 1975, June 11, 1975, May 12, 1976,
August 16, 1976, April 26, 1977, October 15, 1977, November 7, 1977,
December 1, 1977, August 1, 1978, October 12, 1979, November 1, 1979,
July 7, 1980, August 1, 1980, August 20, 1980, February 1, 1981, October
8, 1981, August 27, 1982, September 1, 1982, December 15, 1982, March 1,
1983, June 21, 1984, December 12, 1984, June 11, 1985, March 1, 1986,
May 1, 1986, May 1, 1990, December 1, 1991, December 4, 1991, January 1,
1992, September 30, 1992, October 1, 1992, December 1, 1992, February 1,
1993, February 18, 1993, May 1, 1993 and in this Supplemental Indenture,
or attached to or connected with such real estate or transmission or
distribution systems of the Company leading from or into such real
estate.
SECOND.
ALSO (except as in the Original Indenture expressly excepted) all
franchises and all permits, ordinances, easements, privileges,
immunities and licenses, all rights to construct, maintain and operate
overhead, surface and underground systems for the distribution and
transmission of electricity, steam, gas or other agencies for the supply
to itself or others of light, heat, cold or power, all rights-of-way,
all waters, water rights and flowage rights and all grants and consents,
now owned or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
ALSO, (except as in the Original Indenture expressly excepted) all
inventions, patent rights and licenses of every kind now owned by the
Company or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
THIRD.
ALSO, subject to the provisions of Article XII of the Original
Indenture, all other property, real, personal and mixed (except as
therein or herein expressly excepted) of every nature and kind and
wheresoever situated now or hereafter possessed by or belonging to the
Company, or to which it is now, or may at any time hereafter be, in any
manner entitled at law or in equity.
-10-
<PAGE>
TO HAVE AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended
so to be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations and matters
hereinabove recited, to existing leases, to existing liens upon rights
of way for transmission or distribution line purposes, as defined in
Article I of the Original Indenture, and any extensions thereof, and
subject to existing easements for streets, alleys, highways, rights-of-
way and railroad purposes over, upon and across certain of the property
hereinbefore described, and subject also to all the terms, conditions,
agreements, covenants, exceptions and reservations expressed or provided
in the deeds or other instruments respectively under and by virtue of
which the Company acquired the properties hereinabove described, and to
undetermined liens and charges, if any, incidental to construction or
other existing permitted liens as defined in Article I of the Original
Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture and the indentures supplemental thereto, including this
Supplemental Indenture, set forth, for the equal and proportionate
benefit and security of all present and future holders of the Bonds and
coupons issued and to be issued thereunder, or any of them, without
preference of any of said Bonds and coupons of any particular series
over the Bonds and coupons of any other series, by reason of priority in
the time of the issue, sale or negotiation thereof, or by reason of the
purpose of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, for the benefit of those who shall hold the Bonds and
coupons, or any of them to be issued under the Original Indenture, as
follows:
ARTICLE I.
DESCRIPTION OF THE NEW BONDS
SECTION 1. There is hereby created a new series of Bonds to be
executed, authenticated and delivered under and secured by the Original
Indenture which shall, subject to the provisions of Section 1 of Article
II of the Original Indenture, be designated as "First Mortgage Bonds,
7.15% Series due 2023" (the "New Bonds") of the Company. The New Bonds
shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to all of the terms,
conditions and covenants of, the Original Indenture.
The New Bonds shall mature August 1, 2023, and shall bear interest at
the rate per annum set forth in the form of the New Bond contained in
Section 3 of
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<PAGE>
this Article I, payable semi-annually on the first day of February and
the first day of August in each year. The New Bonds shall be payable as
to principal, premium, if any, and interest in any coin or currency of
the United States of America which at the time of payment is legal
tender for public and private debts, and shall be payable at the office
of the Company in the City of St. Louis, Missouri; provided, however,
that at the option of the Company, interest on the New Bonds may be paid
by checks mailed to the registered holder in whose name such Bonds are
registered at the address as it shall appear on the transfer register of
the Company.
SECTION 2. The New Bonds shall be registered Bonds without coupons,
of the denomination of $1,000 or any integral multiple thereof.
The New Bonds shall be transferable and exchangeable for the New
Bonds of other denominations, as in the Original Indenture provided,
except that payment of a service charge therefor will not be required by
the Company.
Notwithstanding the provisions of Section 6 of Article II of the
Original Indenture, the New Bonds shall be dated the date of
authentication and shall bear interest from the interest payment date to
which interest on the New Bonds has been paid next preceding the date
thereof, unless such date is an interest payment date to which interest
has been paid, in which case they shall bear interest from the date
thereof, or unless the date thereof is prior to February 1, 1994, in
which case they shall bear interest from August 1, 1993; provided,
however, that, subject to the provisions of this Section with respect to
failure by the Company to pay any interest on an interest payment date,
the holder of any New Bond dated after a record date (as hereinafter
defined) for the payment of interest and prior to the date of payment of
such interest shall not be entitled to payment of such interest and
shall have no claim against the Company with respect thereto.
The person in whose name any New Bond is registered at the close of
business on any record date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such Bond upon any
transfer or exchange thereof subsequent to the record date and prior to
such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid to the
person in whose name such Bond is registered on the date of payment of
such defaulted interest or on a subsequent record date for such payment
if one shall have been established as hereinafter provided. A
subsequent record date may be established by the Company by notice
mailed to the holders of the New Bonds not less than ten days preceding
such record date, which record date shall be not more than thirty days
prior to the subsequent interest payment date. The term "record date"
as used in this Section with respect to any regular interest payment
date shall mean the January 15 or July 15, as the case may be, next
preceding such interest payment date, or, if such January 15 or
-12-
<PAGE>
July 15 shall be a legal holiday in the State of New York or in the
State of Missouri or a day on which banking institutions in the Borough
of Manhattan, The City of New York, or the City of St. Louis, Missouri,
are authorized by law to close, the next preceding day which shall not
be a legal holiday or a day on which such institutions are so authorized
to close.
SECTION 3. The New Bonds and the Trustee's certificate on the New
Bonds shall be substantially in the following forms respectively:
[FORM OF FACE OF NEW BOND]
UNION ELECTRIC COMPANY
(Incorporated under the laws of the State of Missouri)
First Mortgage Bond, 7.15% Series Due 2023
Due August 1, 2023
No. $
UNION ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the "Company",
which term shall include any successor corporation as defined in the
Amended Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to ...................................
............................. or registered assigns, the sum of
..................................................................
Dollars, on the first day of August 2023 in any coin or currency of the
United States of America which at the time of payment is legal tender
for public and private debts, and to pay interest thereon, in like coin
or currency, at the rate of seven and fifteen one-hundredths per centum
(7.15%) per annum, payable semi-annually, on February 1 and August 1 in
each year until maturity, or, if the Company shall default in the
payment of the principal hereof, until the Company's obligation with
respect to the payment of such principal shall be discharged as provided
in the Amended Indenture referred to on the reverse hereof. Such
interest shall be payable from the February 1 or August 1, as the case
may be, next preceding the date hereof to which interest has not been
paid, unless the date hereof is a February 1 or August 1 to which
interest has been paid, in which case from the date hereof, or unless
the date hereof is prior to the first payment of interest, in which case
from August 1, 1993. The interest so payable will be paid to the person
in whose name this Bond, or the Bond in exchange or substitution for
which this Bond shall have been issued, shall have been registered at
the close of business on the January 15 or July 15, as the case may be,
next preceding the date of payment, subject to certain exceptions set
forth in the Amended Indenture. The principal of, and interest and
premium, if any, on, this Bond are payable at the office of the Company
in the City of
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<PAGE>
St. Louis, Missouri; provided, however, that at the option of the
Company, interest on this Bond may be paid by check mailed to the
registered holder of this Bond at such holder's address as it shall
appear on the books of the Company to be kept for that purpose.
This Bond shall not be entitled to any benefit under the Amended
Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until Boatmen's Trust Company, the Trustee
under the Amended Indenture, or a successor trustee thereto under the
Amended Indenture, or an agent therefor, shall have signed the form of
certificate endorsed hereon.
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, Union Electric Company has caused this Bond to be
signed in its name by its Chairman of the Board or President or a Vice
President by his manual signature or a facsimile thereof, and its
corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary by his manual
signature or a facsimile thereof.
Dated,
Union Electric Company,
By....................................
Vice President.
[Corporate Seal]
Attest:
..............................
Secretary.
[form of trustee's certificate]
This Bond is one of the Bonds, of the series designated therein,
described in the within-mentioned Amended Indenture and Supplemental
Indenture of August 1, 1993.
Boatmen's Trust Company,
Trustee.
By Union Electric Company, Agent
-14-
<PAGE>
[form of reverse of new bond]
This Bond is one of a duly authorized issue of Bonds of the Company
(herein called the "Bonds"), in unlimited aggregate principal amount, of
the series hereinafter specified, all issued and to be issued under and
equally secured by indenture of mortgage and deed of trust, dated June
15, 1937, executed by the Company to Boatmen's Trust Company, (herein
called the "Trustee"), as trustee, as amended by indentures supplemental
thereto dated May 1, 1941, April 1, 1971, February 1, 1974, and July 7,
1980, between the Company and the Trustee (said mortgage and deed of
trust, as so amended, being herein called the "Amended Indenture"), to
which Amended Indenture and all indentures supplemental thereto
reference is hereby made for a description of the properties mortgaged
and pledged, the nature and extent of the security, the rights of the
bearers or registered owners of the Bonds and of the Trustee in respect
thereto, and the terms and conditions upon which the Bonds are, and are
to be, secured. To the extent permitted by, and as provided in, the
Amended Indenture, modifications or alterations of the Amended
Indenture, or of any indenture supplemental thereto, and of the rights
and obligations of the Company and of the holders of the Bonds may be
made with the consent of the Company by an affirmative vote of not less
than 80% in amount of the Bonds entitled to vote then outstanding, at a
meeting of Bondholders called and held as provided in the Amended
Indenture, and by an affirmative vote of not less than 80% in amount of
the Bonds of any series entitled to vote then outstanding and affected
by such modification or alteration, in case one or more but less than
all of the series of Bonds then outstanding under the Amended Indenture
are so affected. The Company has reserved the right to amend the
Amended Indenture without any consent or other action by holders of
bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including the
Supplemental Indenture of August 1, 1993, to provide that the Amended
Indenture may be modified or altered with the consent of the holders of
not less than 60% in aggregate principal amount of the Bonds; and if
less than all series of Bonds are affected with the consent also of the
holders of not less than 60% in aggregate principal amount of the Bonds
of each series so affected. Additionally, the Company has reserved the
right to amend the Amended Indenture, as supplemented, to authorize
amendments thereto by an appropriate written consent of not less than
60% in aggregate principal amount of the Bonds outstanding without a
meeting of such Bondholders. No such modification or alteration shall
be made which will affect the terms of payment of the principal of, or
interest or premium on, this Bond, which are unconditional. The Bonds
may be issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may otherwise
vary as in the Amended Indenture provided. This Bond is one of a series
designated as the "First Mortgage Bonds, 7.15% Series due 2023" (herein
called the "Bonds of this Series") of the Company, issued under and
secured by the Amended Indenture and described in the indenture
(hereinafter called the
-15-
<PAGE>
"New Supplemental Indenture") dated August 1, 1993, between the Company
and the Trustee, supplemental to the Amended Indenture.
The Bonds of this Series are not entitled to the benefit of any
improvement, maintenance or analogous fund.
The Bonds of this Series will be redeemable at the option of the
Company, in whole or in part, at any time, upon the payment of
redemption prices applicable to the respective periods set forth below;
provided, however, that none of such Bonds shall be redeemed prior to
August 1, 2003.
<TABLE>
<CAPTION>
12-Month 12-Month
Period General Period General
Beginning Redemption Beginning Redemption
August 1, Price (%) August 1, Price (%)
--------- ------------ --------- ------------
<S> <C> <C> <C>
2003........... 103.01 2013........... 100.00
2004........... 102.71 2014........... 100.00
2005........... 102.41 2015........... 100.00
2006........... 102.11 2016........... 100.00
2007........... 101.81 2017........... 100.00
2008........... 101.51 2018........... 100.00
2009........... 101.21 2019........... 100.00
2010........... 100.90 2020........... 100.00
2011........... 100.60 2021........... 100.00
2012........... 100.30 2022........... 100.00
</TABLE>
in each case, together with accrued interest to the date fixed for
redemption.
Such redemption in every case shall be effected upon notice sent by
the Company to the registered owner hereof, postage prepaid, at least
thirty and not more than sixty days prior to the date of redemption, all
subject to the conditions of, and as more fully set forth in, the
Amended Indenture and the New Supplemental Indenture.
In case an event of default, as defined in the Amended Indenture,
shall occur, the principal of all the Bonds at any such time outstanding
under the Amended Indenture may be declared or may become due and
payable, upon the conditions and in the manner and with the effect
provided in the Amended Indenture. The Amended Indenture provides that
such declaration may in certain events be waived by the holders of a
majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person
or by duly authorized attorney, on the books of the Company to be kept
for that purpose at the office of the Company in the City of St. Louis,
Missouri, upon surrender and cancellation of this Bond and on
presentation of a duly executed written instrument of transfer, and
thereupon a new Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor, without
-16-
<PAGE>
payment of any charge other than stamp taxes and other governmental
charges incident thereto; and this Bond with or without others of like
series, may in like manner be exchanged for one or more new Bonds of the
same series of other authorized denominations but of the same aggregate
principal amount; all subject to the terms and conditions set forth in
the Amended Indenture.
The Bonds of this Series are to be issued initially under a book-
entry only system and, except as hereinafter provided, will be
registered in the name of The Depository Trust Company, New York, New
York ("DTC") or its nominee, which shall be considered to be the holder
of all of the Bonds of this Series for all purposes of the Mortgage,
including, without limitation, payment by the Company of principal of
and interest on such Bonds of this Series and receipt of notices and
exercise of rights of holders of such Bonds of this Series. There shall
be a single global bond of this series which shall be immobilized in the
custody of DTC or its designee with the owners of book-entry interest in
Bonds of this Series ("Book-Entry Interests") having no right to receive
Bonds of this Series in the form of physical securities or certificates.
Ownership of Book-Entry Interests shall be shown by book-entry on the
system maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the Participants.
Transfers of ownership of Book-Entry Interests are to be made only by
DTC and the Participants by that book-entry system, the Company and the
Trustee having no responsibility therefor so long as Bonds of this
Series are registered in the name of DTC or its nominee. DTC is to
maintain records of the positions of Participants in Bonds of this
Series, and the Participants and persons acting through Participants are
to maintain records of the purchasers and owners of Book-Entry
Interests. If DTC or its nominee determines not to continue to act as a
depository for the Bonds of this Series in connection with a book-entry
only system, another depository, if available, may act instead and the
single global bond of this series will be transferred into the name of
such other depository or its nominee, in which case the above provisions
will continue to apply but to the new depository. If the book-entry
only system for Bonds of this Series is discontinued by the Company for
any reason, upon surrender and cancellation of the single global bond of
this series registered in the name of the then depository or its
nominee, new registered Bonds of this Series will be issued in
authorized denominations to the holders of Book-Entry Interests in
principal amounts coinciding with the amounts of such Book-Entry
Interests shown on the book-entry system immediately prior to the
discontinuance thereof. Neither the Trustee nor the Company shall be
responsible for the accuracy of the interests shown on that system.
No recourse shall be had for the payment of the principal of,
premium, if any, on or the interest on, this Bond, or for any claim
based hereon or on the Amended Indenture or any indenture supplemental
thereto, against any incorporator, or against any stockholder, director
or officer, past, present or future, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor
-17-
<PAGE>
corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution,
statute or otherwise, of incorporators, stockholders, directors or
officers being released by every owner hereof by the acceptance of this
Bond and as part of the consideration for the issue hereof, and being
likewise released by the terms of the Amended Indenture.
[end of form of reverse of new bond]
SECTION 4. Until New Bonds in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver, in lieu thereof, New Bonds in
temporary form, as provided in Section 9 of Article II of the Original
Indenture. New Bonds in temporary form may, in lieu of the specific
redemption prices, if any, required to be set forth in New Bonds in
definitive form, include a reference to this Supplemental Indenture for
a statement of such redemption prices.
ARTICLE II.
ISSUE oF THE NEW BONDS
SECTION 1. The principal amount of the New Bonds which may be
authenticated and delivered hereunder are not limited except as the
Original Indenture limits the principal amount of Bonds which may be
issued thereunder.
SECTION 2. The New Bonds in the aggregate principal amount of
Seventy-Five Million Dollars ($75,000,000), being the initial issue of
the New Bonds, may forthwith at any time or from time to time be
executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered (either before or after the
filing or recording hereof) to or upon the order of the Company, upon
compliance by the Company with the applicable provisions of Article III
and Article XVIII of the Original Indenture.
-18-
<PAGE>
ARTICLE III.
REDEMPTION OF THE NEW BONDS
SECTION 1. The New Bonds shall, subject to the provisions of Article
V of the Original Indenture, be redeemable at any time or from time to
time prior to maturity, at the option of the Board of Directors of the
Company or pursuant to Section 8 of Article VIII of the Original
Indenture, either as a whole or in part, at the then applicable
redemption price set forth in the form of New Bonds in Section 3 of
Article I of this Supplemental Indenture, together, in each case, with
accrued interest to the redemption date.
In case of the redemption of less than all the outstanding New Bonds,
the particular New Bonds or portions (equal to $1,000 or an integral
multiple thereof) of the New Bonds of a denomination larger than $1,000
to be redeemed shall be determined by lot in such manner as the Trustee
in its discretion shall deem proper, as in the Original Indenture
provided.
Irrespective of the provisions of this Section 1, the New Bonds shall
not be redeemable at the option of the Company at any time prior to
August 1, 2003.
There shall be no improvement, maintenance or analogous fund for the
New Bonds.
SECTION 2. Subject to the provisions of Article V of the Original
Indenture, notice of redemption shall be delivered by the Company at
least thirty and not more than sixty days prior to the date of
redemption, to the registered owners of the New Bonds to be redeemed at
their addresses as they appear on the transfer register of the Company,
except that failure to so mail a notice shall not affect the validity of
the proceedings for redemption of any other New Bonds.
ARTICLE IV.
COVENANTS.
The Company hereby covenants, warrants and agrees;
SECTION 1. That the Company is lawfully seized and possessed of all
of the mortgaged property described in the granting clauses of this
Supplemental Indenture; that it has good right and lawful authority to
mortgage the same as provided in this Supplemental Indenture; and that
such mortgaged property is, at
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<PAGE>
the actual date of the issue of the New Bonds, free and clear of any
deed of trust, mortgage, lien, charge or encumbrance thereon or
affecting the title thereto prior to the Original Indenture, except as
set forth in the granting clauses of the Original Indenture or this
Supplemental Indenture.
SECTION 2. That, so long as any of the New Bonds are outstanding,
whenever any officers' certificate is required to be filed or deposited
with the Trustee pursuant to Section 3(b) of Article III of the Original
Indenture upon an application for the authentication of additional Bonds
pursuant to Article III of the Original Indenture, such officers'
certificate shall include, in addition to the matters required to be
stated therein by said Section 3(b), the statement with respect to the
net earnings of the Company available for interest after property
retirement appropriations required by Section 2 of Article V of the
Supplemental Indenture of July 1, 1956.
SECTION 3. That, so long as any of the New Bonds are outstanding,
the Company will not apply for the authentication and delivery of
additional Bonds pursuant to Section 4 of Article III of the Original
Indenture or the withdrawal of cash from the trust estate or the
reduction of the amount of cash required to be paid into the trust
estate or to satisfy the maintenance and improvement funds under any
provision of the Original Indenture or the Supplemental Indentures
creating prior series of Bonds, on the basis of the amount of
$15,000,000 excluded from net bondable value of property additions not
subject to an unfunded prior lien pursuant to Section 3 of Article V of
the Supplemental Indenture of October 1, 1945, or on the basis of the
amount of $7,500,000 excluded from net bondable value of property
additions not subject to an unfunded prior lien pursuant to Section 3 of
Article V of the Supplemental Indenture of July 1, 1956.
SECTION 4. That, so long as any of the New Bonds are outstanding,
the Company will not issue or permit to be issued any prior lien bonds
secured by an unfunded prior lien in addition to the prior lien bonds
secured by such unfunded prior lien at the time of first acquisition by
the Company of property subject thereto (other than in lieu of lost,
stolen or mutilated bonds or on the exchange for bonds already
outstanding of an equal principal amount of other bonds of the same
issue and the same series, if any, and of the same maturity), except
upon compliance with the provisions of Section 16 of Article IV of the
Original Indenture, nor unless the net earnings of the Company available
for interest after property retirement appropriations (determined as
provided in Section 2 of Article V of the Supplemental Indenture of July
1, 1956), for any twelve consecutive calendar months during the period
of fifteen calendar months immediately preceding the first day of the
month in which the additional prior lien bonds are to be issued, have
been, in the aggregate, equal to not less than
-20-
<PAGE>
twice the annual interest charges on the indebtedness specified in
subparagraphs (i) and (ii) of paragraph (1) of Section 2(a) of said
Article V; provided that, if the application for the issue of such
additional prior lien bonds is upon the basis of payment at maturity of
prior lien bonds theretofore sold or otherwise disposed of or the
redemption or purchase thereof after a date two years prior to the date
of maturity, the additional requirement imposed by this Section 4 with
respect to net earnings of the Company available for interest after
property retirement appropriations shall not apply. Any officers'
certificate with respect to net earnings of the Company, required to be
filed with the Trustee as a condition precedent to the issue of such
additional prior lien bonds, shall include, in addition to the matters
otherwise required to be stated therein, the matters required to be
stated in an officers' certificate pursuant to paragraphs (1) and (2) of
Section 2(a) of said Article V.
SECTION 5. That, so long as any of the New Bonds are outstanding,
the Company will not acquire, by purchase, merger or otherwise, any
property subject to a lien or liens which will on acquisition be an
unfunded prior lien or prior liens, except upon compliance with the
provisions of Section 14 of Article IV of the Original Indenture, nor
unless the net earnings of such property available for interest after
property retirement appropriations (determined in the manner provided in
Section 2 of Article V of the Supplemental Indenture of July 1, 1956),
for any twelve consecutive calendar months during the period of fifteen
calendar months immediately preceding the first day of the month in
which the first acquisition of property subject to such lien or liens
occurs, have been, in the aggregate, equal to not less than twice the
amount of annual interest charges, on all outstanding indebtedness
secured by such lien or liens. Any officers' certificate with respect
to net earnings of such property, required to be filed with the Trustee
as a condition precedent to the acquisition of such property, shall
include, in addition to the matters otherwise required to be stated
therein, the matters required to be stated in an officers' certificate
pursuant to Section 2 of said Article V applicable, however, only to the
net earnings of such property and to the indebtedness secured by such
liens to which such property is subject.
ARTICLE V.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided,
and agrees to perform the same upon the terms and conditions in the
Original Indenture and in this Supplemental Indenture set forth, and
upon the following terms and conditions:
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<PAGE>
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
ARTICLE VI.
CONSENTS AND AGREEMENTS OF HOLDERS OF THE NEW BONDS
TO CERTAIN MATTERS
The Company, and the holders of the New Bonds by their acceptance and
holding thereof, hereby consent and agree as follows:
(A) When the provisions of this Article VI shall become effective
as provided in Subdivision (B) hereof, the provisions of the Original
Indenture shall become and shall be deemed to have been, amended,
effective on said date, by the Supplemental Indenture dated February
1, 1974, in the following respects:
(1) by inserting the following paragraph after the definition of
"Nonbondable property" in Article I of the Original Indenture;
"Nuclear fuel:
The term 'Nuclear fuel' shall mean (a) any fuel element, including
nuclear fuel and associated means (and any similar or analogous
device or substance), whether or not classified as fuel and whether
or not chargeable to operating expenses, comprising or intended to
comprise or formerly comprising the core, or other part of a nuclear
reactor or any similar or analogous device, (b) any fuel element,
including nuclear fuel and associated means (and any similar or
analogous device or substance) while in the process of fabrication or
preparation and special nuclear or other materials held for use in
such fabrication or preparation, (c) any substances or materials
formerly comprising such nuclear fuel and associated means (or any
similar or analogous device or substance) and which substances or
materials are undergoing or have undergone reprocessing and (d)
uranium, thorium, plutonium, and any other substance or material from
time to time used or selected for use by the Company as fuel
material, or as potential fuel material, in a nuclear reactor or any
similar or analogous device."
-22-
<PAGE>
(2) by deleting the word "and" at the end of subparagraph (e) of the
definition of "Permitted liens" in Article I of the Original Indenture,
changing the period at the end of subparagraph (f) of such definition to
"; and", and adding a new subparagraph (g) reading as follows:
"(g) any controls, liens, restrictions, regulations, easements,
exceptions or reservations of any governmental authority applying
particularly to 'Nuclear fuel'."
(3) by deleting the word "and" at the end of subparagraph (d) of the
third paragraph of the definition of "Property additions" in Article I
of the Original Indenture, changing the period at the end of
subparagraph (e) to "; and" and adding a new subparagraph (f) reading as
follows:
"(f) anything in this Indenture notwithstanding, the term
'Property additions' shall include 'Nuclear fuel'."
(4) by inserting after the words "such property additions" when first
used in subdivision (4) of subparagraph (f) of Section 4 of Article III
of the Original Indenture the following:
", provided that, in the case of property additions constituting
all or part of a facility for the production of electricity by use
of a nuclear reactor or any similar or analogous device, or
Nuclear fuel materials, assemblies or components for use therein,
in respect of which the application is made prior to receipt of
necessary authority to operate such facility, such opinion need
only state that (i) the Company has necessary authority to own
such property additions and (ii) in the case of property additions
for which construction authority is necessary, the Company has
necessary authority to construct the same."
and
(5) by inserting after the words "any machinery or equipment," in
subparagraph (a) of Section 2 of Article VII of the Original Indenture
the following:
"or any Nuclear fuel materials, assemblies or components,"
(B) The provisions of this Article VI shall become effective on
the earliest date on which either (a) no Bonds of a Series prior to
the Bonds of 2004 Series (as described in the Supplemental
Indenture dated February 1, 1974) shall be outstanding or (b) the
amendment to the Original Indenture provided in Article VII of the
Supplemental Indenture dated February 1,
-23-
<PAGE>
1974, shall have become effective upon vote of the holders of Bonds
as provided in Article XV of the Original Indenture, provided that no
vote of the holders of the Bonds of 2004 Series or Bonds of any
series created thereafter shall be required for effecting such
amendments.
ARTICLE VII.
RESERVATIONS BY COMPANY TO
AMEND ORIGINAL INDENTURE.
SECTION 1. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall be necessary in order to amend
Article XV thereof so as to substitute "sixty percent. (60%)" for
"eighty percent. (80%)" wherever appearing in said Article XV.
SECTION 2. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall be necessary in order to amend
Article XV thereof by adding thereto a Section 9 to read as follows:
"SECTION 9. (A) Anything in this Article XV contained to the
contrary notwithstanding, the Trustee shall receive the written
consent (in any number of instruments of similar tenor executed by
Bondholders or by their attorneys appointed in writing) of the
holders of sixty percent. (60%) or more in principal amount of the
Bonds outstanding hereunder, and, if the rights of one or more, but
less than all, series of Bonds then outstanding are to be affected
by action taken pursuant to such consent, then also by consent of
the holders of at least sixty per cent. (60%) in principal amount
of each series of Bonds so to be affected and outstanding
hereunder (at the time the last such needed consent is delivered to
the Trustee) in lieu of the holding of a meeting pursuant to this
Article XV and in lieu of all action at such a meeting and with the
same force and effect as a resolution duly adopted in accordance
with the provisions of Section 6 of this Article XV.
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<PAGE>
(B) Instruments of consent shall be witnessed or in the
alternative may (a) have the signature guaranteed by a bank or trust
company or a registered dealer in securities, (b) be acknowledged
before a Notary Public or other officer authorized to take
acknowledgements, or (c) have their genuineness otherwise established
to the satisfaction of the Trustee.
The amount of Bonds payable to bearer, and the series and serial
numbers thereof, held by a person executing an instrument of consent
(or whose attorney has executed an instrument of consent in his
behalf), and the date of his holding the same may be proved by
exhibiting the Bonds to and obtaining a certificate executed by (i)
any bank or trust or insurance company, or (ii) any trustee,
secretary, administrator or other proper officer of any pension,
welfare, hospitalization or similar fund or funds, or (iii) the
United States of America, any Territory thereof, the District of
Columbia, any State of the United States or any public
instrumentality of the United States, or of any State or of any
Territory, or (iv) any other person or corporation satisfactory to
the Trustee. A Bondholder in any of the foregoing categories may
sign a certificate in his own behalf.
Each such certificate shall be dated and shall state, in effect,
that as of the date thereof, a coupon Bond or Bonds bearing a
specified serial number or numbers was deposited with or exhibited to
the signer of such certificate. The holding by the person named in
any such certificate of any Bond specified therein shall be presumed
to continue unless (1) any certificate bearing a later date issued in
respect of the same Bond shall be produced, (2) the Bond specified
in such certificate (or any Bond or Bonds issued in exchange or
substitution for such Bond) shall be produced by another holder, or
(3) the Bond specified in such certificate shall be registered as to
principal in the name of another holder or shall have been
surrendered in exchange for a fully registered bond registered in the
name of another holder. The Trustee may nevertheless, in his
discretion, require further proof in cases where it deems further
proof desirable. The ownership of registered Bonds shall be proved
by the registry books.
(C) Until such time as the Trustee shall receive the written
consent of the necessary per cent. in principal amount of the Bonds
required by the provisions of subsection (A) above for action
contemplated by such consent, any holder of a Bond, the serial
number of which is shown by the evidence to be included in the
Bonds the holders of which have consented to such action, may, by
filing written notice with the Trustee at its principal office and
upon proof of holding as provided in subsection (B) above, revoke
such consent so far as it concerns such Bond. Except as aforesaid,
any such action taken by the holder of any Bond shall be conclusive
and binding upon
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<PAGE>
such holder and upon all future holders of such Bond (and any Bond
issued in lieu thereof or exchanged therefor), irrespective of
whether or not any notation of such consent is made upon such Bond,
and in any event any action taken by the holders of the percentage in
aggregate principal amount of the Bonds specified in subsection (A)
above in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Bonds."
ARTICLE VIII.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except as otherwise defined herein, all terms contained
in this Supplemental Indenture shall, for all purposes thereof, have the
meanings given to such terms in Article I of the Original Indenture.
SECTION 2. This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed
shall be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, said Union Electric Company has caused this
Supplemental Indenture to be executed on its behalf by its Chairman of
the Board or President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture
to be attested by its Secretary or one of its Assistant Secretaries; and
said Boatmen's Trust Company, in evidence of its acceptance of the trust
hereby created, has caused this Supplemental Indenture to be executed on
its behalf by its President or one of its Vice Presidents, and its
corporate seal to be hereto affixed and said seal and
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<PAGE>
this Supplemental Indenture to be attested by its Secretary, or one of
its Assistant Secretaries; all as of the 1st day of August, One thousand
nine hundred and ninety-three.
UNION ELECTRIC COMPANY,
1901 Chouteau Avenue
[Corporate Seal] St. Louis, Missouri.
By Donald E. Brandt
Attested: Senior Vice President.
James C. Thompson
Secretary.
Signed, sealed and delivered by
UNION ELECTRIC COMPANY
in the presence of:
Mark E. Blair
G. L. Waters
As Witnesses.
BOATMEN'S TRUST COMPANY,
510 Locust Street,
[Corporate Seal] St. Louis, Missouri.
By H. E. Bradford
Attested: Senior Vice President.
Jerry L. Rector
Assistant Secretary.
Signed, sealed and delivered by
BOATMEN'S TRUST COMPANY
in the presence of:
Lisa A. Godiner
P. C. QuiBelle
As Witnesses.
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<PAGE>
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 4th day of August, 1993, before me appeared DONALD E. BRANDT,
to me personally known, who, being by me duly sworn, did say that he is
a Senior Vice President of UNION ELECTRIC COMPANY, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of Directors, and
said DONALD E. BRANDT acknowledged said instrument to be the free act
and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 4th day of August, 1993, before me appeared H. E. BRADFORD,
to me personally known, who, being by me duly sworn, did say that he is
a Senior Vice President of BOATMEN'S TRUST COMPANY, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in
behalf of said corporation, as the trustee thereunder by authority of
its Board of Directors, and said H. E. BRADFORD, acknowledged said
instrument to be the free act and deed of said corporation as the
trustee under said instrument.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
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<PAGE>
EXHIBIT 4.8
[Conformed Copy]
================================================================================
UNION ELECTRIC COMPANY
TO
BOATMEN'S TRUST COMPANY
AS TRUSTEE
SUPPLEMENTAL INDENTURE
Dated October 1, 1993
----------
First Mortgage Bonds,
Environmental Improvement Series 1993
===============================================================================
<PAGE>
UNION ELECTRIC COMPANY
SUPPLEMENTAL INDENTURE
Dated October 1, 1993
----------------------
Inserted for convenience only and not as a part of the
Supplemental Indenture dated October 1, 1993
Page
----
Parties.............................................................. 1
Recitals............................................................. 1
Granting Clauses..................................................... 9
Habendum............................................................. 11
Subject to Certain Exceptions........................................ 11
Grant in Trust....................................................... 12
General Covenant..................................................... 12
ARTICLE I
Description of Bonds of Series 1993
Sec. 1. General description of Bonds of Series 1993................. 12
Sec. 2. Denominations and dating of Bonds of Series 1993............ 12
Sec. 3. Form of Bonds of Series 1993................................ 13
Form of Trustee's Certificate............................... 19
i
<PAGE>
ARTICLE II
Issue of Bonds of Series 1993
Page
----
Sec. 1. Limitation as to principal amount........................... 19
Sec. 2. Issue of Bonds of Series 1993............................... 19
ARTICLE III
Redemption
Sec. 1. Bonds of Series 1993 redeemable............................ 19
Sec. 2. Notice of Redemption....................................... 20
Sec. 3. Credits on Bonds of Series 1993............................ 20
ARTICLE IV
Covenants
Sec. 1. Of seisin and title........................................ 20
Sec. 2. Earnings test required for issue of additional Bonds....... 21
Sec. 3. Exclusion of $22,500,000 from net bondable value of
property additions available for purposes of the
Original Indenture....................................... 21
Sec. 4. Against issuance of additional prior lien bonds secured
by unfunded prior liens except under certain conditions.. 21
Sec. 5. Against acquisition of property subject to unfunded prior
liens except under certain conditions.................... 22
ii
<PAGE>
ARTICLE V
The Trustee
Page
----
Acceptance of trusts by Trustee.......................................... 22
Trustee not responsible for validity of Supplemental Indenture........... 22
ARTICLE VI
Consents and Agreements of Holders of Bonds of Series 1993
to Certain Matters
Consent and Agreement to amendments contained in Article VII
of the Supplemental Indenture dated February 1, 1974 on
effective date of this Article........................................ 23
Definition of "Nuclear fuel"............................................ 23
Definition of "Permitted liens"......................................... 23
Definition of "Property additions"...................................... 23
Relating to subdivision (4) of subparagraph (f) of Section 4 of
Article III of the Original Indenture................................... 24
Relating to subparagraph (a) of Section 2 of Article VII of the Original
Indenture............................................................. 24
Effective date of Article VI............................................. 24
iii
<PAGE>
ARTICLE VII
Reservations by Company to Amend
Original Indenture
Page
----
Sec. 1. Substitution of 60% for 80% wherever appearing in Article XV
of the Original Indenture................................... 24
Sec. 2. Reservation of right to amend Article XV of the Original
Indenture by adding a new Section 9 thereto................. 25
ARTICLE VIII
Miscellaneous Provisions
Sec. 1. Meanings of terms in Supplemental Indenture................... 26
Sec. 2. Execution of Supplemental Indenture in counterparts........... 26
Testimonium............................................................ 27
Execution.............................................................. 28
Acknowledgements....................................................... 29
iv
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of October, One thousand
nine hundred and ninety-three (1993) made by and between UNION ELECTRIC
COMPANY, a corporation organized and existing under the laws of the
State of Missouri (hereinafter called the "Company"), party of the first
part, and BOATMEN'S TRUST COMPANY, a corporation organized and existing
under the laws of the State of Missouri (hereinafter called the
"Trustee"), as Trustee under the Indenture of Mortgage and Deed of Trust
dated June 15, 1937, hereinafter mentioned, party of the second part:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust, dated June 15,
1937, to secure the payment of the principal of and the interest (and
premium, if any) on all bonds at any time issued and outstanding
thereunder; and indentures supplemental thereto dated June 15, 1937, May
1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1,
1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1,
1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955,
August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, June 12, 1970, January
1, 1971, April 1, 1971, September 15, 1971, December 3, 1973, February
1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975,
May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977,
November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979,
November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980,
February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982,
December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June
11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991,
December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992,
December 1, 1992, February 1, 1993, February 18, 1993, May 1, 1993, and
August 1, 1993, respectively, have heretofore been entered into between
the Company and the Trustee (said Indenture of Mortgage and Deed of
Trust, as amended and supplemented by said Supplemental Indentures being
hereinafter sometimes referred to as the "Original Indenture"); and
WHEREAS, Bonds have heretofore been issued by the Company under the
Original Indenture as follows:
(1) $80,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/4% Series due 1962, all of which have been redeemed
prior to the date of the execution hereof;
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<PAGE>
(2) $90,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/8% Series due 1971, which are described in the
Supplemental Indenture dated May 1, 1941 (hereinafter called the
"Supplemental Indenture of May 1, 1941"), all of which have been paid
at maturity prior to the date of the execution hereof;
(3) $13,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 3/4% Series due 1975 (herein called the "Bonds of 1975
Series"), which are described in the Supplemental Indenture dated
October 1, 1945 (hereinafter called the "Supplemental Indenture of
October 1, 1945"), all of which have been paid at maturity prior to
the date of the execution hereof;
(4) $25,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 7/8% Series due 1980 (herein called the "Bonds of 1980
Series"), which are described in the Supplemental Indenture dated
December 1, 1950 (hereinafter called the "Supplemental Indenture of
December 1, 1950"), all of which have been paid at maturity prior to
the date of the execution hereof;
(5) $30,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 1/4% Series due 1982 (herein called the "Bonds of 1982
Series"), which are described in the Supplemental Indenture dated May
1, 1952 (hereinafter called the "Supplemental Indenture of May 1,
1952"), all of which have been paid at maturity prior to the date of
the execution hereof;
(6) $40,000,000 principal amount of First Mortgage Bonds, 3 3/4%
Series due 1986 (herein called the "Bonds of 1986 Series"), which are
described in the Supplemental Indenture dated July 1, 1956
(hereinafter called the "Supplemental Indenture of July 1, 1956"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(7) $35,000,000 principal amount of First Mortgage Bonds, 4 3/8%
Series due 1988 (herein called the "Bonds of 1988 Series"), which are
described in the Supplemental Indenture dated March 1, 1958
(hereinafter called the "Supplemental Indenture of March 1, 1958"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(8) $50,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1990 (herein called the "Bonds of 1990 Series"), which are
described in the Supplemental Indenture dated September 1, 1960
(hereinafter called the "Supplemental Indenture of September 1,
1960"), all of which have been paid at maturity prior to the date of
the execution hereof;
(9) $30,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1991 (herein called the "Bonds of 1991 Series"), which are
described in the Supplemental Indenture dated July 1, 1961
(hereinafter called the
-2-
<PAGE>
"Supplemental Indenture of July 1, 1961"), all of which have been
paid at maturity prior to the date of the execution hereof;
(10) $30,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1993 (herein called the "Bonds of 1993 Series"), which are
described in the Supplemental Indenture dated November 1, 1963
(hereinafter called the "Supplemental Indenture of November 1,
1963"), all of which have been redeemed prior to the date of the
execution hereof;
(11) $35,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1995 (herein called the "Bonds of 1995 Series"), which are
described in the Supplemental Indenture dated April 1, 1965
(hereinafter called the "Supplemental Indenture of April 1, 1965"),
all of which are outstanding at the date of the execution hereof;
(12) $30,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1966
(hereinafter called the "Supplemental Indenture of May 1, 1966"), all
of which are outstanding at the date of the execution hereof;
(13) $40,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1997 (herein called the "Bonds of 1997 Series"), which are
described in the Supplemental Indenture dated March 1, 1967
(hereinafter called the "Supplemental Indenture of March 1, 1967"),
all of which are outstanding at the date of the execution hereof;
(14) $50,000,000 principal amount of First Mortgage Bonds, 7%
Series due 1998 (herein called the "Bonds of 1998 Series"), which are
described in the Supplemental Indenture dated March 15, 1968
(hereinafter called the "Supplemental Indenture of March 15, 1968"),
all of which have been redeemed prior to the date of the execution
hereof;
(15) $35,000,000 principal amount of First Mortgage Bonds, 7 3/8%
Series due 1999 (herein called the "Bonds of May 1999 Series"), which
are described in the Supplemental Indenture dated May 1, 1969
(hereinafter called the "Supplemental Indenture of May 1, 1969"), all
of which have been redeemed prior to the date of the execution
hereof;
(16) $40,000,000 principal amount of First Mortgage Bonds, 8 1/4%
Series due 1999 (herein called the "Bonds of October 1999 Series"),
which are described in the Supplemental Indenture dated October 1,
1969 (hereinafter called the "Supplemental Indenture of October 1,
1969"), all of which have been redeemed prior to the date of the
execution hereof;
-3-
<PAGE>
(17) $100,000,000 principal amount of First Mortgage Bonds, 9.95%
Series due 1999 (herein called the "Bonds of November 1999 Series"),
which are described in the Supplemental Indenture dated November 1,
1979 (hereinafter called the "Supplemental Indenture of November 1,
1979"), all of which have been redeemed prior to the date of the
execution hereof;
(18) $60,000,000 principal amount of First Mortgage Bonds, 9%
Series due 2000 (herein called the "Bonds of 2000 Series"), which are
described in the Supplemental Indenture dated April 1, 1970
(hereinafter called the "Supplemental Indenture of April 1, 1970"),
all of which have been redeemed prior to the date of the execution
hereof;
(19) $50,000,000 principal amount of First Mortgage Bonds, 7 7/8%
Series due 2001 (herein called the "Bonds of January 2001 Series"),
which are described in the Supplemental Indenture dated January 1,
1971 (hereinafter called the "Supplemental Indenture of January 1,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(20) $50,000,000 principal amount of First Mortgage Bonds, 7 5/8%
Series due 2001 (herein called the "Bonds of April 2001 Series"),
which are described in the Supplemental Indenture dated April 1, 1971
(hereinafter called the "Supplemental Indenture of April 1, 1971"),
all of which have been redeemed prior to the date of the execution
hereof;
(21) $60,000,000 principal amount of First Mortgage Bonds, 8 1/8%
Series due 2001 (herein called the "Bonds of October 2001 Series"),
which are described in the Supplemental Indenture dated September 15,
1971 (hereinafter called the "Supplemental Indenture of September 15,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(22) $70,000,000 principal amount of First Mortgage Bonds, 8 3/8%
Series due 2004 (herein called the "Bonds of 2004 Series"), which are
described in the Supplemental Indenture dated February 1, 1974
(hereinafter called the "Supplemental Indenture of February 1,
1974"), all of which have been redeemed prior to the date of the
execution hereof;
(23) $70,000,000 principal amount of First Mortgage Bonds, 10 1/2%
Series due 2005 (herein called the "Bonds of 2005 Series"), which are
described in the Supplemental Indenture dated March 1, 1975
(hereinafter called the "Supplemental Indenture of March 1, 1975"),
all of which have been redeemed prior to the date of the execution
hereof;
(24) $70,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 2006 (herein called the "Bonds of 2006 Series"), which are
described in the Supplemental Indenture dated August 16, 1976
(hereinafter called the
-4-
<PAGE>
"Supplemental Indenture of August 16, 1976"), all of which have been
redeemed prior to the date of the execution hereof;
(25) $27,085,000 principal amount of First Mortgage Bonds, 5.80%
Environmental Improvement Series 1977, which are described in the
Supplemental Indenture dated October 15, 1977 (hereinafter called the
"Supplemental Indenture of October 15, 1977"), all of which have been
redeemed prior to the date of the execution hereof;
(26) $60,000,000 principal amount of First Mortgage Bonds, 8 5/8%
Series due 2007 (herein called the "Bonds of 2007 Series"), which are
described in the Supplemental Indenture dated December 1, 1977
(hereinafter called the "Supplemental Indenture of December 1,
1977"), all of which have been redeemed prior to the date of the
execution hereof;
(27) $55,000,000 principal amount of First Mortgage Bonds, 9.35%
Series due 2008 (herein called the "Bonds of 2008 Series"), which are
described in the Supplemental Indenture dated August 1, 1978
(hereinafter called the "Supplemental Indenture of August 1, 1978"),
all of which have been redeemed prior to the date of the execution
hereof;
(28) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1980, which are described in the
Supplemental Indenture dated August 1, 1980 (hereinafter called the
"Supplemental Indenture of August 1, 1980"), all of which have been
redeemed prior to the date of the execution hereof;
(29) $150,000,000 principal amount of First Mortgage Bonds, 15 3/8%
Series due 1991 (herein called the "Bonds of February 1991 Series"),
which are described in the Supplemental Indenture dated February 1,
1981 (hereinafter called the "Supplemental Indenture of February 1,
1981"), all of which have been redeemed prior to the date of the
execution hereof;
(30) $125,000,000 principal amount of First Mortgage Bonds, 15%
Series due 1992 (herein called the "Bonds of 1992 Series"), which are
described in the Supplemental Indenture dated September 1, 1982
(hereinafter called the "Supplemental Indenture of September 1,
1982"), all of which have been redeemed prior to the date of the
execution hereof;
(31) $100,000,000 principal amount of First Mortgage Bonds, 13%
Series due 2013 (herein called the "Bonds of 2013 Series"), which are
described in the Supplemental Indenture dated March 1, 1983
(hereinafter called the "Supplemental Indenture of March 1, 1983"),
all of which have been redeemed prior to the date of the execution
hereof;
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(32) $100,000,000 principal amount of First Mortgage Bonds, 9 3/8%
Series due 2016 (herein called the "Bonds of 2016 Series"), which are
described in the Supplemental Indenture dated March 1, 1986
(hereinafter called the "Supplemental Indenture of March 1, 1986"),
all of which have been redeemed prior to the date of the execution
hereof;
(33) $100,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1986
(hereinafter called the "Supplemental Indenture of May 1, 1986"), all
of which have been redeemed prior to the date of the execution
hereof;
(34) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1990A, which are described in the
Supplemental Indenture dated May 1, 1990 (hereinafter called the
"Supplemental Indenture of May 1, 1990"), all of which are
outstanding at the date of the execution hereof;
(35) $125,000,000 principal amount of First Mortgage Bonds, 8 3/4%
Series due 2021 (herein called the "Bonds of 2021 Series"), which are
described in the Supplemental Indenture dated December 1, 1991
(hereinafter called the "Supplemental Indenture of December 1,
1991"), all of which are outstanding at the date of the execution
hereof;
(36) $75,000,000 principal amount of First Mortgage Bonds, 8.33%
Series due 2002 (herein called the "Bonds of 2002 Series"), which are
described in the Supplemental Indenture dated December 4, 1991
(hereinafter called the "Supplemental Indenture of December 4,
1991"), all of which are outstanding at the date of the execution
hereof;
(37) $100,000,000 principal amount of First Mortgage Bonds, 7.65%
Series due 2003 (herein called the "Bonds of 2003 Series"), which are
described in the Supplemental Indenture dated January 1, 1992
(hereinafter called the "Supplemental Indenture of January 1, 1992"),
all of which are outstanding at the date of the execution hereof;
(38) $204,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $100,000,000 principal amount of 6 3/4% Series
due 1999 and $104,000,000 principal amount of 8 1/4% Series due 2022
(herein called the "Bonds of 1999 Series" and "Bonds of 2022 Series",
respectively), which are described in the Supplemental Indenture
dated October 1, 1992 (hereinafter called the "Supplemental Indenture
of October 1, 1992"), all of which are outstanding at the date of the
execution hereof; and
(39) $170,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $85,000,000 principal amount of 7 3/8% Series
due 2004 and
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$85,000,000 principal amount of 8% Series due 2022 (herein called the
"Bonds of December 2004 Series" and "Bonds of December 2022 Series",
respectively, which are described in the Supplemental Indenture dated
December 1, 1992, (hereinafter called the "Supplemental Indenture of
December 1, 1992), all of which are outstanding at the date of the
execution hereof;
(40) $188,000,000 principal amount of First Mortgage Bonds, 6 7/8%
Series due 2004 (herein called the "Bonds of August 2004 Series"),
which are described in the Supplemental Indenture dated February 1,
1993 (hereinafter called the "Supplemental Indenture of February 1,
1993"), all of which are outstanding at the date of the execution
hereof;
(41) $148,000,000 principal amount of First Mortgage Bonds, 6 3/4%
Series due 2008 (herein called the "Bonds of May 2008 Series"), which
are described in the Supplemental Indenture dated May 1, 1993
(hereinafter called the "Supplemental Indenture of May 1, 1993"), all
of which are outstanding at the date of the execution hereof; and
(42) $75,000,000 principal amount of First Mortgage Bonds, 7.15%
Series due 2023 (herein called the Bonds of August 2023 Series"),
which are described in the Supplemental Indenture dated August 1,
1993 (hereinafter called the"Supplemental Indenture of August 1,
1993"), all of which are outstanding at the date of the execution
hereof;
and
WHEREAS, the Company on August 31, 1955 acquired all of the
properties of Union Electric Power Company, the Subsidiary as defined in
Article I of the Original Indenture, upon the dissolution of the
Subsidiary; the Company, by Supplemental Indenture dated August 31,
1955, conveyed all of the properties so acquired (other than property of
the character defined as excepted property in the granting clauses of
the Original Indenture) to the Trustee upon the terms and trusts in the
Original Indenture and the indentures supplemental thereto set forth for
the equal and proportionate benefit and security of all present and
future holders of the Bonds and coupons issued and to be issued
thereunder, all the shares of stock of the Subsidiary were released from
the lien of the Original Indenture; and the Company became entitled to
change the general designation of the Bonds so as to omit the words "and
Collateral Trust"; and
WHEREAS, the Articles of Incorporation of the Company were duly
amended on April 23, 1956, to change its corporate name from "Union
Electric Company of Missouri" to "Union Electric Company"; and
WHEREAS, the Articles of Agreement of the Trustee were duly amended
effective on January 4, 1982 to change its corporate name from "St.
Louis Union
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Trust Company" to "Centerre Trust Company of St. Louis", and further
amended on December 9, 1988 to change its corporate name from "Centerre
Trust Company of St. Louis" to "Boatmen's Trust Company"; and
WHEREAS, the Company is entitled at this time to have authenticated
and delivered additional Bonds in substitution for a like amount of
"refundable bonds", upon compliance with and pursuant to the provisions
of Section 6 of Article III of the Original Indenture; and
WHEREAS, the Company proposes to enter into a Loan Agreement (the
"Agreement") with the State Environmental Improvement and Energy
Resources Authority of the State of Missouri (the "Authority") to
provide for the payment of a proposed issue by the Authority of
$44,000,000 principal amount of Environmental Improvement Revenue Bonds
(Union Electric Company Project) Series 1993, dated October 1, 1993 (the
"Revenue Bonds"), issued pursuant to an Indenture of Trust dated as of
October 1, 1993 (the "Trust Indenture") between the Authority and
Mercantile Bank of St. Louis National Association, as trustee, for the
purpose of providing funds for the acquisition, construction,
installation and equipping of certain facilities of the Company
comprising solid waste disposal facilities (the "Project"), pursuant to
the provisions of Section 260.005 to 260.125, inclusive, R.S.Mo. 1986 as
amended, and Appendix B(1) thereto; and
WHEREAS, the Company desires by this Supplemental Indenture to
provide for the creation of a new series of Bonds under the Original
Indenture, to have the designation provided in Article I, Section 1
hereof (herein called the "Bonds of Series 1993"), and the Original
Indenture provides that certain terms and provisions, as determined by
the Board of Directors of the Company, of the Bonds of any particular
series may be expressed in and provided by the execution of an
appropriate supplemental indenture; and
WHEREAS, the Company has determined to issue to the Authority, in
satisfaction of the payments required to be made by the Company pursuant
to the Agreement, the Bonds of Series 1993 in the principal amount of
$44,000,000; and
WHEREAS, the Authority will assign all its right, title and interest
in the Bonds of Series 1993 to the trustee under the Trust Indenture;
and
WHEREAS, the Company also desires by this Supplemental Indenture to
continue in effect with respect to the holders of the Bonds of Series
1993 the amendments of the Original Indenture contained in the
Supplemental Indenture dated February 1, 1974, as set forth in Article
VII hereof; and
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<PAGE>
WHEREAS, the Company also desires by this Supplemental Indenture to
reserve the right to amend the provisions of Article XV of the Original
Indenture to establish new procedures concerning amendments thereof; and
WHEREAS, the Original Indenture provides that the Company and the
Trustee may enter into indentures supplemental to the Original Indenture
specifically to convey, transfer and assign to the Trustee and to
subject to the lien of the Original Indenture additional properties
acquired by the Company; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Board of
Directors, has duly resolved and determined to make, execute and deliver
to the Trustee a Supplemental Indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the acceptance of this trust by the Trustee and
of the sum of One Dollar duly paid by the Trustee to the Company at or
before the time of the execution of this Supplemental Indenture, and of
other valuable considerations, the receipt whereof is hereby
acknowledged, and in order further to secure the payment of the
principal of and interest (and premium, if any) on all Bonds at any time
issued and outstanding under the Original Indenture, according to their
tenor and effect, the Company has executed and delivered this
Supplemental Indenture and has granted, bargained, sold, warranted,
aliened, remised, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed and by these presents does grant,
bargain, sell warrant, alien, remise, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Boatmen's Trust Company, as
Trustee, and to its successors in trust under the Original Indenture
forever, all and singular the following described properties (in
addition to all other properties heretofore subjected to the lien of the
Original Indenture and not heretofore released from the lien thereof) -
that is to say:
FIRST.
ALL power houses, plants, buildings and other structures, dams, dam
sites, substations, heating plants, gas works, holders and tanks,
together with all and singular the electric, heating, gas and mechanical
appliances appurtenant thereto
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of every nature whatsoever, now owned by the Company, including all and
singular the machinery, engines, boilers, furnaces, generators, dynamos,
turbines and motors, and all and every character of mechanical appliance
for generating or producing electricity, steam, gas and other agencies
for light, heat, cold, or power or other purposes, and all transmission
and distribution systems used for the transmission and distribution of
electricity, steam, gas and other agencies for light, heat, cold or
power or any other purpose whatsoever, whether underground or overhead,
surface or otherwise, now owned by the Company, including all poles,
towers, posts, wires, cables, conduits, manholes, mains, pipes, tubes,
drains, furnaces, switchboards, transformers, conductors, insulators,
supports, meters, lamps, fuses, junction boxes, regulator stations, and
other electric, steam and gas fixtures and apparatus; all of the
aforementioned property being located in the City of St. Louis, the
counties of Adair, Audrain, Benton, Bollinger, Boone, Butler, Caldwell,
Callaway, Camden, Cape Girardeau, Clark, Clay, Clinton, Cole, Cooper,
Crawford, Daviess, Dunklin, Franklin, Gasconade, Howard, Iron,
Jefferson, Knox, Lewis, Lincoln, Livingston, Macon, Madison, Maries,
Marion, Miller, Mississippi, Moniteau, Montgomery, Morgan, New Madrid,
Osage, Pemiscot, Perry, Pettis, Phelps, Pike, Pulaski, Ralls, Randolph,
Ray, Reynolds, Ripley, St. Charles, St. Francois, Ste. Genevieve, St.
Louis, Saline, Schuyler, Scott, Stoddard, Warren, Washington, and Wayne,
Missouri, the counties of Adams, Alexander, Calhoun, Franklin, Hancock,
Henderson, Jackson, Jersey, Macoupin, Madison, Massac, Monroe, Perry,
Pike, Pulaski, St. Clair, Union, and Washington, Illinois, and the
counties of Des Moines, Henry, Johnson, Lee, and Washington, Iowa, upon
real estate owned by the Company, or occupied by it under rights to so
occupy, which real estate is described in the Indenture of Mortgage and
Deed of Trust dated June 15, 1937, in the Supplemental Indentures dated
May 1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1,
1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1,
1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955,
August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, January 1, 1971, April
1, 1971, September 15, 1971, December 3, 1973, February 1, 1974, April
25, 1974, February 3, 1975, March 1, 1975, June 11, 1975, May 12, 1976,
August 16, 1976, April 26, 1977, October 15, 1977, November 7, 1977,
December 1, 1977, August 1, 1978, October 12, 1979, November 1, 1979,
July 7, 1980, August 1, 1980, August 20, 1980, February 1, 1981, October
8, 1981, August 27, 1982, September 1, 1982, December 15, 1982, March 1,
1983, June 21, 1984, December 12, 1984, June 11, 1985, March 1, 1986,
May 1, 1986, May 1, 1990, December 1, 1991, December 4, 1991, January 1,
1992, September 30, 1992, October 1, 1992, December 1, 1992, February 1,
1993, February 18, 1993, May 1, 1993, August 1, 1993 and
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in this Supplemental Indenture, or attached to or connected with such
real estate or transmission or distribution systems of the Company
leading from or into such real estate.
SECOND.
ALSO (except as in the Original Indenture expressly excepted) all
franchises and all permits, ordinances, easements, privileges,
immunities and licenses, all rights to construct, maintain and operate
overhead, surface and underground systems for the distribution and
transmission of electricity, steam, gas or other agencies for the supply
to itself or others of light, heat, cold or power, all rights-of-way,
all waters, water rights and flowage rights and all grants and consents,
now owned or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
ALSO, (except as in the Original Indenture expressly excepted) all
inventions, patent rights and licenses of every kind now owned by the
Company or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
THIRD.
ALSO, subject to the provisions of Article XII of the Original
Indenture, all other property, real, personal and mixed (except as
therein or herein expressly excepted) of every nature and kind and
wheresoever situated now or hereafter possessed by or belonging to the
Company, or to which it is now, or may at any time hereafter be, in any
manner entitled at law or in equity.
TO HAVE AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended
so to be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations and matters
hereinabove recited, to existing leases, to existing liens upon rights
of way for transmission or distribution line purposes, as defined in
Article I of the Original Indenture, and any extensions thereof, and
subject to existing easements for streets, alleys, highways, rights-of-
way and railroad purposes over, upon and across certain of the property
hereinbefore described, and subject also to all the terms, conditions,
agreements, covenants, exceptions and reservations expressed or provided
in the deeds or other instruments respectively under and by virtue of
which the Company acquired the properties hereinabove described, and to
undetermined liens and charges, if any, incidental to construction or
other existing permitted liens as defined in Article I of the Original
Indenture;
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<PAGE>
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture and the indentures supplemental thereto, including this
Supplemental Indenture, set forth, for the equal and proportionate
benefit and security of all present and future holders of the Bonds and
coupons issued and to be issued thereunder, or any of them, without
preference of any of said Bonds and coupons of any particular series
over the Bonds and coupons of any other series, by reason of priority in
the time of the issue, sale or negotiation thereof, or by reason of the
purpose of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, for the benefit of those who shall hold the Bonds and
coupons, or any of them to be issued under the Original Indenture, as
follows:
ARTICLE I.
DESCRIPTION OF BONDS OF SERIES 1993
SECTION 1. There is hereby created a new series of Bonds to be
executed, authenticated and delivered under and secured by the Original
Indenture which shall be Bonds of Series 1993. The Bonds of Series 1993
shall, subject to the provisions of Section 1 of Article II of the
Original Indenture, be designated as "First Mortgage Bonds,
Environmental Improvement Series 1993" of the Company. The Bonds of
Series 1993 shall be executed, authenticated and delivered in accordance
with provisions of, and shall in all respects be subject to all of the
terms, conditions and covenants of, the Original Indenture.
The Bonds of Series 1993 shall mature on the first day of October
2028, and shall bear interest at the rate of five and forty five one-
hundredths percent (5.45%) per annum, payable semi-annually on the first
day of April and the first day of October in each year.
The Bonds of Series 1993 shall be payable as to principal and
interest in any coin or currency of the United States of America, which
at the time of payment is legal tender for public and private debts, and
shall be paid by a check or checks mailed to the trustee under the Trust
Indenture in whose name such Bonds are registered at the address as it
shall appear on the transfer register of the Company.
SECTION 2. The Bonds of Series 1993 shall be registered Bonds
without coupons, of the denomination of $5,000 or any multiple thereof.
Each Bond of Series 1993 shall be dated as of the date of its
authentication and delivery (except that if any such Bond shall be
authenticated and delivered on any interest payment date it shall be
dated as of the date next following such
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interest payment date), and shall bear interest from the interest
payment date next preceding the date of such Bond, or, in case of any
such Bond authenticated and delivered on the initial authentication and
delivery of such Bonds, from October 1, 1993.
SECTION 3. The Bonds of Series 1993 and the Trustee's certificate on
the Bonds of Series 1993 shall be substantially in the following forms
respectively:
[FORM OF BOND]
This Bond is not transferable except as provided in the Indenture of
Trust dated as of October 1, 1993, between the State Environmental
Improvement and Energy Resources Authority of the State of Missouri and
Mercantile Bank of St. Louis National Association, as trustee.
UNION ELECTRIC COMPANY
(Incorporated under the laws of the State of Missouri)
First Mortgage Bond,
Environmental Improvement Series 1993
Due October 1, 2028
No. R- $
Illinois Commerce Commission Identification No. 5864
UNION ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the "Company",
which term shall include any successor corporation as defined in the
Amended Indenture hereinafter defined), for value received, hereby
promises to pay to Mercantile Bank of St. Louis National Association
("Mercantile"), as trustee under an Indenture of Trust dated as of
October 1, 1993 of the State Environmental Improvement and Energy
Resources Authority of the State of Missouri (the "Authority") or
registered assigns, the sum of Forty-four Million Dollars, on the first
day of October 2028 in any coin or currency of the United States of
America, which at the time of payment is legal tender for public and
private debts, and to pay interest thereon, in like coin or currency, at
the rate of five and forty five one-hundredths percent (5.45%) per
annum, payable semi-annually, on April 1 and October 1 in each year
until maturity, or, if this Bond shall be duly called for redemption,
until the redemption date, or, if the Company shall default in the
payment of the principal hereof, until the Company's obligation with
respect to the payment of such principal shall be discharged as provided
in the indenture of mortgage and deed of trust, dated June 15, 1937,
executed by the Company to Boatmen's Trust Company, (herein called the
"Trustee"), as trustee, as amended by indentures supplemental thereto
dated
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May 1, 1941, April 1, 1971, February 1, 1974, and July 7, 1980, between
the Company and the Trustee (said mortgage and deed of trust, as so
amended, being herein called the "Amended Indenture"). Such interest
shall be payable from the April 1 or October 1, as the case may be, next
preceding the date hereof to which interest has not been paid, unless
the date hereof is an April 1 or October 1 to which interest has been
paid, in which case from the date hereof, or unless the date hereof is
prior to the first payment of interest, in which case from October 1,
1993. The interest so payable will be paid to the person in whose name
this Bond, or the Bond in exchange or substitution for which this Bond
shall have been issued, shall have been registered at the close of
business on the March 15 or September 15, as the case may be, next
preceding the date of payment, subject to certain exceptions set forth
in the Amended Indenture. Both principal of, and interest on, this Bond
are payable at the office of the Company in the City of St. Louis,
Missouri; provided, however, that at the option of the Company, interest
on this Bond may be paid by check mailed to the registered holder of
this Bond at such holder's address as it shall appear on the books of
the Company to be kept for that purpose.
This Bond shall not be entitled to any benefit under the Amended
Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until Boatmen's Trust Company, the Trustee
under the Amended Indenture, or a successor trustee thereto under the
Amended Indenture, or an agent therefor, shall have signed the form of
certificate endorsed hereon.
The Company has entered into a Loan Agreement (the "Agreement") with
the Authority to provide for the payment of an issue by the Authority of
$44,000,000 principal amount of Environmental Improvement Revenue Bonds
(Union Electric Company Project) Series 1993, dated October 1, 1993 (the
"Revenue Bonds"), issued pursuant to an Indenture of Trust dated as of
October 1, 1993 between the Authority and Mercantile as Trustee (the
"Trust Indenture"), for the purpose of providing funds for the
acquisition, construction, installation and equipping of certain
facilities of the Company comprising solid waste disposal facilities
(the "Project"), pursuant to the provisions of Sections 260.005 to
260.125, inclusive, R.S.Mo. 1986 as amended, and Appendix B(1) thereto.
This Bond is one of a duly authorized issue of Bonds of the Company
(herein called the "Bonds"), limited to an aggregate principal amount of
$44,000,000, of the series hereinafter specified, all of which were
issued to the Authority in satisfaction of payments required to be made
by the Company pursuant to the Agreement and are to be assigned by the
Authority to the trustee under the Trust Indenture and all issued and to
be issued under and equally secured by the Amended Indenture, to which
Amended Indenture and all indentures supplemental thereto reference is
hereby made for a description of the properties mortgaged and pledged,
the nature and extent of the security, the rights of the bearers or
registered owners of the Bonds and of the Trustee in respect
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thereto, and the terms and conditions upon which the Bonds are, and are
to be, secured. To the extent permitted by, and as provided in, the
Amended Indenture, modifications or alterations of the Amended
Indenture, or of any indenture supplemental thereto, and of the rights
and obligations of the Company and of the holders of the Bonds may be
made with the consent of the Company by an affirmative vote of not less
than 80% in amount of the Bonds entitled to vote then outstanding, at a
meeting of Bondholders called and held as provided in the Amended
Indenture, and by an affirmative vote of not less than 80% in amount of
the Bonds of any series entitled to vote then outstanding and affected
by such modification or alteration, in case one or more but less than
all of the series of Bonds then outstanding under the Amended Indenture
are so affected. The Company has reserved the right to amend the
Amended Indenture without any consent or other action by holders of
bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including the
Supplemental Indenture of October 1, 1993, to provide that the Amended
Indenture may be modified or altered with the consent of the holders of
not less than 60% in aggregate principal amount of the Bonds; and if
less than all series of Bonds are affected with the consent also of the
holders of not less than 60% in aggregate principal amount of the Bonds
of each series so affected. Additionally, the Company has reserved the
right to amend the Amended Indenture, as supplemented, to authorize
amendments thereto by an appropriate written consent of not less than
60% in aggregate principal amount of the Bonds outstanding without a
meeting of such Bondholders. No such modification or alteration shall
be made which will affect the terms of payment of the principal of, or
interest on, this Bond, which are unconditional. The Bonds may be
issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in
the Amended Indenture provided. This Bond is one of a series designated
as the "First Mortgage Bonds, Environmental Improvement Series 1993" of
the Company, issued under and secured by the Amended Indenture and
described in the indenture (hereinafter called the "Supplemental
Indenture of October 1, 1993") dated October 1, 1993, between the
Company and the Trustee, supplemental to the Amended Indenture.
The Bonds are subject to redemption as a whole at any time prior to
maturity at the option of the Company, at the principal amount thereof,
plus interest accrued to the redemption date, if any of the following
events shall have occurred.
(i) unreasonable, or excessive liabilities, including Federal,
state or other property or income taxes not imposed on October 1,
1993, are imposed upon the Authority or the Company with respect to
the operation of a substantial portion of the Project and the Company
determines to discontinue operation of such portion of the Project;
or
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(ii) a substantial portion of the Project shall be damaged or
destroyed, or use or control thereof shall be taken by the exercise
of the power of eminent domain, to such extent that the Company
determines that it is not practical or desirable to restore or
replace such portion;
any such redemption to be made within 90 days from the time the Company
files with the registered owner of the Bonds a certificate evidencing
the occurrence of one of the foregoing events and requesting redemption
of the Bonds, which certificate and request must be filed, if at all,
within 270 days following the occurrence of such event.
The Bonds are subject to redemption at the option of the Company on
or after October 1, 2008, in whole at any time or in part on any
interest payment date, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued interest,
if any, to the redemption date:
Redemption Date Redemption
(Dates Inclusive) Price
----------------- ----------
October 1, 2008 through September 30, 2009........... 102%
October 1, 2009 through September 30, 2010........... 101%
October 1, 2010 and thereafter....................... 100%
The Bonds are also subject to mandatory redemption at any time, as a
whole or in part as provided below, on any day within 120 days after the
Company receives written notice from a registered owner, beneficial
owner, former registered owner or former beneficial owner of a Revenue
Bond or Mercantile of a final determination by the Internal Revenue
Service or a court of competent jurisdiction that, as a result of a
failure by the Company to perform any of its agreements in the Agreement
or the inaccuracy of any of its representations in the Agreement or any
certificate submitted pursuant to the Trust Indenture, the interest paid
or to be paid on any Revenue Bond (except to a "substantial user" of the
Project or a "related person" within the meaning of Section 147(a) of
the Code) is or was includible in the gross income of the Revenue Bond's
owner for federal income tax purposes. No such determination will be
considered final unless the registered owner, beneficial owner, former
registered owner or former beneficial owner involved in the
determination gives the Company, the Trustee and Mercantile prompt
written notice of the commencement of the proceedings resulting in the
determination and offers the Company, subject to the Company's agreeing
to pay all expenses of the proceeding and to indemnify the registered
owner, beneficial owner, former registered owner or former beneficial
owner against all liabilities that might result from it, the opportunity
to control the defense of the proceeding and either the Company does not
agree within 30 days to pay the expenses, indemnify the registered
owner, beneficial owner, former registered owner or former beneficial
owner and control the defense or the Company exhausts or chooses not to
exhaust available procedures to contest or obtain review of the result
of the proceedings. Fewer than all the Bonds may be
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<PAGE>
redeemed if redemption of fewer than all would result in the interest
payable on the Bonds remaining outstanding being not includible in the
gross income for federal income tax purposes of any owner other than a
"substantial user" or "related person". If fewer than all Bonds are
redeemed, the Trustee will select the Bonds to be redeemed by lot as
provided in the Amended Indenture or by such other method acceptable to
the Trustee as may be specified in an Opinion of Tax Counsel. If this
redemption occurs in accordance with the terms of the Trust Indenture,
such failure by the Company to perform any of its agreements in the
Agreement or inaccuracy of any of its representations in the Agreement
or any certificate submitted pursuant to the Amended Indenture shall not
in and of itself constitute an event or default under the Trust
Indenture or the Amended Indenture.
The Bonds are also subject to mandatory redemption at the principal
amount thereof plus accrued interest to the date fixed for redemption if
the Trustee or the Company is notified that an "Event of Default" under
the Trust Indenture has occurred and is continuing and Mercantile has
declared the principal amount of all Revenue Bonds then outstanding due
and payable in accordance with the Trust Indenture.
The Company may, by notice to the Trustee at least 60 days prior to
any date on which any principal payment is due on this Bond, elect to
receive a credit in respect of such principal payment (a) for any Bonds
of 1993 Series then due which have been redeemed prior to such principal
payment date or otherwise acquired and delivered to the Trustee for
cancellation by said Trustee prior to the giving of such notice, or (b)
for any Revenue Bonds which have been purchased, delivered for
cancellation or previously redeemed, which in each case have not
theretofore been applied as a credit against such principal payment.
Each Bond with respect to which the Company elects to receive a credit
will be credited by the Trustee at 100% of the principal amount thereof
against such principal payment, provided further that in the case of a
credit with respect to any Revenue Bonds, the principal amount thereof
shall be established by an officers' certificate (as defined in the
Amended Indenture) concurred in by the trustee under the Trust
Indenture, included with the above-mentioned notice to the Trustee. The
principal amount of Bonds to be paid on the due date of such principal
payment will be reduced by the amount of any such credit or credits in
respect of Bonds previously redeemed or delivered as provided above.
Upon cancellation in full or in part of any of the Revenue Bonds (or
provision for payment thereof having been made in accordance with the
provisions of the Trust Indenture) and payment of all fees and charges
of the trustee thereunder, such trustee shall deliver to the Trustee,
for cancellation a corresponding amount of Bonds remaining in its
possession.
Such redemption in every case shall be effected upon notice delivered
by the Company at least sixty days prior to the date of redemption, to
the registered
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<PAGE>
owner of the Bonds at its address as the same shall appear on the
transfer register of the Company, all subject to the conditions of, and
as more fully set forth in, the Amended Indenture and Supplemental
Indenture of October 1, 1993.
In case an event of default, as defined in the Amended Indenture,
shall occur, the principal of all the bonds at any such time outstanding
under the Amended Indenture may be declared or may become due and
payable, upon the conditions and in the manner and with the effect
provided in the Amended Indenture. The Amended Indenture provides that
such declaration may in certain events be waived by the holders of a
majority in principal amount of the bonds outstanding.
No recourse shall be had for the payment of the principal of,
premium, if any, or on the interest on, this Bond, or for any claim
based hereon or on the Amended Indenture or any indenture supplemental
thereto, against any incorporator, or against any stockholder, director
or officer, past, present or future, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability, whether at common law, in
equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof
by the acceptance of this Bond and as part of the consideration for the
issue hereof, and being likewise released by the terms of the Amended
Indenture.
IN WITNESS WHEREOF, Union Electric Company has caused this Bond to be
signed in its name by its Chairman of the Board or President or a Vice
President by his manual signature or a facsimile thereof, and its
corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary by his manual
signature or a facsimile thereof.
Dated,
Union Electric Company,
By......................................
Vice President
Attest:
...............................
Secretary
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<PAGE>
[form of trustee's certificate]
This Bond is one of the Bonds, of the series designated therein,
described in the within-mentioned Amended Indenture and Supplemental
Indenture of October 1, 1993.
Boatmen's Trust Company,
Trustee.
By Union Electric Company, Agent
ARTICLE II.
ISSUE of BONDS of SERIES 1993
SECTION 1. The principal amount of the Bonds of Series 1993 which
may be authenticated and delivered hereunder is limited to the aggregate
principal amount of Forty-four Million Dollars ($44,000,000) consisting
of Bonds maturing on the first day of October 2028.
SECTION 2. Bonds of Series 1993 in the principal amount as set forth
above may forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered (either
before or after the filing or recording hereof) to or upon the order of
the Company, upon compliance by the Company with the applicable
provisions of Article III and Article XVIII of the Original Indenture.
ARTICLE III.
REDEMPTION
SECTION 1. The Bonds of Series 1993 shall, subject to the provisions
of Article V of the Original Indenture, be redeemable at any time or
from time to time prior to maturity, at the option of the Board of
Directors of the Company, either as a whole or in part, at the then
applicable redemption price set forth in the form of Bonds of Series
1993 in Section 3 of Article I of this Supplemental Indenture, together,
in each case, with accrued interest to the redemption date. In the
event that less than all of such Bonds of Series 1993 are to be
redeemed, the Bonds to be redeemed shall be determined by lot in such
manner as the Trustee in its discretion shall deem proper, as in the
Original Indenture provided.
-19-
<PAGE>
The Bonds of Series 1993 are also subject to mandatory redemption as
set forth in the form of Bonds of Series 1993 in Section 3 of Article I
of this Supplemental Indenture.
SECTION 2. Subject to the provisions of Article V of the Original
Indenture, notice of redemption shall be delivered by the Company at
least sixty days prior to the date of redemption, to the registered
owner of such Bonds at its address as the same shall appear on the
transfer register of the Company.
SECTION 3. As provided in the Trust Indenture, any amounts of money
held in the Bond Fund provided in said Indenture and available for such
purpose, which are at the request of the Company applied to the payments
of the principal of, premium, if any, and interest on the Revenue Bonds
on any payment or redemption date, shall be applied as a credit on
amounts otherwise due under Bonds of Series 1993; provided that the
amount of such credit shall be established by an officers' certificate
(as defined in the Original Indenture), concurred in by the trustee
under the Trust Indenture, which shall be filed with the Trustee prior
to the application of any such credit.
Upon cancellation in full or in part of any of the Revenue Bonds (or
provision for payment thereof having been made in accordance with the
provisions of the Trust Indenture) and payment of all fees and charges
of the trustee thereunder, such trustee shall deliver to Boatmen's Trust
Company, Trustee for the First Mortgage Bonds of the Company, for
cancellation a corresponding amount of Bonds of Series 1993 remaining in
its possession or shall request such Trustee to issue a new Bond of
Series 1993 reflecting any such cancellation.
ARTICLE IV.
COVENANTS.
The Company hereby covenants, warrants and agrees;
SECTION 1. That the Company is lawfully seized and possessed of all
of the mortgaged property described in the granting clauses of this
Supplemental Indenture; that it has good right and lawful authority to
mortgage the same as provided in this Supplemental Indenture; and that
such mortgaged property is, at the actual date of the issue of the Bonds
of Series 1993, free and clear of any deed of trust, mortgage, lien,
charge or encumbrance thereon or affecting the title thereto prior to
the Original Indenture, except as set forth in the granting clauses of
the Original Indenture or this Supplemental Indenture.
-20-
<PAGE>
SECTION 2. That, so long as any of the Bonds of Series 1993 are
outstanding, whenever any officers' certificate is required to be filed
or deposited with the Trustee pursuant to Section 3(b) of Article III of
the Original Indenture upon an application for the authentication of
additional Bonds pursuant to Article III of the Original Indenture, such
officers' certificate shall include, in addition to the matters required
to be stated therein by said Section 3(b), the statement with respect to
the net earnings of the Company available for interest after property
retirement appropriations required by Section 2 of Article V of the
Supplemental Indenture of July 1, 1956.
SECTION 3. That, so long as any of the Bonds of Series 1993 are
outstanding, the Company will not apply for the authentication and
delivery of additional bonds pursuant to Section 4 of Article III of the
Original Indenture or the withdrawal of cash from the trust estate or
the reduction of the amount of cash required to be paid into the trust
estate or to satisfy the maintenance and improvement funds under any
provision of the Original Indenture or the Supplemental Indentures
creating prior series of bonds, on the basis of the amount of
$15,000,000 excluded from net bondable value of property additions not
subject to an unfunded prior lien pursuant to Section 3 of Article V of
the Supplemental Indenture of October 1, 1945, or on the basis of the
amount of $7,500,000 excluded from net bondable value of property
additions not subject to an unfunded prior lien pursuant to Section 3 of
Article V of the Supplemental Indenture of July 1, 1956.
SECTION 4. That, so long as any of the Bonds of Series 1993 are
outstanding, the Company will not issue or permit to be issued any prior
lien bonds secured by an unfunded prior lien in addition to the prior
lien bonds secured by such unfunded prior lien at the time of first
acquisition by the Company of property subject thereto (other than in
lieu of lost, stolen or mutilated bonds or on the exchange for bonds
already outstanding of an equal principal amount of other bonds of the
same issue and the same series, if any, and of the same maturity),
except upon compliance with the provisions of Section 16 of Article IV
of the Original Indenture, nor unless the net earnings of the Company
available for interest after property retirement appropriations
(determined as provided in Section 2 of Article V of the Supplemental
Indenture of July 1, 1956), for any twelve consecutive calendar months
during the period of fifteen calendar months immediately preceding the
first day of the month in which the additional prior lien bonds are to
be issued, have been, in the aggregate, equal to not less than twice the
annual interest charges on the indebtedness specified in subparagraphs
(i) and (ii) of paragraph (1) of Section 2(a) of said Article V;
provided that, if the application for the issue of such additional prior
lien bonds is upon the basis of payment at maturity of prior lien bonds
theretofore sold or otherwise disposed of or the redemption or purchase
thereof after a date two years prior to the date of maturity, the
additional requirement imposed by this Section 4 with respect to net
earnings of the Company available for interest after property retirement
appropriations shall not
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<PAGE>
apply. Any officers' certificate with respect to net earnings of the
Company, required to be filed with the Trustee as a condition precedent
to the issue of such additional prior lien bonds, shall include, in
addition to the matters otherwise required to be stated therein, the
matters required to be stated in an officers' certificate pursuant to
paragraphs (1) and (2) of Section 2(a) of said Article V.
SECTION 5. That, so long as any of the Bonds of Series 1993 are
outstanding, the Company will not acquire, by purchase, merger or
otherwise, any property subject to a lien or liens which will on
acquisition be an unfunded prior lien or prior liens, except upon
compliance with the provisions of Section 14 of Article IV of the
Original Indenture, nor unless the net earnings of such property
available for interest after property retirement appropriations
(determined in the manner provided in Section 2 of Article V of the
Supplemental Indenture of July 1, 1956), for any twelve consecutive
calendar months during the period of fifteen calendar months immediately
preceding the first day of the month in which the first acquisition of
property subject to such lien or liens occurs, have been, in the
aggregate, equal to not less than twice the amount of annual interest
charges, on all outstanding indebtedness secured by such lien or liens.
Any officers' certificate with respect to net earnings of such property,
required to be filed with the Trustee as a condition precedent to the
acquisition of such property, shall include, in addition to the matters
otherwise required to be stated therein, the matters required to be
stated in an officers' certificate pursuant to Section 2 of said Article
V applicable, however, only to the net earnings of such property and to
the indebtedness secured by such liens to which such property is
subject.
ARTICLE V.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided,
and agrees to perform the same upon the terms and conditions in the
Original Indenture and in this Supplemental Indenture set forth, and
upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
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<PAGE>
ARTICLE VI.
CONSENTS AND AGREEMENTS OF HOLDERS OF BONDS OF
SERIES 1993 TO CERTAIN MATTERS
The Company, and the holders of the Bonds of Series 1993 by their
acceptance and holding thereof, hereby consent and agree as follows:
(A) When the provisions of this Article VI shall become effective
as provided in Subdivision (B) hereof, the provisions of the Original
Indenture shall become and shall be deemed to have been, amended,
effective on said date, by the Supplemental Indenture dated February
1, 1974, in the following respects:
(1) by inserting the following paragraph after the definition of
"Nonbondable property" in Article I of the Original Indenture;
"Nuclear fuel:
The term 'Nuclear fuel' shall mean (a) any fuel element, including
nuclear fuel and associated means (and any similar or analogous
device or substance), whether or not classified as fuel and whether
or not chargeable to operating expenses, comprising or intended to
comprise or formerly comprising the core, or other part of a nuclear
reactor or any similar or analogous device, (b) any fuel element,
including nuclear fuel and associated means (and any similar or
analogous device or substance) while in the process of fabrication or
preparation and special nuclear or other materials held for use in
such fabrication or preparation, (c) any substances or materials
formerly comprising such nuclear fuel and associated means (or any
similar or analogous device or substance) and which substances or
materials are undergoing or have undergone reprocessing and (d)
uranium, thorium, plutonium, and any other substance or material from
time to time used or selected for use by the Company as fuel
material, or as potential fuel material, in a nuclear reactor or any
similar or analogous device."
(2) by deleting the word "and" at the end of subparagraph (e) of the
definition of "Permitted liens" in Article I of the Original Indenture,
changing the period at the end of subparagraph (f) of such definition to
"; and", and adding a new subparagraph (g) reading as follows:
"(g) any controls, liens, restrictions, regulations, easements,
exceptions or reservations of any governmental authority applying
particularly to 'Nuclear fuel'."
(3) by deleting the word "and" at the end of subparagraph (d) of the
third paragraph of the definition of "Property additions" in Article I
of the Original
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<PAGE>
Indenture, changing the period at the end of subparagraph (e) to "; and"
and adding a new subparagraph (f) reading as follows:
"(f) anything in this Indenture notwithstanding, the term
'Property additions' shall include 'Nuclear fuel'."
(4) by inserting after the words "such property additions" when first
used in subdivision (4) of subparagraph (f) of Section 4 of Article III
of the Original Indenture the following:
", provided that, in the case of property additions constituting
all or part of a facility for the production of electricity by use
of a nuclear reactor or any similar or analogous device, or
Nuclear fuel materials, assemblies or components for use therein,
in respect of which the application is made prior to receipt of
necessary authority to operate such facility, such opinion need
only state that (i) the Company has necessary authority to own
such property additions and (ii) in the case of property additions
for which construction authority is necessary, the Company has
necessary authority to construct the same."
and
(5) by inserting after the words "any machinery or equipment," in
subparagraph (a) of Section 2 of Article VII of the Original Indenture
the following:
"or any Nuclear fuel materials, assemblies or components,"
(B) The provisions of this Article VI shall become effective on
the earliest date on which either (a) no Bonds of a Series prior to
the Bonds of 2004 Series shall be outstanding or (b) the amendment to
the Original Indenture provided in Article VII of the Supplemental
Indenture dated February 1, 1974, shall have become effective upon
vote of the holders of Bonds as provided in Article XV of the
Original Indenture, provided that no vote of the holders of the Bonds
of 2004 Series or Bonds of any series created thereafter shall be
required for effecting such amendments.
ARTICLE VII.
RESERVATIONS BY COMPANY TO
AMEND ORIGINAL INDENTURE.
SECTION 1. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any
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<PAGE>
supplemental indenture dated thereafter, including this Supplemental
Indenture, to make such amendments to the Original Indenture, as
supplemented, as shall be necessary in order to amend Article XV thereof
so as to substitute "sixty percent. (60%)" for "eighty percent. (80%)"
wherever appearing in said Article XV.
SECTION 2. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall be necessary in order to amend
Article XV thereof by adding thereto a Section 9 to read as follows:
"SECTION 9. (A) Anything in this Article XV contained to the
contrary notwithstanding, the Trustee shall receive the written
consent (in any number of instruments of similar tenor executed by
Bondholders or by their attorneys appointed in writing) of the
holders of sixty percent. (60%) or more in principal amount of the
Bonds outstanding hereunder, and, if the rights of one or more, but
less than all, series of Bonds then outstanding are to be affected
by action taken pursuant to such consent, then also by consent of
the holders of at least sixty per cent. (60%) in principal amount
of each series of Bonds so to be affected and outstanding
hereunder (at the time the last such needed consent is delivered to
the Trustee) in lieu of the holding of a meeting pursuant to this
Article XV and in lieu of all action at such a meeting and with the
same force and effect as a resolution duly adopted in accordance
with the provisions of Section 6 of this Article XV.
(B) Instruments of consent shall be witnessed or in the
alternative may (a) have the signature guaranteed by a bank or trust
company or a registered dealer in securities, (b) be acknowledged
before a Notary Public or other officer authorized to take
acknowledgements, or (c) have their genuineness otherwise established
to the satisfaction of the Trustee.
The amount of Bonds payable to bearer, and the series and serial
numbers thereof, held by a person executing an instrument of consent
(or whose attorney has executed an instrument of consent in his
behalf), and the date of his holding the same may be proved by
exhibiting the Bonds to and obtaining a certificate executed by (i)
any bank or trust or insurance company, or (ii) any trustee,
secretary, administrator or other proper officer of any pension,
welfare, hospitalization or similar fund or funds, or (iii) the
United States of America, any Territory thereof, the District of
Columbia, any State of the United States or any public
instrumentality of the United States, or of any State or of any
Territory, or (iv) any other person or corporation satisfactory to
the Trustee. A Bondholder in any of the foregoing categories may
sign a certificate in his own behalf.
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<PAGE>
Each such certificate shall be dated and shall state, in effect, that
as of the date thereof, a coupon Bond or Bonds bearing a specified
serial number or numbers was deposited with or exhibited to the
signer of such certificate. The holding by the person named in any
such certificate of any Bond specified therein shall be presumed to
continue unless (1) any certificate bearing a later date issued in
respect of the same Bond shall be produced, (2) the Bond specified
in such certificate (or any Bond or Bonds issued in exchange or
substitution for such Bond) shall be produced by another holder, or
(3) the Bond specified in such certificate shall be registered as to
principal in the name of another holder or shall have been
surrendered in exchange for a fully registered bond registered in the
name of another holder. The Trustee may nevertheless, in his
discretion, require further proof in cases where it deems further
proof desirable. The ownership of registered Bonds shall be proved
by the registry books.
(C) Until such time as the Trustee shall receive the written
consent of the necessary per cent. in principal amount of the Bonds
required by the provisions of subsection (A) above for action
contemplated by such consent, any holder of a Bond, the serial number
of which is shown by the evidence to be included in the Bonds the
holders of which have consented to such action, may, by filing
written notice with the Trustee at its principal office and upon
proof of holding as provided in subsection (B) above, revoke such
consent so far as it concerns such Bond. Except as aforesaid, any
such action taken by the holder of any Bond shall be conclusive and
binding upon such holder and upon all future holders of such Bond
(and any Bond issued in lieu thereof or exchanged therefor),
irrespective of whether or not any notation of such consent is made
upon such Bond, and in any event any action taken by the holders of
the percentage in aggregate principal amount of the Bonds specified
in subsection (A) above in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of
all the Bonds."
ARTICLE VIII.
MISCELLANEOUS PROVISIONS.
SECTION 1. All terms contained in this Supplemental Indenture shall,
for all purposes thereof, have the meanings given to such terms in
Article I of the Original Indenture.
SECTION 2. This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed
shall be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, said Union Electric Company has caused this
Supplemental Indenture to be executed on its behalf by its Chairman of
the Board or President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture
to be attested by its Secretary or one of its Assistant Secretaries; and
said Boatmen's Trust Company, in evidence of its acceptance of the trust
hereby created, has caused this Supplemental Indenture to be executed on
its behalf by its President or one of its Vice Presidents, and its
corporate seal to be hereto affixed and said seal and
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<PAGE>
this Supplemental Indenture to be attested by its Secretary, or one of
its Assistant Secretaries; all as of the 1st day of October, One
thousand nine hundred and ninety-three.
UNION ELECTRIC COMPANY,
1901 Chouteau Avenue
[Corporate Seal] St. Louis, Missouri.
By Donald E. Brandt
Attested: Senior Vice President.
James C. Thompson
Secretary.
Signed, sealed and delivered by
UNION ELECTRIC COMPANY
in the presence of:
Mark E. Blair
G. L. Waters
As Witnesses.
BOATMEN'S TRUST COMPANY,
510 Locust Street,
[Corporate Seal] St. Louis, Missouri.
By H. E. Bradford
Attested: Senior Vice President.
Jerry L. Rector
Assistant Secretary.
Signed, sealed and delivered by
BOATMEN'S TRUST COMPANY
in the presence of:
Lisa A. Godiner
P. C. QuiBelle
As Witnesses.
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<PAGE>
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 8th day of October, 1993, before me appeared DONALD E.
BRANDT, to me personally known, who, being by me duly sworn, did say
that he is a Senior Vice President of UNION ELECTRIC COMPANY, a
corporation, and that the seal affixed to the foregoing instrument is
the corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of its
Board of Directors, and said DONALD E. BRANDT acknowledged said
instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 8th day of October, 1993, before me appeared H. E. BRADFORD,
to me personally known, who, being by me duly sworn, did say that he is
a Senior Vice President of BOATMEN'S TRUST COMPANY, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in
behalf of said corporation, as the trustee thereunder by authority of
its Board of Directors, and said H. E. BRADFORD, acknowledged said
instrument to be the free act and deed of said corporation as the
trustee under said instrument.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
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<PAGE>
EXHIBIT 4.9
[Conformed Copy]
================================================================================
UNION ELECTRIC COMPANY
TO
BOATMEN'S TRUST COMPANY
AS TRUSTEE
SUPPLEMENTAL INDENTURE
Dated January 1, 1994
----------
First Mortgage Bonds,
7% Series due 2024
================================================================================
<PAGE>
UNION ELECTRIC COMPANY
SUPPLEMENTAL INDENTURE
DATED JANUARY 1, 1994
-------------------
INSERTED FOR CONVENIENCE ONLY AND NOT AS A PART OF THE
SUPPLEMENTAL INDENTURE DATED JANUARY 1, 1994
<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties.......................................................... 1
Recitals......................................................... 1
Granting Clauses................................................. 9
Habendum......................................................... 11
Subject to Certain Exceptions.................................... 11
Grant in Trust................................................... 11
General Covenant................................................. 11
</TABLE>
ARTICLE I
Description of The New Bonds
<TABLE>
<CAPTION>
<S> <C>
Sec. 1. General description of the New Bonds..................... 12
Sec. 2. Denominations and dating the New Bonds, privilege
of exchange and other matters.......................... 12
Sec. 3. Form of face of the New Bond............................. 13
Form of Trustee's Certificate............................ 15
Form of reverse of the New Bond.......................... 15
Sec. 4. Execution of and form of the New Bonds in
temporary form......................................... 18
</TABLE>
i
<PAGE>
ARTICLE II
Issue of The New Bonds
<TABLE>
<CAPTION>
Page
----
<S> <C>
Sec. 1. Limitation as to principal amount.................................. 18
Sec. 2. Initial issue of $100,000,000 aggregate
principal amount of the New Bonds................................ 18
</TABLE>
ARTICLE III
Redemption of the New Bonds
<TABLE>
<S> <C>
Sec. 1. New Bonds redeemable............................................... 19
No improvement, maintenance or analogous
fund for the New Bonds........................................... 19
Sec. 2. Notice of Redemption............................................... 19
</TABLE>
ARTICLE IV
Covenants
<TABLE>
<S> <C>
Sec. 1. Of seisin and title................................................ 19
Sec. 2. Earnings test required for issue of additional Bonds............... 20
Sec. 3. Exclusion of $22,500,000 from net bondable value of property
additions available for purposes of the Original Indenture....... 20
Sec. 4. Against issuance of additional prior lien bonds secured by
unfunded prior liens except under certain conditions............. 20
Sec. 5. Against acquisition of property subject to unfunded prior liens
except under certain conditions.................................. 21
</TABLE>
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ARTICLE V
The Trustee
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Acceptance of trusts by Trustee........................................... 21
Trustee not responsible for validity of Supplemental Indenture............ 22
ARTICLE VI
Consents and Agreements of Holders of The New Bonds
to Certain Matters
Consent and Agreement to amendments contained in Article VII of the
Supplemental Indenture dated February 1, 1974 on effective date of
this Article............................................................. 22
Definition of "Nuclear fuel".............................................. 22
Definition of "Permitted liens"........................................... 23
Definition of "Property additions"........................................ 23
Relating to subdivision (4) of subparagraph (f) of Section 4 of
Article III of the Original Indenture.................................... 23
Relating to subparagraph (a) of Section 2 of Article VII of the Original
Indenture................................................................ 23
Effective date of Article VI.............................................. 23
</TABLE>
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ARTICLE VII
Reservations by Company to Amend
Original Indenture
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Sec. 1. Substitution of 60% for 80% wherever appearing in Article XV
of the Original Indenture................................. 24
Sec. 2. Reservation of right to amend Article XV of the Original
Indenture by adding a new Section 9 thereto............... 24
ARTICLE VIII
Miscellaneous Provisions
Sec. 1. Meanings of terms in Supplemental Indenture................. 26
Sec. 2. Execution of Supplemental Indenture in counterparts......... 26
Testimonium.......................................................... 26
Execution............................................................ 27
Acknowledgements..................................................... 28
</TABLE>
iv
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of January, One thousand
nine hundred and ninety-four (1994) made by and between UNION ELECTRIC
COMPANY, a corporation organized and existing under the laws of the
State of Missouri (hereinafter called the "Company"), party of the first
part, and BOATMEN'S TRUST COMPANY, a corporation organized and existing
under the laws of the State of Missouri (hereinafter called the
"Trustee"), as Trustee under the Indenture of Mortgage and Deed of Trust
dated June 15, 1937, hereinafter mentioned, party of the second part:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust, dated June 15,
1937, to secure the payment of the principal of and the interest (and
premium, if any) on all bonds at any time issued and outstanding
thereunder; and indentures supplemental thereto dated June 15, 1937, May
1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1,
1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1,
1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955,
August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, June 12, 1970, January
1, 1971, April 1, 1971, September 15, 1971, December 3, 1973, February
1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975,
May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977,
November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979,
November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980,
February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982,
December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June
11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991,
December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992,
December 1, 1992, February 1, 1993, February 18, 1993, May 1, 1993,
August 1, 1993, and October 1, 1993 respectively, have heretofore been
entered into between the Company and the Trustee (said Indenture of
Mortgage and Deed of Trust, as amended and supplemented by said
Supplemental Indentures being hereinafter sometimes referred to as the
"Original Indenture"); and
WHEREAS, Bonds have heretofore been issued by the Company under the
Original Indenture as follows:
(1) $80,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/4% Series due 1962, all of which have been redeemed
prior to the date of the execution hereof;
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(2) $90,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 3/8% Series due 1971, which are described in the
Supplemental Indenture dated May 1, 1941 (hereinafter called the
"Supplemental Indenture of May 1, 1941"), all of which have been paid
at maturity prior to the date of the execution hereof;
(3) $13,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 3/4% Series due 1975 (herein called the "Bonds of 1975
Series"), which are described in the Supplemental Indenture dated
October 1, 1945 (hereinafter called the "Supplemental Indenture of
October 1, 1945"), all of which have been paid at maturity prior to
the date of the execution hereof;
(4) $25,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 2 7/8% Series due 1980 (herein called the "Bonds of 1980
Series"), which are described in the Supplemental Indenture dated
December 1, 1950 (hereinafter called the "Supplemental Indenture of
December 1, 1950"), all of which have been paid at maturity prior to
the date of the execution hereof;
(5) $30,000,000 principal amount of First Mortgage and Collateral
Trust Bonds, 3 1/4% Series due 1982 (herein called the "Bonds of 1982
Series"), which are described in the Supplemental Indenture dated May
1, 1952 (hereinafter called the "Supplemental Indenture of May 1,
1952"), all of which have been paid at maturity prior to the date of
the execution hereof;
(6) $40,000,000 principal amount of First Mortgage Bonds, 3 3/4%
Series due 1986 (herein called the "Bonds of 1986 Series"), which are
described in the Supplemental Indenture dated July 1, 1956
(hereinafter called the "Supplemental Indenture of July 1, 1956"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(7) $35,000,000 principal amount of First Mortgage Bonds, 4 3/8%
Series due 1988 (herein called the "Bonds of 1988 Series"), which are
described in the Supplemental Indenture dated March 1, 1958
(hereinafter called the "Supplemental Indenture of March 1, 1958"),
all of which have been paid at maturity prior to the date of the
execution hereof;
(8) $50,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1990 (herein called the "Bonds of 1990 Series"), which are
described in the Supplemental Indenture dated September 1, 1960
(hereinafter called the "Supplemental Indenture of September 1,
1960"), all of which have been paid at maturity prior to the date of
the execution hereof;
(9) $30,000,000 principal amount of First Mortgage Bonds, 4 3/4%
Series due 1991 (herein called the "Bonds of 1991 Series"), which are
described in the Supplemental Indenture dated July 1, 1961
(hereinafter called the
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<PAGE>
"Supplemental Indenture of July 1, 1961"), all of which have been
paid at maturity prior to the date of the execution hereof;
(10) $30,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1993 (herein called the "Bonds of 1993 Series"), which are
described in the Supplemental Indenture dated November 1, 1963
(hereinafter called the "Supplemental Indenture of November 1,
1963"), all of which have been redeemed prior to the date of the
execution hereof;
(11) $35,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due 1995 (herein called the "Bonds of 1995 Series"), which are
described in the Supplemental Indenture dated April 1, 1965
(hereinafter called the "Supplemental Indenture of April 1, 1965"),
all of which are outstanding at the date of the execution hereof;
(12) $30,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1966
(hereinafter called the "Supplemental Indenture of May 1, 1966"), all
of which are outstanding at the date of the execution hereof;
(13) $40,000,000 principal amount of First Mortgage Bonds, 5 1/2%
Series due 1997 (herein called the "Bonds of 1997 Series"), which are
described in the Supplemental Indenture dated March 1, 1967
(hereinafter called the "Supplemental Indenture of March 1, 1967"),
all of which are outstanding at the date of the execution hereof;
(14) $50,000,000 principal amount of First Mortgage Bonds, 7%
Series due 1998 (herein called the "Bonds of 1998 Series"), which are
described in the Supplemental Indenture dated March 15, 1968
(hereinafter called the "Supplemental Indenture of March 15, 1968"),
all of which have been redeemed prior to the date of the execution
hereof;
(15) $35,000,000 principal amount of First Mortgage Bonds, 7 3/8%
Series due 1999 (herein called the "Bonds of May 1999 Series"), which
are described in the Supplemental Indenture dated May 1, 1969
(hereinafter called the "Supplemental Indenture of May 1, 1969"), all
of which have been redeemed prior to the date of the execution
hereof;
(16) $40,000,000 principal amount of First Mortgage Bonds, 8 1/4%
Series due 1999 (herein called the "Bonds of October 1999 Series"),
which are described in the Supplemental Indenture dated October 1,
1969 (hereinafter called the "Supplemental Indenture of October 1,
1969"), all of which have been redeemed prior to the date of the
execution hereof;
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<PAGE>
(17) $100,000,000 principal amount of First Mortgage Bonds, 9.95%
Series due 1999 (herein called the "Bonds of November 1999 Series"),
which are described in the Supplemental Indenture dated November 1,
1979 (hereinafter called the "Supplemental Indenture of November 1,
1979"), all of which have been redeemed prior to the date of the
execution hereof;
(18) $60,000,000 principal amount of First Mortgage Bonds, 9%
Series due 2000 (herein called the "Bonds of 2000 Series"), which are
described in the Supplemental Indenture dated April 1, 1970
(hereinafter called the "Supplemental Indenture of April 1, 1970"),
all of which have been redeemed prior to the date of the execution
hereof;
(19) $50,000,000 principal amount of First Mortgage Bonds, 7 7/8%
Series due 2001 (herein called the "Bonds of January 2001 Series"),
which are described in the Supplemental Indenture dated January 1,
1971 (hereinafter called the "Supplemental Indenture of January 1,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(20) $50,000,000 principal amount of First Mortgage Bonds, 7 5/8%
Series due 2001 (herein called the "Bonds of April 2001 Series"),
which are described in the Supplemental Indenture dated April 1, 1971
(hereinafter called the "Supplemental Indenture of April 1, 1971"),
all of which have been redeemed prior to the date of the execution
hereof;
(21) $60,000,000 principal amount of First Mortgage Bonds, 8 1/8%
Series due 2001 (herein called the "Bonds of October 2001 Series"),
which are described in the Supplemental Indenture dated September 15,
1971 (hereinafter called the "Supplemental Indenture of September 15,
1971"), all of which have been redeemed prior to the date of the
execution hereof;
(22) $70,000,000 principal amount of First Mortgage Bonds, 8 3/8%
Series due 2004 (herein called the "Bonds of 2004 Series"), which are
described in the Supplemental Indenture dated February 1, 1974
(hereinafter called the "Supplemental Indenture of February 1,
1974"), all of which have been redeemed prior to the date of the
execution hereof;
(23) $70,000,000 principal amount of First Mortgage Bonds, 10 1/2%
Series due 2005 (herein called the "Bonds of 2005 Series"), which are
described in the Supplemental Indenture dated March 1, 1975
(hereinafter called the "Supplemental Indenture of March 1, 1975"),
all of which have been redeemed prior to the date of the execution
hereof;
(24) $70,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 2006 (herein called the "Bonds of 2006 Series"), which are
described in the Supplemental Indenture dated August 16, 1976
(hereinafter called the
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<PAGE>
"Supplemental Indenture of August 16, 1976"), all of which have been
redeemed prior to the date of the execution hereof;
(25) $27,085,000 principal amount of First Mortgage Bonds, 5.80%
Environmental Improvement Series 1977, which are described in the
Supplemental Indenture dated October 15, 1977 (hereinafter called the
"Supplemental Indenture of October 15, 1977"), all of which have been
redeemed prior to the date of the execution hereof;
(26) $60,000,000 principal amount of First Mortgage Bonds, 8 5/8%
Series due 2007 (herein called the "Bonds of 2007 Series"), which are
described in the Supplemental Indenture dated December 1, 1977
(hereinafter called the "Supplemental Indenture of December 1,
1977"), all of which have been redeemed prior to the date of the
execution hereof;
(27) $55,000,000 principal amount of First Mortgage Bonds, 9.35%
Series due 2008 (herein called the "Bonds of 2008 Series"), which are
described in the Supplemental Indenture dated August 1, 1978
(hereinafter called the "Supplemental Indenture of August 1, 1978"),
all of which have been redeemed prior to the date of the execution
hereof;
(28) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1980, which are described in the
Supplemental Indenture dated August 1, 1980 (hereinafter called the
"Supplemental Indenture of August 1, 1980"), all of which have been
redeemed prior to the date of the execution hereof;
(29) $150,000,000 principal amount of First Mortgage Bonds, 15 3/8%
Series due 1991 (herein called the "Bonds of February 1991 Series"),
which are described in the Supplemental Indenture dated February 1,
1981 (hereinafter called the "Supplemental Indenture of February 1,
1981"), all of which have been redeemed prior to the date of the
execution hereof;
(30) $125,000,000 principal amount of First Mortgage Bonds, 15%
Series due 1992 (herein called the "Bonds of 1992 Series"), which are
described in the Supplemental Indenture dated September 1, 1982
(hereinafter called the "Supplemental Indenture of September 1,
1982"), all of which have been redeemed prior to the date of the
execution hereof;
(31) $100,000,000 principal amount of First Mortgage Bonds, 13%
Series due 2013 (herein called the "Bonds of 2013 Series"), which are
described in the Supplemental Indenture dated March 1, 1983
(hereinafter called the "Supplemental Indenture of March 1, 1983"),
all of which have been redeemed prior to the date of the execution
hereof;
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(32) $100,000,000 principal amount of First Mortgage Bonds, 9 3/8%
Series due 2016 (herein called the "Bonds of 2016 Series"), which are
described in the Supplemental Indenture dated March 1, 1986
(hereinafter called the "Supplemental Indenture of March 1, 1986"),
all of which have been redeemed prior to the date of the execution
hereof;
(33) $100,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due 1996 (herein called the "Bonds of 1996 Series"), which are
described in the Supplemental Indenture dated May 1, 1986
(hereinafter called the "Supplemental Indenture of May 1, 1986"), all
of which have been redeemed prior to the date of the execution
hereof;
(34) $60,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1990A, which are described in the
Supplemental Indenture dated May 1, 1990 (hereinafter called the
"Supplemental Indenture of May 1, 1990"), all of which are
outstanding at the date of the execution hereof;
(35) $125,000,000 principal amount of First Mortgage Bonds, 8 3/4%
Series due 2021 (herein called the "Bonds of 2021 Series"), which are
described in the Supplemental Indenture dated December 1, 1991
(hereinafter called the "Supplemental Indenture of December 1,
1991"), all of which are outstanding at the date of the execution
hereof;
(36) $75,000,000 principal amount of First Mortgage Bonds, 8.33%
Series due 2002 (herein called the "Bonds of 2002 Series"), which are
described in the Supplemental Indenture dated December 4, 1991
(hereinafter called the "Supplemental Indenture of December 4,
1991"), all of which are outstanding at the date of the execution
hereof;
(37) $100,000,000 principal amount of First Mortgage Bonds, 7.65%
Series due 2003 (herein called the "Bonds of 2003 Series"), which are
described in the Supplemental Indenture dated January 1, 1992
(hereinafter called the "Supplemental Indenture of January 1, 1992"),
all of which are outstanding at the date of the execution hereof;
(38) $204,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $100,000,000 principal amount of 6 3/4% Series
due 1999 and $104,000,000 principal amount of 8 1/4% Series due 2022
(herein called the "Bonds of 1999 Series" and "Bonds of 2022 Series",
respectively), which are described in the Supplemental Indenture
dated October 1, 1992 (hereinafter called the "Supplemental Indenture
of October 1, 1992"), all of which are outstanding at the date of the
execution hereof;
(39) $170,000,000 aggregate principal amount of First Mortgage
Bonds, consisting of $85,000,000 principal amount of 7 3/8% Series
due 2004 and
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$85,000,000 principal amount of 8% Series due 2022 (herein called the
"Bonds of December 2004 Series" and "Bonds of December 2022 Series",
respectively, which are described in the Supplemental Indenture dated
December 1, 1992, (hereinafter called the "Supplemental Indenture of
December 1, 1992), all of which are outstanding at the date of the
execution hereof;
(40) $188,000,000 principal amount of First Mortgage Bonds, 6 7/8%
Series due 2004 (herein called the "Bonds of August 2004 Series"),
which are described in the Supplemental Indenture dated February 1,
1993 (hereinafter called the "Supplemental Indenture of February 1,
1993"), all of which are outstanding at the date of the execution
hereof;
(41) $148,000,000 principal amount of First Mortgage Bonds, 6 3/4%
Series due 2008 (herein called the "Bonds of May 2008 Series"), which
are described in the Supplemental Indenture dated May 1, 1993
(hereinafter called the "Supplemental Indenture of May 1, 1993"), all
of which are outstanding at the date of the execution hereof;
(42) $75,000,000 principal amount of First Mortgage Bonds, 7.15%
Series due 2023 (herein called the "Bonds of 2023 Series"), which are
described in the Supplemental Indenture dated August 1, 1993
(hereinafter called the "Supplemental Indenture of August 1, 1993"),
all of which are outstanding at the date of the execution hereof; and
(43) $44,000,000 principal amount of First Mortgage Bonds,
Environmental Improvement Series 1993 (herein called the "Bonds of
2028 Series"), which are described in the Supplemental Indenture
dated October 1, 1993 (hereinafter called the "Supplemental Indenture
of October 1, 1993"), all of which are outstanding at the date of the
execution hereof;
and
WHEREAS, the Company on August 31, 1955 acquired all of the
properties of Union Electric Power Company, the Subsidiary as defined in
Article I of the Original Indenture, upon the dissolution of the
Subsidiary; the Company, by Supplemental Indenture dated August 31,
1955, conveyed all of the properties so acquired (other than property of
the character defined as excepted property in the granting clauses of
the Original Indenture) to the Trustee upon the terms and trusts in the
Original Indenture and the indentures supplemental thereto set forth for
the equal and proportionate benefit and security of all present and
future holders of the Bonds and coupons issued and to be issued
thereunder, all the shares of stock of the Subsidiary were released from
the lien of the Original Indenture; and the Company became entitled to
change the general designation of the Bonds so as to omit the words "and
Collateral Trust"; and
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WHEREAS, the Articles of Incorporation of the Company were duly
amended on April 23, 1956, to change its corporate name from "Union
Electric Company of Missouri" to "Union Electric Company"; and
WHEREAS, the Articles of Agreement of the Trustee were duly amended
effective on January 4, 1982 to change its corporate name from "St.
Louis Union Trust Company" to "Centerre Trust Company of St. Louis", and
further amended on December 9, 1988 to change its corporate name from
"Centerre Trust Company of St. Louis" to "Boatmen's Trust Company"; and
WHEREAS, the Company is entitled at this time to have authenticated
and delivered additional Bonds on the basis of "refundable bonds" upon
compliance with and pursuant to the provisions of Section 6 of Article
III of the Original Indenture; and
WHEREAS, the Company desires by this Supplemental Indenture to
provide for the creation of a new series of Bonds under the Original
Indenture, to have the designation provided in Article I, Section 1
hereof (herein called the "New Bonds"), and the Original Indenture
provides that certain terms and provisions, as determined by the Board
of Directors of the Company, of the Bonds of any particular series may
be expressed in and provided by the execution of an appropriate
supplemental indenture; and
WHEREAS, the Company also desires by this Supplemental Indenture to
continue in effect with respect to the holders of the New Bonds the
amendments of the Original Indenture contained in the Supplemental
Indenture dated February 1, 1974, as set forth in Article VII hereof;
and
WHEREAS, the Company also desires by this Supplemental Indenture to
reserve the right to amend the provisions of Article XV of the Original
Indenture to establish new procedures concerning amendments thereof; and
WHEREAS, the Original Indenture provides that the Company and the
Trustee may enter into indentures supplemental to the Original Indenture
specifically to convey, transfer and assign to the Trustee and to
subject to the lien of the Original Indenture additional properties
acquired by the Company; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Board of
Directors, has duly resolved and determined to make, execute and deliver
to the Trustee a Supplemental Indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
done,
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<PAGE>
performed and fulfilled and the execution and delivery hereof have been
in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the acceptance of this trust by the Trustee and
of the sum of One Dollar duly paid by the Trustee to the Company at or
before the time of the execution of this Supplemental Indenture, and of
other valuable considerations, the receipt whereof is hereby
acknowledged, and in order further to secure the payment of the
principal of and interest (and premium, if any) on all Bonds at any time
issued and outstanding under the Original Indenture, according to their
tenor and effect, the Company has executed and delivered this
Supplemental Indenture and has granted, bargained, sold, warranted,
aliened, remised, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed and by these presents does grant,
bargain, sell warrant, alien, remise, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Boatmen's Trust Company, as
Trustee, and to its successors in trust under the Original Indenture
forever, all and singular the following described properties (in
addition to all other properties heretofore subjected to the lien of the
Original Indenture and not heretofore released from the lien thereof) -
that is to say:
FIRST.
ALL power houses, plants, buildings and other structures, dams, dam
sites, substations, heating plants, gas works, holders and tanks,
together with all and singular the electric, heating, gas and mechanical
appliances appurtenant thereto of every nature whatsoever, now owned by
the Company, including all and singular the machinery, engines, boilers,
furnaces, generators, dynamos, turbines and motors, and all and every
character of mechanical appliance for generating or producing
electricity, steam, gas and other agencies for light, heat, cold, or
power or other purposes, and all transmission and distribution systems
used for the transmission and distribution of electricity, steam, gas
and other agencies for light, heat, cold or power or any other purpose
whatsoever, whether underground or overhead, surface or otherwise, now
owned by the Company, including all poles, towers, posts, wires, cables,
conduits, manholes, mains, pipes, tubes, drains, furnaces, switchboards,
transformers, conductors, insulators, supports, meters, lamps, fuses,
junction boxes, regulator stations, and other electric, steam and gas
fixtures and apparatus; all of the aforementioned property being located
in the City of St. Louis, the counties of Adair, Audrain, Benton,
Bollinger, Boone, Butler, Caldwell, Callaway, Camden, Cape Girardeau,
Clark, Clay, Clinton, Cole, Cooper, Crawford, Daviess, Dunklin,
Franklin, Gasconade, Howard, Iron, Jefferson, Knox, Lewis, Lincoln,
Livingston, Macon, Madison, Maries, Marion, Miller, Mississippi,
Moniteau, Montgomery, Morgan, New Madrid, Osage, Pemiscot, Perry,
Pettis, Phelps, Pike, Pulaski, Ralls, Randolph,
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Ray, Reynolds, Ripley, St. Charles, St. Francois, Ste. Genevieve, St.
Louis, Saline, Schuyler, Scott, Stoddard, Warren, Washington, and Wayne,
Missouri, the counties of Adams, Alexander, Calhoun, Franklin, Hancock,
Henderson, Jackson, Jersey, Macoupin, Madison, Massac, Monroe, Perry,
Pike, Pulaski, St. Clair, Union, and Washington, Illinois, and the
counties of Des Moines, Henry, Johnson, Lee, and Washington, Iowa, upon
real estate owned by the Company, or occupied by it under rights to so
occupy, which real estate is described in the Indenture of Mortgage and
Deed of Trust dated June 15, 1937, in the Supplemental Indentures dated
May 1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1,
1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1,
1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955,
August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February
1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959,
December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960,
June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963,
November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15,
1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969,
October 1, 1969, March 26, 1970, April 1, 1970, January 1, 1971, April
1, 1971, September 15, 1971, December 3, 1973, February 1, 1974, April
25, 1974, February 3, 1975, March 1, 1975, June 11, 1975, May 12, 1976,
August 16, 1976, April 26, 1977, October 15, 1977, November 7, 1977,
December 1, 1977, August 1, 1978, October 12, 1979, November 1, 1979,
July 7, 1980, August 1, 1980, August 20, 1980, February 1, 1981, October
8, 1981, August 27, 1982, September 1, 1982, December 15, 1982, March 1,
1983, June 21, 1984, December 12, 1984, June 11, 1985, March 1, 1986,
May 1, 1986, May 1, 1990, December 1, 1991, December 4, 1991, January 1,
1992, September 30, 1992, October 1, 1992, December 1, 1992, February 1,
1993, February 18, 1993, May 1, 1993, August 1, 1993, October 1, 1993
and in this Supplemental Indenture, or attached to or connected with
such real estate or transmission or distribution systems of the Company
leading from or into such real estate.
SECOND.
ALSO (except as in the Original Indenture expressly excepted) all
franchises and all permits, ordinances, easements, privileges,
immunities and licenses, all rights to construct, maintain and operate
overhead, surface and underground systems for the distribution and
transmission of electricity, steam, gas or other agencies for the supply
to itself or others of light, heat, cold or power, all rights-of-way,
all waters, water rights and flowage rights and all grants and consents,
now owned or, subject to the provisions of Article XII of the Original
Indenture, which it may hereafter acquire.
ALSO, (except as in the Original Indenture expressly excepted) all
inventions, patent rights and licenses of every kind now owned by the
Company
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or, subject to the provisions of Article XII of the Original Indenture,
which it may hereafter acquire.
THIRD.
ALSO, subject to the provisions of Article XII of the Original
Indenture, all other property, real, personal and mixed (except as
therein or herein expressly excepted) of every nature and kind and
wheresoever situated now or hereafter possessed by or belonging to the
Company, or to which it is now, or may at any time hereafter be, in any
manner entitled at law or in equity.
TO HAVE AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended
so to be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations and matters
hereinabove recited, to existing leases, to existing liens upon rights
of way for transmission or distribution line purposes, as defined in
Article I of the Original Indenture, and any extensions thereof, and
subject to existing easements for streets, alleys, highways, rights-of-
way and railroad purposes over, upon and across certain of the property
hereinbefore described, and subject also to all the terms, conditions,
agreements, covenants, exceptions and reservations expressed or provided
in the deeds or other instruments respectively under and by virtue of
which the Company acquired the properties hereinabove described, and to
undetermined liens and charges, if any, incidental to construction or
other existing permitted liens as defined in Article I of the Original
Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture and the indentures supplemental thereto, including this
Supplemental Indenture, set forth, for the equal and proportionate
benefit and security of all present and future holders of the Bonds and
coupons issued and to be issued thereunder, or any of them, without
preference of any of said Bonds and coupons of any particular series
over the Bonds and coupons of any other series, by reason of priority in
the time of the issue, sale or negotiation thereof, or by reason of the
purpose of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, for the benefit of those who shall hold the Bonds and
coupons, or any of them to be issued under the Original Indenture, as
follows:
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<PAGE>
ARTICLE I.
DESCRIPTION OF THE NEW BONDS
SECTION 1. There is hereby created a new series of Bonds to be
executed, authenticated and delivered under and secured by the Original
Indenture which shall, subject to the provisions of Section 1 of Article
II of the Original Indenture, be designated as "First Mortgage Bonds, 7%
Series due 2024" (the "New Bonds") of the Company. The New Bonds shall
be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to all of the terms,
conditions and covenants of, the Original Indenture.
The New Bonds shall mature January 15, 2024, and shall bear interest
at the rate per annum set forth in the form of the New Bond contained in
Section 3 of this Article I, payable semi-annually on the fifteenth day
of January and the fifteenth day of July in each year. The New Bonds
shall be payable as to principal, premium, if any, and interest in any
coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts, and shall be
payable at the office of the Company in the City of St. Louis, Missouri;
provided, however, that at the option of the Company, interest on the
New Bonds may be paid by checks mailed to the registered holder in whose
name such Bonds are registered at the address as it shall appear on the
transfer register of the Company.
SECTION 2. The New Bonds shall be registered Bonds without coupons,
of the denomination of $1,000 or any integral multiple thereof.
The New Bonds shall be transferable and exchangeable for the New
Bonds of other denominations, as in the Original Indenture provided,
except that payment of a service charge therefor will not be required by
the Company.
Notwithstanding the provisions of Section 6 of Article II of the
Original Indenture, the New Bonds shall be dated the date of
authentication and shall bear interest from the interest payment date to
which interest on the New Bonds has been paid next preceding the date
thereof, unless such date is an interest payment date to which interest
has been paid, in which case they shall bear interest from the date
thereof, or unless the date thereof is prior to July 15, 1994, in which
case they shall bear interest from January 15, 1994; provided, however,
that, subject to the provisions of this Section with respect to failure
by the Company to pay any interest on an interest payment date, the
holder of any New Bond dated after a record date (as hereinafter
defined) for the payment of interest and prior to the date of payment of
such interest shall not be entitled to payment of such interest and
shall have no claim against the Company with respect thereto.
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<PAGE>
The person in whose name any New Bond is registered at the close of
business on any record date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such Bond upon any
transfer or exchange thereof subsequent to the record date and prior to
such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid to the
person in whose name such Bond is registered on the date of payment of
such defaulted interest or on a subsequent record date for such payment
if one shall have been established as hereinafter provided. A
subsequent record date may be established by the Company by notice
mailed to the holders of the New Bonds not less than ten days preceding
such record date, which record date shall be not more than thirty days
prior to the subsequent interest payment date. The term "record date"
as used in this Section with respect to any regular interest payment
date shall mean the December 15 or June 15, as the case may be, next
preceding such interest payment date, or, if such December 15 or June 15
shall be a legal holiday in the State of New York or in the State of
Missouri or a day on which banking institutions in the Borough of
Manhattan, The City of New York, or the City of St. Louis, Missouri, are
authorized by law to close, the next preceding day which shall not be a
legal holiday or a day on which such institutions are so authorized to
close.
SECTION 3. The New Bonds and the Trustee's certificate on the New
Bonds shall be substantially in the following forms respectively:
[FORM OF FACE OF NEW BOND]
UNION ELECTRIC COMPANY
(Incorporated under the laws of the State of Missouri)
First Mortgage Bond, 7% Series Due 2024
Due January 15, 2024
No. $
Illinois Commerce Commission Identification No. 5866
UNION ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the "Company",
which term shall include any successor corporation as defined in the
Amended Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to .............................. or
registered assigns, the sum of ............................... Dollars,
on the fifteenth day of January 2024 in any coin or currency of the
United States of America which at the time of payment is legal tender
for public and private debts, and to pay interest thereon, in like coin
or currency, at the rate of seven per centum (7%) per annum, payable
semi-annually, on January 15 and July 15 in each year until maturity,
or, if the Company shall default in the payment of the principal hereof,
until the Company's obligation with respect to the payment
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<PAGE>
of such principal shall be discharged as provided in the Amended
Indenture referred to on the reverse hereof. Such interest shall be
payable from the January 15 or July 15, as the case may be, next
preceding the date hereof to which interest has not been paid, unless
the date hereof is a January 15 or July 15 to which interest has been
paid, in which case from the date hereof, or unless the date hereof is
prior to the first payment of interest, in which case from January 15,
1994. The interest so payable will be paid to the person in whose name
this Bond, or the Bond in exchange or substitution for which this Bond
shall have been issued, shall have been registered at the close of
business on the December 15 or June 15, as the case may be, next
preceding the date of payment, subject to certain exceptions set forth
in the Amended Indenture. The principal of, and interest and premium,
if any, on, this Bond are payable at the office of the Company in the
City of St. Louis, Missouri; provided, however, that at the option of
the Company, interest on this Bond may be paid by check mailed to the
registered holder of this Bond at such holder's address as it shall
appear on the books of the Company to be kept for that purpose.
This Bond shall not be entitled to any benefit under the Amended
Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until Boatmen's Trust Company, the Trustee
under the Amended Indenture, or a successor trustee thereto under the
Amended Indenture, or an agent therefor, shall have signed the form of
certificate endorsed hereon.
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, Union Electric Company has caused this Bond to be
signed in its name by its Chairman of the Board or President or a Vice
President by manual signature or a facsimile thereof, and its corporate
seal (or a facsimile thereof) to be hereto affixed and attested by its
Secretary or an Assistant Secretary by manual signature or a facsimile
thereof.
Dated,
Union Electric Company,
By................................
Vice President.
[Corporate Seal]
Attest:
.............................
Secretary.
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<PAGE>
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds, of the series designated therein,
described in the within-mentioned Amended Indenture and Supplemental
Indenture of January 1, 1994.
Boatmen's Trust Company,
Trustee.
By Union Electric Company, Agent
[FORM OF REVERSE OF NEW BOND]
This Bond is one of a duly authorized issue of Bonds of the Company
(herein called the "Bonds"), in unlimited aggregate principal amount, of
the series hereinafter specified, all issued and to be issued under and
equally secured by indenture of mortgage and deed of trust, dated June
15, 1937, executed by the Company to Boatmen's Trust Company, (herein
called the "Trustee"), as trustee, as amended by indentures supplemental
thereto dated May 1, 1941, April 1, 1971, February 1, 1974, and July 7,
1980, between the Company and the Trustee (said mortgage and deed of
trust, as so amended, being herein called the "Amended Indenture"), to
which Amended Indenture and all indentures supplemental thereto
reference is hereby made for a description of the properties mortgaged
and pledged, the nature and extent of the security, the rights of the
bearers or registered owners of the Bonds and of the Trustee in respect
thereto, and the terms and conditions upon which the Bonds are, and are
to be, secured. To the extent permitted by, and as provided in, the
Amended Indenture, modifications or alterations of the Amended
Indenture, or of any indenture supplemental thereto, and of the rights
and obligations of the Company and of the holders of the Bonds may be
made with the consent of the Company by an affirmative vote of not less
than 80% in amount of the Bonds entitled to vote then outstanding, at a
meeting of Bondholders called and held as provided in the Amended
Indenture, and by an affirmative vote of not less than 80% in amount of
the Bonds of any series entitled to vote then outstanding and affected
by such modification or alteration, in case one or more but less than
all of the series of Bonds then outstanding under the Amended Indenture
are so affected. The Company has reserved the right to amend the
Amended Indenture without any consent or other action by holders of
bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including the
Supplemental Indenture of January 1, 1994, to provide that the Amended
Indenture may be modified or altered with the consent of the holders of
not less than 60% in aggregate principal amount of the Bonds; and if
less than all series of Bonds are affected with the consent also of the
holders of not less than 60% in aggregate principal amount of the Bonds
of each series so affected. Additionally, the Company has reserved the
right to amend the Amended Indenture, as supplemented, to authorize
amendments thereto by
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<PAGE>
an appropriate written consent of not less than 60% in aggregate
principal amount of the Bonds outstanding without a meeting of such
Bondholders. No such modification or alteration shall be made which
will affect the terms of payment of the principal of, or interest or
premium on, this Bond, which are unconditional. The Bonds may be issued
in series, for various principal sums, may mature at different times,
may bear interest at different rates and may otherwise vary as in the
Amended Indenture provided. This Bond is one of a series designated as
the "First Mortgage Bonds, 7% Series due 2024" (herein called the "Bonds
of this Series") of the Company, issued under and secured by the Amended
Indenture and described in the indenture (hereinafter called the "New
Supplemental Indenture") dated January 1, 1994, between the Company and
the Trustee, supplemental to the Amended Indenture.
The Bonds of this Series are not entitled to the benefit of any
improvement, maintenance or analogous fund.
The Bonds of this Series will be redeemable at the option of the
Company, in whole or in part, at any time, upon the payment of
redemption prices applicable to the respective periods set forth below;
provided, however, that none of such Bonds shall be redeemed prior to
January 15, 2004.
<TABLE>
<CAPTION>
12-Month 12-Month
Period General Period General
Beginning Redemption Beginning Redemption
January 15, Price (%) January 15, Price (%)
----------- ---------- ----------- ----------
<S> <C> <S> <C>
2004 ......... 103.41 2014 ......... 100.00
2005 ......... 103.06 2015 ......... 100.00
2006 ......... 102.72 2016 ......... 100.00
2007 ......... 102.38 2017 ......... 100.00
2008 ......... 102.04 2018 ......... 100.00
2009 ......... 101.70 2019 ......... 100.00
2010 ......... 101.36 2020 ......... 100.00
2011 ......... 101.02 2021 ......... 100.00
2012 ......... 100.68 2022 ......... 100.00
2013 ......... 100.34 2023 ......... 100.00
</TABLE>
in each case, together with accrued interest to the date fixed for
redemption.
Such redemption in every case shall be effected upon notice sent by
the Company to the registered owner hereof, postage prepaid, at least
thirty and not more than sixty days prior to the date of redemption, all
subject to the conditions of, and as more fully set forth in, the
Amended Indenture and the New Supplemental Indenture.
In case an event of default, as defined in the Amended Indenture,
shall occur, the principal of all the Bonds at any such time outstanding
under the Amended Indenture may be declared or may become due and
payable, upon the conditions and in the manner and with the effect
provided in the Amended
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<PAGE>
Indenture. The Amended Indenture provides that such declaration may in
certain events be waived by the holders of a majority in principal
amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person
or by duly authorized attorney, on the books of the Company to be kept
for that purpose at the office of the Company in the City of St. Louis,
Missouri, upon surrender and cancellation of this Bond and on
presentation of a duly executed written instrument of transfer, and
thereupon a new Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor, without payment of any
charge other than stamp taxes and other governmental charges incident
thereto; and this Bond with or without others of like series, may in
like manner be exchanged for one or more new Bonds of the same series of
other authorized denominations but of the same aggregate principal
amount; all subject to the terms and conditions set forth in the Amended
Indenture.
The Bonds of this Series are to be issued initially under a book-
entry only system and, except as hereinafter provided, will be
registered in the name of The Depository Trust Company, New York, New
York ("DTC") or its nominee, which shall be considered to be the holder
of all of the Bonds of this Series for all purposes of the Mortgage,
including, without limitation, payment by the Company of principal of
and interest on such Bonds of this Series and receipt of notices and
exercise of rights of holders of such Bonds of this Series. There shall
be a single global bond of this series which shall be immobilized in the
custody of DTC or its designee with the owners of book-entry interest in
Bonds of this Series ("Book-Entry Interests") having no right to receive
Bonds of this Series in the form of physical securities or certificates.
Ownership of Book-Entry Interests shall be shown by book-entry on the
system maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the Participants.
Transfers of ownership of Book-Entry Interests are to be made only by
DTC and the Participants by that book-entry system, the Company and the
Trustee having no responsibility therefor so long as Bonds of this
Series are registered in the name of DTC or its nominee. DTC is to
maintain records of the positions of Participants in Bonds of this
Series, and the Participants and persons acting through Participants are
to maintain records of the purchasers and owners of Book-Entry
Interests. If DTC or its nominee determines not to continue to act as a
depository for the Bonds of this Series in connection with a book-entry
only system, another depository, if available, may act instead and the
single global bond of this series will be transferred into the name of
such other depository or its nominee, in which case the above provisions
will continue to apply but to the new depository. If the book-entry
only system for Bonds of this Series is discontinued by the Company for
any reason, upon surrender and cancellation of the single global bond of
this series registered in the name of the then depository or its
nominee, new registered Bonds of this Series will be issued in
authorized denominations to the holders of Book-Entry Interests in
principal amounts
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<PAGE>
coinciding with the amounts of such Book-Entry Interests shown on the
book-entry system immediately prior to the discontinuance thereof.
Neither the Trustee nor the Company shall be responsible for the
accuracy of the interests shown on that system.
No recourse shall be had for the payment of the principal of,
premium, if any, on or the interest on, this Bond, or for any claim
based hereon or on the Amended Indenture or any indenture supplemental
thereto, against any incorporator, or against any stockholder, director
or officer, past, present or future, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability, whether at common law, in
equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof
by the acceptance of this Bond and as part of the consideration for the
issue hereof, and being likewise released by the terms of the Amended
Indenture.
[end of form of reverse of new bond]
SECTION 4. Until New Bonds in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver, in lieu thereof, New Bonds in
temporary form, as provided in Section 9 of Article II of the Original
Indenture. New Bonds in temporary form may, in lieu of the specific
redemption prices, if any, required to be set forth in New Bonds in
definitive form, include a reference to this Supplemental Indenture for
a statement of such redemption prices.
ARTICLE II.
ISSUE oF THE NEW BONDS
SECTION 1. The principal amount of the New Bonds which may be
authenticated and delivered hereunder are not limited except as the
Original Indenture limits the principal amount of Bonds which may be
issued thereunder.
SECTION 2. The New Bonds in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000), being the initial issue of the
New Bonds, may forthwith at any time or from time to time be executed by
the Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered (either before or after the filing or
recording hereof) to or upon the order of the Company, upon compliance
by the Company with the applicable provisions of Article III and Article
XVIII of the Original Indenture.
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<PAGE>
ARTICLE III.
REDEMPTION OF THE NEW BONDS
SECTION 1. The New Bonds shall, subject to the provisions of Article
V of the Original Indenture, be redeemable at any time or from time to
time prior to maturity, at the option of the Board of Directors of the
Company or pursuant to Section 8 of Article VIII of the Original
Indenture, either as a whole or in part, at the then applicable
redemption price set forth in the form of New Bonds in Section 3 of
Article I of this Supplemental Indenture, together, in each case, with
accrued interest to the redemption date.
In case of the redemption of less than all the outstanding New Bonds,
the particular New Bonds or portions (equal to $1,000 or an integral
multiple thereof) of the New Bonds of a denomination larger than $1,000
to be redeemed shall be determined by lot in such manner as the Trustee
in its discretion shall deem proper, as in the Original Indenture
provided.
Irrespective of the provisions of this Section 1, the New Bonds shall
not be redeemable at the option of the Company at any time prior to
January 15, 2004.
There shall be no improvement, maintenance or analogous fund for the
New Bonds.
SECTION 2. Subject to the provisions of Article V of the Original
Indenture, notice of redemption shall be delivered by the Company at
least thirty and not more than sixty days prior to the date of
redemption, to the registered owners of the New Bonds to be redeemed at
their addresses as they appear on the transfer register of the Company,
except that failure to so mail a notice shall not affect the validity of
the proceedings for redemption of any other New Bonds.
ARTICLE IV.
COVENANTS.
The Company hereby covenants, warrants and agrees;
SECTION 1. That the Company is lawfully seized and possessed of all
of the mortgaged property described in the granting clauses of this
Supplemental Indenture; that it has good right and lawful authority to
mortgage the same as provided in this Supplemental Indenture; and that
such mortgaged property is, at
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<PAGE>
the actual date of the issue of the New Bonds, free and clear of any
deed of trust, mortgage, lien, charge or encumbrance thereon or
affecting the title thereto prior to the Original Indenture, except as
set forth in the granting clauses of the Original Indenture or this
Supplemental Indenture.
SECTION 2. That, so long as any of the New Bonds are outstanding,
whenever any officers' certificate is required to be filed or deposited
with the Trustee pursuant to Section 3(b) of Article III of the Original
Indenture upon an application for the authentication of additional Bonds
pursuant to Article III of the Original Indenture, such officers'
certificate shall include, in addition to the matters required to be
stated therein by said Section 3(b), the statement with respect to the
net earnings of the Company available for interest after property
retirement appropriations required by Section 2 of Article V of the
Supplemental Indenture of July 1, 1956.
SECTION 3. That, so long as any of the New Bonds are outstanding,
the Company will not apply for the authentication and delivery of
additional Bonds pursuant to Section 4 of Article III of the Original
Indenture or the withdrawal of cash from the trust estate or the
reduction of the amount of cash required to be paid into the trust
estate or to satisfy the maintenance and improvement funds under any
provision of the Original Indenture or the Supplemental Indentures
creating prior series of Bonds, on the basis of the amount of
$15,000,000 excluded from net bondable value of property additions not
subject to an unfunded prior lien pursuant to Section 3 of Article V of
the Supplemental Indenture of October 1, 1945, or on the basis of the
amount of $7,500,000 excluded from net bondable value of property
additions not subject to an unfunded prior lien pursuant to Section 3 of
Article V of the Supplemental Indenture of July 1, 1956.
SECTION 4. That, so long as any of the New Bonds are outstanding,
the Company will not issue or permit to be issued any prior lien bonds
secured by an unfunded prior lien in addition to the prior lien bonds
secured by such unfunded prior lien at the time of first acquisition by
the Company of property subject thereto (other than in lieu of lost,
stolen or mutilated bonds or on the exchange for bonds already
outstanding of an equal principal amount of other bonds of the same
issue and the same series, if any, and of the same maturity), except
upon compliance with the provisions of Section 16 of Article IV of the
Original Indenture, nor unless the net earnings of the Company available
for interest after property retirement appropriations (determined as
provided in Section 2 of Article V of the Supplemental Indenture of July
1, 1956), for any twelve consecutive calendar months during the period
of fifteen calendar months immediately preceding the first day of the
month in which the additional prior lien bonds are to be issued, have
been, in the aggregate, equal to not less than
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<PAGE>
twice the annual interest charges on the indebtedness specified in
subparagraphs (i) and (ii) of paragraph (1) of Section 2(a) of said
Article V; provided that, if the application for the issue of such
additional prior lien bonds is upon the basis of payment at maturity of
prior lien bonds theretofore sold or otherwise disposed of or the
redemption or purchase thereof after a date two years prior to the date
of maturity, the additional requirement imposed by this Section 4 with
respect to net earnings of the Company available for interest after
property retirement appropriations shall not apply. Any officers'
certificate with respect to net earnings of the Company, required to be
filed with the Trustee as a condition precedent to the issue of such
additional prior lien bonds, shall include, in addition to the matters
otherwise required to be stated therein, the matters required to be
stated in an officers' certificate pursuant to paragraphs (1) and (2) of
Section 2(a) of said Article V.
SECTION 5. That, so long as any of the New Bonds are outstanding,
the Company will not acquire, by purchase, merger or otherwise, any
property subject to a lien or liens which will on acquisition be an
unfunded prior lien or prior liens, except upon compliance with the
provisions of Section 14 of Article IV of the Original Indenture, nor
unless the net earnings of such property available for interest after
property retirement appropriations (determined in the manner provided in
Section 2 of Article V of the Supplemental Indenture of July 1, 1956),
for any twelve consecutive calendar months during the period of fifteen
calendar months immediately preceding the first day of the month in
which the first acquisition of property subject to such lien or liens
occurs, have been, in the aggregate, equal to not less than twice the
amount of annual interest charges, on all outstanding indebtedness
secured by such lien or liens. Any officers' certificate with respect
to net earnings of such property, required to be filed with the Trustee
as a condition precedent to the acquisition of such property, shall
include, in addition to the matters otherwise required to be stated
therein, the matters required to be stated in an officers' certificate
pursuant to Section 2 of said Article V applicable, however, only to the
net earnings of such property and to the indebtedness secured by such
liens to which such property is subject.
ARTICLE V.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided,
and agrees to perform the same upon the terms and conditions in the
Original Indenture and in this Supplemental Indenture set forth, and
upon the following terms and conditions:
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<PAGE>
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
ARTICLE VI.
CONSENTS AND AGREEMENTS OF HOLDERS OF THE NEW BONDS
TO CERTAIN MATTERS
The Company, and the holders of the New Bonds by their acceptance and
holding thereof, hereby consent and agree as follows:
(A) When the provisions of this Article VI shall become effective
as provided in Subdivision (B) hereof, the provisions of the Original
Indenture shall become and shall be deemed to have been, amended,
effective on said date, by the Supplemental Indenture dated February
1, 1974, in the following respects:
(1) by inserting the following paragraph after the definition of
"Nonbondable property" in Article I of the Original Indenture;
"Nuclear fuel:
The term 'Nuclear fuel' shall mean (a) any fuel element, including
nuclear fuel and associated means (and any similar or analogous
device or substance), whether or not classified as fuel and whether
or not chargeable to operating expenses, comprising or intended to
comprise or formerly comprising the core, or other part of a nuclear
reactor or any similar or analogous device, (b) any fuel element,
including nuclear fuel and associated means (and any similar or
analogous device or substance) while in the process of fabrication or
preparation and special nuclear or other materials held for use in
such fabrication or preparation, (c) any substances or materials
formerly comprising such nuclear fuel and associated means (or any
similar or analogous device or substance) and which substances or
materials are undergoing or have undergone reprocessing and (d)
uranium, thorium, plutonium, and any other substance or material from
time to time used or selected for use by the Company as fuel
material, or as potential fuel material, in a nuclear reactor or any
similar or analogous device."
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<PAGE>
(2) by deleting the word "and" at the end of subparagraph (e) of the
definition of "Permitted liens" in Article I of the Original Indenture,
changing the period at the end of subparagraph (f) of such definition to
"; and", and adding a new subparagraph (g) reading as follows:
"(g) any controls, liens, restrictions, regulations, easements,
exceptions or reservations of any governmental authority applying
particularly to 'Nuclear fuel'."
(3) by deleting the word "and" at the end of subparagraph (d) of the
third paragraph of the definition of "Property additions" in Article I
of the Original Indenture, changing the period at the end of
subparagraph (e) to "; and" and adding a new subparagraph (f) reading as
follows:
"(f) anything in this Indenture notwithstanding, the term
'Property additions' shall include 'Nuclear fuel'."
(4) by inserting after the words "such property additions" when first
used in subdivision (4) of subparagraph (f) of Section 4 of Article III
of the Original Indenture the following:
", provided that, in the case of property additions constituting
all or part of a facility for the production of electricity by use
of a nuclear reactor or any similar or analogous device, or
Nuclear fuel materials, assemblies or components for use therein,
in respect of which the application is made prior to receipt of
necessary authority to operate such facility, such opinion need
only state that (i) the Company has necessary authority to own
such property additions and (ii) in the case of property additions
for which construction authority is necessary, the Company has
necessary authority to construct the same."
and
(5) by inserting after the words "any machinery or equipment," in
subparagraph (a) of Section 2 of Article VII of the Original Indenture
the following:
"or any Nuclear fuel materials, assemblies or components,"
(B) The provisions of this Article VI shall become effective on
the earliest date on which either (a) no Bonds of a Series prior to
the Bonds of 2004 Series (as described in the Supplemental
Indenture dated February 1, 1974) shall be outstanding or (b) the
amendment to the Original Indenture provided in Article VII of the
Supplemental Indenture dated February 1,
-23-
<PAGE>
1974, shall have become effective upon vote of the holders of Bonds
as provided in Article XV of the Original Indenture, provided that no
vote of the holders of the Bonds of 2004 Series or Bonds of any
series created thereafter shall be required for effecting such
amendments.
ARTICLE VII.
RESERVATIONS BY COMPANY TO
AMEND ORIGINAL INDENTURE.
SECTION 1. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall be necessary in order to amend
Article XV thereof so as to substitute "sixty percent. (60%)" for
"eighty percent. (80%)" wherever appearing in said Article XV.
SECTION 2. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of
Bonds of any series created by the Supplemental Indenture of August 16,
1976, or by any supplemental indenture dated thereafter, including this
Supplemental Indenture, to make such amendments to the Original
Indenture, as supplemented, as shall be necessary in order to amend
Article XV thereof by adding thereto a Section 9 to read as follows:
"SECTION 9. (A) Anything in this Article XV contained to the
contrary notwithstanding, the Trustee shall receive the written
consent (in any number of instruments of similar tenor executed by
Bondholders or by their attorneys appointed in writing) of the
holders of sixty percent. (60%) or more in principal amount of the
Bonds outstanding hereunder, and, if the rights of one or more, but
less than all, series of Bonds then outstanding are to be affected
by action taken pursuant to such consent, then also by consent of
the holders of at least sixty per cent. (60%) in principal amount
of each series of Bonds so to be affected and outstanding
hereunder (at the time the last such needed consent is delivered to
the Trustee) in lieu of the holding of a meeting pursuant to this
Article XV and in lieu of all action at such a meeting and with the
same force and effect as a resolution duly adopted in accordance
with the provisions of Section 6 of this Article XV.
-24-
<PAGE>
(B) Instruments of consent shall be witnessed or in the
alternative may (a) have the signature guaranteed by a bank or trust
company or a registered dealer in securities, (b) be acknowledged
before a Notary Public or other officer authorized to take
acknowledgements, or (c) have their genuineness otherwise established
to the satisfaction of the Trustee.
The amount of Bonds payable to bearer, and the series and serial
numbers thereof, held by a person executing an instrument of consent
(or whose attorney has executed an instrument of consent in his
behalf), and the date of his holding the same may be proved by
exhibiting the Bonds to and obtaining a certificate executed by (i)
any bank or trust or insurance company, or (ii) any trustee,
secretary, administrator or other proper officer of any pension,
welfare, hospitalization or similar fund or funds, or (iii) the
United States of America, any Territory thereof, the District of
Columbia, any State of the United States or any public
instrumentality of the United States, or of any State or of any
Territory, or (iv) any other person or corporation satisfactory to
the Trustee. A Bondholder in any of the foregoing categories may
sign a certificate in his own behalf.
Each such certificate shall be dated and shall state, in effect,
that as of the date thereof, a coupon Bond or Bonds bearing a
specified serial number or numbers was deposited with or exhibited to
the signer of such certificate. The holding by the person named in
any such certificate of any Bond specified therein shall be presumed
to continue unless (1) any certificate bearing a later date issued in
respect of the same Bond shall be produced, (2) the Bond specified
in such certificate (or any Bond or Bonds issued in exchange or
substitution for such Bond) shall be produced by another holder, or
(3) the Bond specified in such certificate shall be registered as to
principal in the name of another holder or shall have been
surrendered in exchange for a fully registered bond registered in the
name of another holder. The Trustee may nevertheless, in his
discretion, require further proof in cases where it deems further
proof desirable. The ownership of registered Bonds shall be proved
by the registry books.
(C) Until such time as the Trustee shall receive the written
consent of the necessary per cent. in principal amount of the Bonds
required by the provisions of subsection (A) above for action
contemplated by such consent, any holder of a Bond, the serial
number of which is shown by the evidence to be included in the
Bonds the holders of which have consented to such action, may, by
filing written notice with the Trustee at its principal office and
upon proof of holding as provided in subsection (B) above, revoke
such consent so far as it concerns such Bond. Except as aforesaid,
any such action taken by the holder of any Bond shall be conclusive
and binding upon
-25-
<PAGE>
such holder and upon all future holders of such Bond (and any Bond
issued in lieu thereof or exchanged therefor), irrespective of
whether or not any notation of such consent is made upon such Bond,
and in any event any action taken by the holders of the percentage in
aggregate principal amount of the Bonds specified in subsection (A)
above in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Bonds."
ARTICLE VIII.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except as otherwise defined herein, all terms contained
in this Supplemental Indenture shall, for all purposes thereof, have the
meanings given to such terms in Article I of the Original Indenture.
SECTION 2. This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed
shall be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, said Union Electric Company has caused this
Supplemental Indenture to be executed on its behalf by its Chairman of
the Board or President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture
to be attested by its Secretary or one of its Assistant Secretaries; and
said Boatmen's Trust Company, in evidence of its acceptance of the trust
hereby created, has caused this Supplemental Indenture to be executed on
its behalf by its President or one of its Vice Presidents, and its
corporate seal to be hereto affixed and said seal and
-26-
<PAGE>
this Supplemental Indenture to be attested by its Secretary, or one of
its Assistant Secretaries; all as of the 1st day of January, One
thousand nine hundred and ninety-four.
UNION ELECTRIC COMPANY,
1901 Chouteau Avenue
[Corporate Seal] St. Louis, Missouri.
By Donald E. Brandt
Attested: Senior Vice President.
James C. Thompson
Secretary.
Signed, sealed and delivered by
UNION ELECTRIC COMPANY
in the presence of:
Mark E. Blair
Dennis T. McGillicuddy
As Witnesses.
BOATMEN'S TRUST COMPANY,
510 Locust Street,
[Corporate Seal] St. Louis, Missouri.
By H. E. Bradford
Attested: Senior Vice President.
Jerry L. Rector
Assistant Secretary.
Signed, sealed and delivered by
BOATMEN'S TRUST COMPANY
in the presence of:
Lisa A. Godiner
P. C. QuiBelle
As Witnesses.
-27-
<PAGE>
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 14th day of January 1994, before me appeared DONALD E.
BRANDT, to me personally known, who, being by me duly sworn, did say
that he is a Senior Vice President of UNION ELECTRIC COMPANY, a
corporation, and that the seal affixed to the foregoing instrument is
the corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of its
Board of Directors, and said DONALD E. BRANDT acknowledged said
instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
G. L. Waters
------------------------------------
G. L. WATERS
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES MARCH 16, 1995
ST. LOUIS COUNTY
STATE OF MISSOURI, }
} SS.:
CITY OF ST. LOUIS, }
On this 14th day of January 1994, before me appeared H. E. BRADFORD,
to me personally known, who, being by me duly sworn, did say that he is
a Senior Vice President of BOATMEN'S TRUST COMPANY, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in
behalf of said corporation, as the trustee thereunder by authority of
its Board of Directors, and said H. E. BRADFORD, acknowledged said
instrument to be the free act and deed of said corporation as the
trustee under said instrument.
IN TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and
year last above written.
[Notarial Seal]
G. L. Waters
------------------------------------
G. L. WATERS
NOTARY PUBLIC - STATE OF MISSOURI
MY COMMISSION EXPIRES MARCH 16, 1995
ST. LOUIS COUNTY
-28-
<PAGE>
EXHIBIT 12(a)
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1989 1990 1991 1992 1993
----------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
(Thousands of Dollars Except Ratios)
Net Income for the Period $285,605 $294,219 $321,512 $302,748 $297,160
-------- -------- -------- -------- --------
Taxes Based on Income 181,793 191,532 218,954 197,009 182,716
-------- -------- -------- -------- --------
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
-------- -------- -------- -------- --------
Earnings Available for Fixed
Charges $645,009 $674,449 $708,846 $635,984 $610,790
======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges 3.63 3.57 4.21 4.66 4.66
======== ======== ======== ======== ========
</TABLE>
Note: Represents the interest factor applicable to rentals.
<PAGE>
EXHIBIT 12(b)
PAGE 1 of 2
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
<S> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993
-------- -------- -------- -------- --------
(Thousands of Dollars Except Ratios)
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(b)
PAGE 2 of 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 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Earnings and earnings per share fluctuated due to many conditions, the primary
ones being: weather variations, electric rate reductions, sales growth,
fluctuating operating costs, the purchase and sales of utility properties, new
accounting requirements, lower interest expense, and changes in income and
property taxes.
The impacts of the more significant items affecting revenues, costs, and
earnings during the past several years are analyzed and discussed below.
<TABLE>
<CAPTION>
ELECTRIC OPERATING REVENUES
VARIATION FROM PRIOR YEAR
--------------------------
(Millions of Dollars) 1993 1992 1991
------- -------- -------
<S> <C> <C> <C>
RATE VARIATIONS $(42.9) $ (.9) $(16.4)
EFFECT OF ABNORMAL WEATHER 74.9 (135.7) 91.2
GROWTH AND OTHER 4.5 59.8 (7.7)
------ ------- ------
$ 36.5 $ (76.8) $ 67.1
====== ======= ======
</TABLE>
The increase in 1993 electric revenues primarily reflects the increase in
electricity sales from colder, more normal winter weather in the first quarter
1993 followed by warmer spring and summer weather when compared to 1992. The
lower 1993 electric revenues due to rates reflect the November 1992 Missouri
rate settlement effective January 1, 1993, which decreased rates for all
Missouri electric customers and reduced annual revenues by approximately $42
million. The sale of the Company's Iowa and northern Illinois retail properties
in December 1992 reduced 1993 electric revenues $52 million which was offset by
growth in other service areas, including the territory purchased from Arkansas
Power & Light Company in March 1992.
The decline in 1992 electric revenues was primarily due to unusually mild summer
weather which reduced air conditioning use as compared to 1991. The unusually
warm spring and summer weather in 1991 resulted in significantly increased
electric revenues when compared to the weather experienced in 1990. The lower
1991 electric revenues attributable to rate variations reflect lower rates
resulting from the Missouri rate design settlement, effective November 26, 1990.
Under the terms of this settlement, rate decreases for commercial and industrial
customers reduced revenues by approximately $30 million annually.
The variation in electric revenues attributable to growth and other factors in
1991, 1992, and 1993 primarily reflects differences in economic growth in the
Company's service territory for these periods. In 1991, the Company's service
area experienced the general reduction in economic growth that occurred
nationally and was reflected in lower sales to industrial customers. In 1991,
normalized kilowatthour sales decreased 0.4% compared to 1990. In 1992,
normalized kilowatthour sales increased 3.2% compared to 1991, which reflects
both an improving local economy and the addition of new customers as a result of
the purchase of the Missouri distribution properties of Arkansas Power & Light
Company in March 1992. In 1993, normalized kilowatthour sales decreased 0.8%
reflecting the loss of sales from the sale of the Company's Iowa and northern
Illinois service territory partially offset by an improved local economy. Other
less significant factors contributing to variations in electric sales are
conservation, installation of energy efficient appliances, and changes to and
from alternative fuels.
<TABLE>
<CAPTION>
OPERATING EXPENSES
FUEL AND PURCHASED POWER -- VARIATION FROM PRIOR YEAR
-----------------------------------
(Millions of Dollars) 1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
FUEL:
Variation in generation $(18.3) $(36.7) $ 17.3
Price (.4) (6.1) (19.6)
Amortization of uranium
litigation settlement - 2.7 (1.7)
Generation efficiencies 6.7 (.3) 3.6
Department of Energy assessment .4 - -
NET INTERCHANGE SALES AND
PURCHASED POWER VARIATION 17.6 35.7 9.7
------ ------ ------
$ 6.0 $ (4.7) $ 9.3
====== ====== ======
</TABLE>
The increased 1993 Fuel and Purchased Power costs reflect increased purchased
power and lower generating efficiencies offset in part by greater hydro
generation and reduced steam generation. Increased power purchases from other
utilities were required in 1993 when flooding interrupted coal deliveries to
several of the Company's fossil fueled power plants. The decreased 1992 Fuel
and Purchased Power costs reflect reduced generation associated with lower
electric sales and a Callaway refueling outage in 1992, greater hydro generation
and lower fuel prices, offset in part by greater net purchased power costs. The
increased 1991 Fuel and Purchased Power costs reflect increased steam plant
generation partly due to less hydro generation, reduced generating efficiencies,
and increased net purchased power costs, offset in part by decreased fuel
prices.
Other variations in 1991 through 1993 operating expenses reflect recurring
conditions such as growth, inflation, and wage increases. In 1993, operations
expenses, other than fuel and purchased power costs, increased $64 million,
primarily due to a $32 million increase in employee postretirement benefits
expense pursuant to Statement of Financial Accounting Standards (SFAS) No. 106,
"Employers' Accounting for Postretirement Benefits other than Pensions", a $14
million increase in natural gas purchased for resale, a $5 million increase in
labor costs, and higher pensions, professional and computer services, regulatory
fees, and provision for injuries and damages. In
16 UNION ELECTRIC 1993
<PAGE>
1992, operations expenses, other than fuel and purchased power costs, increased
$7 million, primarily reflecting a $5 million increase in labor costs, a $4
million increase in employee benefit expenses, a $2 million increase in natural
gas purchased for resale, and a $1 million increase in tree trimming expense,
offset in part by a $5 million decrease in nuclear spent fuel disposal cost,
primarily due to the refueling outage at Callaway plant and a refund of
overcharges from the Department of Energy. In 1991, operations expenses, other
than fuel and purchased power costs, increased $8 million, due primarily to a $2
million increase in employee benefit expenses, a $3 million increase in
regulatory expenses, and a $2 million increase in natural gas purchased for
resale.
In 1993, maintenance expenses increased $3 million primarily due to flood-
related labor expenses. In 1992, maintenance expenses increased $17 million,
due to a $20 million increase in Callaway plant maintenance expenses primarily
associated with Callaway's fifth refueling in early 1992, partially offset by
reduced maintenance at fossil-fueled generating plants. In 1991, maintenance
expenses decreased $6 million, primarily due to a $14 million decrease in
Callaway plant maintenance expenses, reflecting the plant's fourth refueling in
late 1990, partially offset by higher tree trimming and storm-related
distribution expenses, and increased maintenance at most generating plants other
than Callaway.
Depreciation expense increased $6 million in 1993, due to increased depreciable
property. Depreciation expense increased $10 million in 1992, primarily due to
the purchase of the Missouri distribution properties of Arkansas Power & Light
Company in early 1992, a $3 million increase in nuclear plant decommissioning
expense and increased other depreciable property. Depreciation expense
increased $4 million in 1991 primarily due to increased depreciable property.
Income taxes from operations in 1993 reflect a higher federal income tax rate
offset by lower pre-tax income. Income taxes from operations decreased $43
million in 1992 due principally to lower pre-tax income. In 1991, income taxes
from operations increased $30 million due principally to higher pre-tax income.
In 1993, other taxes charged to operating expenses increased $6 million,
primarily due to higher gross receipts and real estate taxes. In 1992, other
taxes charged to operating expenses increased $3 million due to a $7 million
increase in real estate taxes, partially offset by a $4 million reduction in
gross receipts taxes associated with lower revenues. In 1991, other taxes
charged to operating expenses increased $3 million, due to a $2 million increase
in license and franchise taxes and a $1 million increase in payroll taxes.
INTEREST
In 1993, 1992 and 1991, interest expense decreased $6 million, $32 million and
$20 million, respectively, primarily due to the refinancing of high-cost debt
with lower cost issues, lower interest rates on variable rate debt and a
reduction in total debt outstanding.
CALLAWAY RATE PHASE-IN PLANS
See Note 1 under Notes to Financial Statements for information relative to
Callaway rate phase-in plans.
OTHER INCOME AND DEDUCTIONS
The 1993 increase in Miscellaneous of $4 million primarily reflects lower
miscellaneous income deductions. The 1992 reduction in Miscellaneous of $3
million primarily reflects reduced charitable contributions and lower
miscellaneous income deductions. The 1991 reduction in Miscellaneous of $13
million primarily reflects a reduction in interest income, greater charitable
contributions, the expense related to obtaining long-term power supply contracts
with certain wholesale customers, and other miscellaneous income deductions.
The December 1992 gain of $18 million, net of tax, from sales of electric
property, is discussed under Liquidity and Capital Resources.
CLEAN AIR ACT AMENDMENTS
Under the Clean Air Act Amendments of 1990, the Company is required to reduce
total annual emissions of sulfur dioxide by approximately two-thirds by the year
2000. Significant reductions in nitrogen oxide will also be required. With
switching to low-sulfur coal and early banking of emission credits, the Company
anticipates that it can comply with the requirements of the law with no
significant increase in revenue needs because the related capital costs,
estimated at about $300 million, will be largely offset by lower fuel costs.
CONTINGENCIES
See Note 10 under Notes to Financial Statements for issues existing at December
31, 1993 that could affect the Company.
LIQUIDITY AND CAPITAL RESOURCES
Construction expenditures averaging approximately $310 million are anticipated
during each of the years 1994 through 1998. The Company completed the
construction of its Callaway plant in late 1984. Additional electric generation
capacity is not anticipated before the year 2000. For funds required in
addition to construction expenditures, see Notes 2, 5, and 6 under Notes to
Financial Statements.
On March 12, 1992, the Company purchased the Missouri retail electric
distribution properties of Arkansas Power & Light Company (a subsidiary of
Entergy Corporation) for $63 million. This acquisition increased the Company's
customers by 26,000 in 10 counties in southeastern
UNION ELECTRIC 1993 17
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
(continued)
Missouri adjacent to the Company's existing service territory. In connection
with the transaction, the Company entered into a long-term power purchase
agreement with AP&L which allows the Company to serve the new customers cost-
effectively and without building additional generating capacity.
In December 1992, the Company sold its Iowa retail and wholesale electric
distribution properties to Iowa Electric Light & Power (a subsidiary of IES
Industries, Inc.) and its northern Illinois electric distribution properties to
Central Illinois Public Service Company. The Company served approximately
21,000 customers in the areas sold. The net book value of the properties sold
was $34 million. Sales proceeds totaled $68 million. As a result of these
sales, the Company realized a gain in 1992 of $18 million, net of tax. The
Company's hydroelectric generating station near Keokuk, Iowa and related
transmission facilities were not included in the sales.
On January 24, 1994, the Company sold $100 million of first mortgage bonds, 7%
Series due 2024. The Company used the proceeds to repay outstanding commercial
paper.
A nuclear fuel lease agreement provides financing for the Company's nuclear fuel
requirements. Effective February 1, 1994, the maximum which can be financed
under the agreement was increased from $100 million to $120 million. At
December 31, 1993, $99 million of nuclear fuel was financed under the lease.
The Company plans to continue utilizing short-term debt as support for normal
operations and other temporary requirements (see Note 3 under Notes to Financial
Statements). The Company is authorized by the Federal Energy Regulatory
Commission (FERC) to have outstanding at any one time up to $600 million of
short-term unsecured debt instruments.
TAX MATTERS
See Income Taxes in Note 7 under Notes to Financial Statement regarding SFAS No.
109, "Accounting for Income Taxes."
EFFECTS OF INFLATION AND CHANGING PRICES
The Company's financial statements reflect the historical cost of events and
transactions occurring at times when the purchasing power of the dollar was
different. The effects of inflation and changing prices on the Company's
financial statements are most significant in the areas of depreciation and
property, plant, and equipment.
The current replacement cost of the Company's utility plant substantially
exceeds its recorded historical cost. However, the regulatory process limits
the Company to the recovery of the historical cost of utility plant through
depreciation. While the regulatory process does not reflect the current cost of
replacing utility plant, past practice indicates the Company will be allowed to
earn on and to recover the increased cost of its net investment after facilities
are replaced.
The Company, by having assets such as receivables, fuel and materials inventory,
and deferred charges, incurs a loss of purchasing power during periods of
inflation because, after conversion, the cash received for these items will
purchase less. More than offsetting such assets, however, are significant
amounts of long-term debt, deferred income taxes, and current liabilities which
will be paid with dollars of reduced purchasing power.
SELECTED QUARTERLY INFORMATION
(Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Earnings Earnings
on Per Share
Operating Operating Net Common of Stock
Revenues Income Income Stock Outstanding
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
QUARTER ENDED: MARCH 31, 1993 $452,966 $ 75,049 $ 44,204 $ 40,523 $ .40
March 31, 1992 430,930 64,188 31,841 28,326 .28
JUNE 30, 1993 512,209 115,298 86,846 83,401 .82
June 30, 1992 501,469 100,080 67,260 63,745 .62
SEPTEMBER 30, 1993 689,330 188,513 161,288 157,641 1.54
September 30, 1992 656,271 195,841 166,759 163,245 1.60
DECEMBER 31, 1993 411,499 32,437 4,822 1,508 .01
December 31, 1992 426,451 51,908 36,888 33,374 .33
- -------------------------------------------------------------------------------------------
</TABLE>
Net Income and Earnings on Common Stock for the fourth quarter of 1992 reflect a
gain of $18 million ($.18 per share) from the sale of the Company's Iowa and
northern Illinois retail distribution properties. The Callaway plant was
refueled in the fourth quarter of 1993 and the second quarter of 1992, the
effect of which decreased earnings on common stock by about $21 million ($.20
per share) in each of these quarters. The cost of flooding in the Company's
service territory in 1993 reduced earnings on common stock by $10 million ($.10
per share), primarily in the third quarter.
18 UNION ELECTRIC 1993
<PAGE>
RESPONSIBILITY FOR FINANCIAL STATEMENTS
The management of Union Electric Company is responsible for the information and
representations contained in the financial statements and in other sections of
this Annual Report. The financial statements have been prepared in conformity
with generally accepted accounting principles. Other information included in
this report is consistent, where applicable, with the financial statements.
The Company maintains a system of internal accounting controls designed to
provide reasonable assurance as to the integrity of the financial records and
the protection of assets. Qualified personnel are selected and an organization
structure is maintained that provides for appropriate functional responsibility.
Written policies and procedures have been developed and are revised as
necessary. The Company maintains and supports an extensive program of internal
audits with appropriate management follow up.
The Board of Directors, through its Auditing Committee comprised of outside
directors, is responsible for ensuring that both management and the independent
accountants fulfill their respective responsibilities relative to the financial
statements. Moreover, the independent accountants have full and free access to
meet with the Auditing Committee, with or without management present, to discuss
auditing or financial reporting matters.
REPORT OF INDEPENDENT ACCOUNTANTS
One Boatmen's Plaza Telephone 314-425-0500
St. Louis, MO 63101
- --------------------------------------------------------------------------------
PRICE WATERHOUSE
To the Stockholders and Board of Directors February 2, 1994
of Union Electric Company
In our opinion, the accompanying balance sheet and the related statements of
income, long-term debt, preferred stock, retained earnings, other paid-in
capital, and cash flows present fairly, in all material respects, the financial
position of Union Electric Company at December 31, 1993 and 1992, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Notes 7 and 8 to the financial statements, the Company changed
its method of accounting for income taxes and for postretirement benefits other
than pensions.
19
<PAGE>
STATEMENT OF INCOME UNION ELECTRIC COMPANY
(Thousands of Dollars Except Shares and Per Share Amounts)
<TABLE>
<CAPTION>
YEAR 1993 Year 1992 Year 1991
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES(*):
Electric $ 1,965,980 $ 1,929,468 $ 2,006,258
Gas 99,552 84,159 86,877
Other 472 1,494 3,805
------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING REVENUES 2,066,004 2,015,121 2,096,940
OPERATING EXPENSES:
- --------------------------------------------------------------------------------------------------------------------
Operations
Fuel and purchased power 413,054 407,067 411,739
Other 445,535 381,690 374,997
------------------------------------------------------------------------------------------------------------------
858,589 788,757 786,736
Maintenance 190,097 187,267 170,454
Depreciation and nuclear decommissioning 219,633 214,029 204,152
Amortization of phase-in plans deferred costs -- 32,291 32,459
Income taxes 179,475 179,691 222,700
Other taxes(*) 206,913 201,069 197,626
------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 1,654,707 1,603,104 1,614,127
------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 411,297 412,017 482,813
- --------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND DEDUCTIONS:
- --------------------------------------------------------------------------------------------------------------------
Gain on sales of electric property -- 34,810 --
Income taxes related to gain on sales of electric property -- (16,711) --
Allowance for equity funds used during construction 6,418 3,115 2,156
Miscellaneous, net 3,919 (71) (2,611)
------------------------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME AND DEDUCTIONS, NET 10,337 21,143 (455)
------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 421,634 433,160 482,358
- --------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES:
- --------------------------------------------------------------------------------------------------------------------
Interest 129,600 135,319 167,209
Allowance for borrowed funds used during construction (5,126) (4,907) (6,363)
------------------------------------------------------------------------------------------------------------------
NET INTEREST CHARGES 124,474 130,412 160,846
------------------------------------------------------------------------------------------------------------------
NET INCOME 297,160 302,748 321,512
- --------------------------------------------------------------------------------------------------------------------
PREFERRED STOCK DIVIDENDS 14,087 14,058 14,059
- --------------------------------------------------------------------------------------------------------------------
EARNINGS ON COMMON STOCK $ 283,073 $ 288,690 $ 307,453
- --------------------------------------------------------------------------------------------------------------------
(*)Includes license and franchise taxes of $97,791,000, $92,993,000, and
$96,802,000 for the years 1993, 1992, and 1991, respectively.
EARNINGS PER SHARE OF COMMON STOCK (based on average shares outstanding) $2.77 $2.83 $3.01
- --------------------------------------------------------------------------------------------------------------------
DIVIDENDS PER SHARE OF COMMON STOCK $2.335 $2.26 $2.18
- --------------------------------------------------------------------------------------------------------------------
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 102,123,834 102,123,834 102,123,834
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements on pages 27 through 32.
20
<PAGE>
STATEMENT OF CASH FLOWS UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR 1993 Year 1992 Year 1991
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING:
- -------------------------------------------------------------------------------------------
Net income $ 297,160 $ 302,748 $ 321,512
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 210,341 237,659 227,684
Amortization of nuclear fuel 46,441 47,816 71,964
Gain on sales of electric property - (34,810) -
Allowance for funds used during construction (11,544) (8,022) (8,519)
Postretirement benefit accrual 31,970 - -
Deferred income taxes, net 51,154 44,950 50,633
Deferred investment tax credits, net (7,626) (7,414) (7,007)
Changes in assets and liabilities:
Receivables, net (23,568) 22,408 (3,663)
Materials and supplies 46,741 (9,938) (15,182)
Accounts and wages payable (8,258) 12,207 6,346
Taxes accrued (5,762) (10,958) 7,336
Interest and dividends accrued or declared 2,351 (4,242) 5,593
Other, net (2,378) (1,393) 5,486
------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 627,022 591,011 662,183
------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING:
- -------------------------------------------------------------------------------------------
Construction expenditures (266,433) (259,652) (237,159)
Acquisition of electric property - (62,430) -
Sale of water property - 8,500 -
Sales of electric property - 68,702 -
Allowance for funds used during construction 11,544 8,022 8,519
Nuclear fuel expenditures (37,494) (63,779) (25,344)
------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (292,383) (300,637) (253,984)
-------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING:
- -------------------------------------------------------------------------------------------
Dividends on preferred and common stock (252,546) (244,858) (236,690)
Environmental bond funds 30,474 (4,915) (42,585)
Redemptions --
Nuclear fuel lease (52,907) (50,693) (60,178)
Short-term debt - (34,500) (34,000)
Long-term debt (605,500) (520,076) (292,396)
Preferred stock (73,751) (26) (212)
Issuances --
Nuclear fuel lease 51,593 40,534 16,669
Short-term debt 37,600 - -
Long-term debt 455,000 521,500 242,585
Preferred stock 74,438 - -
------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (335,599) (293,034) (406,807)
------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (960) (2,660) 1,392
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,257 4,917 3,525
- -------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,297 $ 2,257 $ 4,917
===========================================================================================
</TABLE>
Cash and cash equivalents include cash on hand and temporary investments
purchased with a maturity of three months or less.
================================================================================
See Notes to Financial Statements on pages 27 through 32.
21
<PAGE>
BALANCE SHEET UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1993 December 31, 1992
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
PROPERTY AND PLANT, AT ORIGINAL COST:
- ---------------------------------------------------------------------------------------------
Electric $7,916,493 $7,657,516
Gas 149,167 138,811
Other 34,884 34,994
- ---------------------------------------------------------------------------------------------
8,100,544 7,831,321
Less accumulated depreciation and amortization 3,079,509 2,860,699
- ---------------------------------------------------------------------------------------------
5,021,035 4,970,622
Construction work in progress:
Nuclear fuel in process 101,265 100,098
Other 142,656 130,655
--------------------------------------------------------------------------------------
TOTAL PROPERTY AND PLANT, NET 5,264,956 5,201,375
REGULATORY ASSET - DEFERRED INCOME TAXES 762,331 -
- ---------------------------------------------------------------------------------------------
DEFERRED CHARGES AND OTHER ASSETS:
- ---------------------------------------------------------------------------------------------
Unamortized debt expense 53,451 36,598
Nuclear decommissioning trust fund 44,420 32,541
Other 28,552 24,774
--------------------------------------------------------------------------------------
TOTAL DEFERRED CHARGES AND OTHER ASSETS 126,423 93,913
CURRENT ASSETS:
- ---------------------------------------------------------------------------------------------
Cash 1,297 2,257
Accounts receivable -- trade (less allowance
for doubtful accounts of $6,194 and $5,858,
at respective dates) 178,559 156,459
Unbilled revenue 79,957 80,932
Other accounts and notes receivable 18,319 15,876
Materials and supplies, at average cost --
Fossil fuel 53,123 103,582
Construction and maintenance 87,450 83,732
Environmental bond funds 17,026 47,500
Other 6,129 11,737
--------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 441,860 502,075
--------------------------------------------------------------------------------------
TOTAL ASSETS $6,595,570 $5,797,363
=============================================================================================
</TABLE>
See Notes to Financial Statements on pages 27 through 32.
22
<PAGE>
<TABLE>
<CAPTION>
CAPITAL AND LIABILITIES DECEMBER 31, 1993 December 31, 1992
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CAPITALIZATION:
- --------------------------------------------------------------------------------------------------------------
Common stock, $5 par value, authorized 150,000,000 shares --
outstanding 102,123,834 shares (excluding 42,990 shares
at par value in treasury) $ 510,619 $ 510,619
Other paid-in capital, principally premium on common stock
(see accompanying statement) 717,669 718,482
Retained earnings (see accompanying statement) 977,880 934,919
-------------------------------------------------------------------------------------------------------
Total common stockholders' equity 2,206,168 2,164,020
Preference stock, $1 par value, authorized 7,500,000 shares --
none outstanding
Preferred stock not subject to mandatory redemption
(see accompanying statement) 218,497 217,784
Preferred stock subject to mandatory redemption
(see accompanying statement) 702 728
-------------------------------------------------------------------------------------------------------
Long-term debt (see accompanying statement) 1,777,153 1,668,337
Unamortized discount and premium on debt (10,498) (8,784)
-------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION 4,192,022 4,042,085
ACCUMULATED DEFERRED INCOME TAXES 1,360,159 841,944
- --------------------------------------------------------------------------------------------------------------
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS 178,887 186,513
- --------------------------------------------------------------------------------------------------------------
REGULATORY LIABILITY (Note 7) 266,399 -
- --------------------------------------------------------------------------------------------------------------
ACCUMULATED PROVISION FOR NUCLEAR DECOMMISSIONING 46,093 35,897
- --------------------------------------------------------------------------------------------------------------
OTHER DEFERRED CREDITS AND LIABILITIES 92,227 25,347
- --------------------------------------------------------------------------------------------------------------
CONSTRUCTION COMMITMENTS AND CONTINGENCIES (Notes 9, 10, and 11)
- --------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
- --------------------------------------------------------------------------------------------------------------
Current maturity of long-term debt 30,539 291,169
Accounts payable 153,474 165,311
Wages payable 37,326 33,747
Bank loans 59,600 22,000
Income taxes accrued 25,147 30,925
Accumulated deferred income taxes 28,871 -
Other taxes accrued 17,578 17,562
Interest accrued 41,252 38,700
Dividends declared 3,301 3,502
Other 62,695 62,661
-------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 459,783 665,577
-------------------------------------------------------------------------------------------------------
TOTAL CAPITAL AND LIABILITIES $6,595,570 $5,797,363
==============================================================================================================
</TABLE>
23
<PAGE>
LONG-TERM DEBT UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
DECEMBER 31, 1993 December 31, 1992
- ----------------------------------------------------------------------------------------
FIRST MORTGAGE BONDS -- note (a)
- ----------------------------------------------------------------------------------------
<S> <C> <C>
4 1/2% Series due 1995 $ 35,000 $ 35,000
4 3/4% Series due 1995 3,000 3,000
5 1/2% Series due 1996 30,000 30,000
5 5/8% Series due 1996 5,000 5,000
5 1/2% Series due 1997 40,000 40,000
5 5/8% Series due 1997 5,000 5,000
7% Series due 1998--note (b) - 50,000
6 3/4% Series due 1999 100,000 100,000
7 3/8% Series due 1999--note (b) - 35,000
7 5/8% Series due 2001--note (b) - 50,000
7 7/8% Series due 2001--note (b) - 50,000
8 1/8% Series due 2001--note (b) - 60,000
8.33% Series due 2002 75,000 75,000
7.65% Series due 2003 100,000 100,000
7 3/4% Series due 2003--note (b) - 7,000
6 7/8% Series due 2004 188,000 -
7 3/8% Series due 2004 85,000 85,000
8 3/8% Series due 2004--note (b) - 70,000
6 3/4% Series due 2008 148,000 -
7.40% Series due 2020--note (c) 60,000 60,000
8 3/4% Series due 2021 125,000 125,000
8% Series due 2022 85,000 85,000
8 1/4% Series due 2022 104,000 104,000
7.15% Series due 2023 75,000 -
5.45% Series due 2028--note (c) 44,000 -
UNSECURED LOANS--note (d)
- ----------------------------------------------------------------------------------------
Commercial paper--note (e) 25,000 71,000
MISSOURI ENVIRONMENTAL IMPROVEMENT--
- ----------------------------------------------------------------------------------------
Revenue bonds, 1984 Series A due 2014--note (f) 80,000 80,000
1984 Series B due 2014--note (f) 80,000 80,000
1985 Series A due 2015--note (g) 70,000 70,000
1985 Series B due 2015--note (g) 56,500 56,500
1991 Series due 2020--note (g) 42,585 42,585
1992 Series due 2022--note (g) 47,500 47,500
NUCLEAR FUEL LEASE--note (h) 68,568 46,752
- ----------------------------------------------------------------------------------------
LONG-TERM DEBT--note (i)(j) $1,777,153 $1,668,337
========================================================================================
</TABLE>
(a) At December 31, 1993, substantially all of the property and plant was
mortgaged under, and subject to liens of, the respective indentures
pursuant to which the bonds were issued.
(b) Redeemed in 1993.
(c) Environmental Improvement Series.
(d) A bank credit agreement due 1995 permits the Company to borrow up to $200
million. Interest rates will vary depending on market conditions and the
Company's selection of various options under the agreement. At December 31,
1993, no such borrowings were outstanding.
(e) A bank credit agreement due 1996 is utilized to support commercial paper
borrowings up to $300 million on a long-term basis. At December 31, 1993,
the outstanding commercial paper was at an average annualized interest rate
of 3.22%.
(f) Adjustable-fixed rate, interest rate at 2.65% per annum through May 31,
1994; thereafter, interest rates will depend on market conditions and the
Company's selection of an adjusted rate for each annual period or a fixed
rate until maturity.
(g) Interest rates and the periods during which such rates apply, vary
depending on the Company's selection of certain defined rate modes. The
average interest rates at December 31, 1993, for 1985 Series A, 1985 Series
B, 1991 Series and 1992 Series bonds were 2.49%, 2.48%, 2.65% and 2.92%,
respectively.
(h) At December 31, 1993 and 1992, $31 million and $54 million, respectively,
are included under current maturity of long-term debt.
(i) On January 24, 1994, the Company issued $100 million of first mortgage
bonds, 7% Series due 2024.
(j) The estimated fair value of long-term debt at December 31, 1993 is
$1,868,626,000. This estimate is based primarily on market values of actual
or comparable securities at year end. The estimate may not represent actual
values of financial instruments that could have been realized as of year
end or that may be realized in the future.
===============================================================================
See Notes to Financial Statements on pages 27 through 32.
24
<PAGE>
PREFERRED STOCK UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
DECEMBER 31, 1993 December 31, 1992
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION:
- -------------------------------------------------------------------------------------------------------------
Preferred stock outstanding without par value
(entitled to cumulative dividends) -- note (a)
Stated value of $100 per share --
$7.64 Series -- 330,000 shares $ 33,000 $ -
$7.44 Series -- 330,001 shares 33,000 33,000
$6.40 Series -- 300,000 shares 30,000 30,000
$5.50 Series A -- 14,000 shares 1,400 1,400
$5.50 Series B -- 3,000 shares 300 300
$4.75 Series -- 20,000 shares 2,000 2,000
$4.56 Series -- 200,000 shares 20,000 20,000
$4.50 Series -- 213,595 shares 21,359 21,359
$4.30 Series -- 40,000 shares 4,000 4,000
$4.00 Series -- 150,000 shares 15,000 15,000
$3.70 Series -- 40,000 shares 4,000 4,000
$3.50 Series -- 130,000 shares 13,000 13,000
Stated value of $97.50 per share --
$8.00 Series of 1971 -- 425,000 shares -- note (b) - 41,437
Stated value of $92.25 per share --
$8.00 Series -- 350,000 shares -- note (b) - 32,288
Stated value of $25.00 per share --
$1.735 Series -- 1,657,500 shares 41,438 -
-------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION $218,497 $217,784
=============================================================================================================
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION:
- -------------------------------------------------------------------------------------------------------------
Preferred stock outstanding without par value
(entitled to cumulative dividends) -- note (a)
Stated value of $100 per share --
$6.30 Series -- 7,020 and 7,280 shares at
respective dates, due 2020 -- note (c) $702 $728
-------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION $702 $728
=============================================================================================================
</TABLE>
(a) Authorized Union Electric Company total preferred stock -- 25,000,000
shares.
(b) Redeemed in 1993.
(c) The Company is required to retire 260 shares at $100 per share on June 1 of
each year.
================================================================================
See Notes to Financial Statements on pages 27 through 32.
25
<PAGE>
STATEMENT OF RETAINED EARNINGS UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR 1993 Year 1992 Year 1991
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT BEGINNING OF PERIOD $ 934,919 $ 877,029 $ 792,207
- -------------------------------------------------------------------------------------
Add:
Net income 297,160 302,748 321,512
-----------------------------------------------------------------------------------
1,232,079 1,179,777 1,113,719
-----------------------------------------------------------------------------------
Deduct:
Preferred stock dividends* 14,087 14,058 14,060
Common stock cash dividends -- $2.335, $2.26,
and $2.18 per share, respectively 238,459 230,800 222,630
Capital stock expense 1,653 -- --
-----------------------------------------------------------------------------------
254,199 244,858 236,690
-----------------------------------------------------------------------------------
(Under mortgage indentures as amended,
free and unrestricted retained earnings at
December 31, 1993 amounted to $942,398)
BALANCE AT CLOSE OF PERIOD $ 977,880 $ 934,919 $ 877,029
=====================================================================================
</TABLE>
*Preferred stock dividends include dividends declared, applicable to subsequent
periods.
STATEMENT OF OTHER PAID IN CAPITAL
(Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR 1993 Year 1992 Year 1991
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT BEGINNING OF PERIOD $ 718,482 $ 718,507 $ 718,473
-----------------------------------------------------------------------------------
Capital stock expense (813) (25) --
Excess of stated value over purchase price of
2,200 shares $7.44 Series preferred stock
retired during 1991 -- -- 34
-----------------------------------------------------------------------------------
BALANCE AT CLOSE OF PERIOD $ 717,669 $ 718,482 $ 718,507
=====================================================================================
</TABLE>
See Notes to Financial Statements on pages 27 through 32.
26
<PAGE>
NOTES TO FINANCIAL STATEMENTS UNION ELECTRIC COMPANY
NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES
The Company is regulated by the Missouri Public Service Commission, Illinois
Commerce Commission, and the Federal Energy Regulatory Commission. The
accounting policies of the Company are in accordance with the rate-making
practices of the regulatory authorities having jurisdiction and, as such,
conform to generally accepted accounting principles as applied to regulated
public utilities. Following is a description of the Company's significant
accounting policies:
PROPERTY AND PLANT
The cost of additions to and betterments of units of property and plant is
capitalized. Cost includes labor, material, applicable taxes, and overheads,
plus an allowance for funds used during construction. Maintenance expenditures
and the renewal of items not considered units of property are charged to income
as incurred. When units of depreciable property are retired, the original cost
and removal cost, less salvage, are charged to accumulated depreciation.
DEPRECIATION
Depreciation is provided over the estimated lives of the various classes of
depreciable property by applying composite rates on a straight-line basis. The
provision for depreciation in 1993, 1992, and 1991 was approximately 3% of the
average depreciable cost.
NUCLEAR FUEL
The cost of nuclear fuel is amortized to fuel expense on a unit-of-production
basis. Spent fuel disposal cost is charged to expense based on kilowatthours
sold.
INCOME TAXES
Effective January 1993, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes". Under SFAS No. 109,
deferred tax assets and liabilities are recognized for the tax consequences of
transactions that have been treated differently for financial reporting and tax
return purposes, measured using statutory tax rates.
Investment tax credits utilized in prior years were deferred and are being
amortized over the useful lives of the properties to which they relate.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION
Allowance for funds used during construction (AFC) is a utility industry
accounting practice whereby the cost of borrowed funds and the cost of equity
funds (preferred and common stockholders' equity) applicable to the Company's
construction program are capitalized as a cost of construction. This
accounting practice offsets the effect on earnings of the cost of financing
current construction, and treats such financing costs in the same manner as
construction charges for labor and materials.
Under accepted rate-making practice, cash recovery of AFC, as well as other
construction costs, occurs when completed projects are placed in service and
reflected in customer rates.
AFC rates are established by the Company consistent with the methodology
prescribed by the Federal Energy Regulatory Commission. Average annual AFC rates
were 7.8% in 1993, 6.2% in 1992, and 7.1% in 1991.
CALLAWAY RATE PHASE-IN PLANS
The Callaway rate phase-in plans effective in 1985 as a result of regulatory
commission orders provided for the partial deferral of a cash recovery of costs
related to the Callaway plant during the early years of the plans with recovery
of such deferrals in the later years of the plans.
A 1987 order of the Missouri Public Service Commission provided that $159
million of deferred costs at December 31, 1987, applicable to Missouri be
recovered in rates over the five years 1988 through 1992.
UNBILLED REVENUE
The Company accrues on its books estimated, but unbilled, revenue and also a
liability for the related taxes.
NOTE 2 -- DEBT RETIREMENT PROVISIONS
During the five years from December 31, 1993, the amounts of debt maturities
totaling $174 million are: $31 million in 1994; $38 million in 1995; $60 million
in 1996; and $45 million in 1997. Amounts for years subsequent to 1994 do not
include nuclear fuel lease payments since the amounts of such payments are not
currently determinable.
Debt retirement provisions contained in some mortgage bond indentures of the
Company require, subject to certain alternatives, the redemption annually of 1%
of the principal amount (as defined) of each series of bonds. In substantially
all instances, as permitted by the indentures, the Company has been pledging
property additions in lieu of such redemptions.
27
<PAGE>
NOTE 3 -- SHORT-TERM BORROWINGS
Short-term borrowings of the Company consist of bank loans (maturities generally
on an overnight basis) and commercial paper (maturities generally within 10-45
days). Information relative to short-term borrowings is as follows:
<TABLE>
<CAPTION>
(In thousands except rates)
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
BANK LOANS AT YEAR END --
Amount outstanding $ 59,600 $ 22,000 $ 56,500
Composite interest rate 3.3% 3.3% 4.7%
MAXIMUM AGGREGATE SHORT-TERM
BORROWINGS AT ANY MONTH END
DURING THE YEAR $101,500 $261,000 $173,000
AVERAGE DAILY SHORT-TERM BORROWINGS
OUTSTANDING DURING THE YEAR --
Aggregate amount $ 42,376 $100,996 $101,181
Weighted composite interest rate 3.2% 3.8% 6.2%
</TABLE>
The above weighted composite interest rates were calculated by dividing the
applicable interest expense for the year by the average daily short-term
borrowings shown above.
At December 31, 1993, the Company had committed bank lines of credit aggregating
$187 million ($162 million of which were unused at such date) which make
available interim financing at various rates of interest based on LIBOR, the
bank certificate of deposit rate, or other options, and in support of which the
Company has agreements with its lending banks to pay annual fees up to 0.125%.
These lines of credit are renewable annually at various dates throughout the
year.
NOTE 4 -- NUCLEAR FUEL LEASE
The Company has a lease agreement which provides for the financing of nuclear
fuel. Effective February 1, 1994, the maximum amount which may be financed
under the agreement was increased from $100 million to $120 million. Pursuant to
the terms of the lease, the Company has assigned to the lessor certain contracts
for purchase of nuclear fuel. The lessor obtains, through the issuance of
commercial paper or from direct loans under a committed revolving credit
agreement from commercial banks, the necessary funds to purchase the fuel and
make interest payments when due.
The Company is obligated to reimburse the lessor for all expenditures for
nuclear fuel, interest, and related costs. Obligations under this lease become
due as the nuclear fuel is consumed at the Company's Callaway nuclear plant.
The Company reimbursed the lessor $55.0 million during 1993, $54.3 million
during 1992, and $68.0 million during 1991.
The Company has capitalized the cost, including certain interest costs, of the
leased nuclear fuel and has recorded
the related lease obligation. During the years 1993, 1992, and 1991, the total
interest charges under the lease were $3.1 million, $4.4 million, and $8.5
million (based on average interest rates of 3.6%, 4.3%, and 6.7%, respectively)
of which $1.4 million, $1.3 million, and $1.4 million, respectively, were
capitalized.
NOTE 5 -- PREFERRED STOCK
During the three years ended December 31, 1993, preferred stock, without par
value, was issued or redeemed as follows: issued 1,657,500 shares, $1.735 Series
and 330,000 shares, $7.64 Series in 1993; redeemed 350,000 shares, $8.00 Series
and 425,000 shares, $8.00 Series of 1971 in 1993, and redeemed 2,200 shares,
$7.44 Series in 1991. The Company retired 260 shares, $6.30 Series in 1993,
1992, and 1991.
<TABLE>
<CAPTION>
PREFERRED STOCK REDEMPTION PRICE
- ----------------------------------------------------------------
(PER SHARE)
<S> <C>
$7.64 Series $103.82(a)
$7.44 Series 101.00
$6.40 Series 101.50
$5.50 Series A 110.00
$5.50 Series B 103.50
$4.75 Series 102.176
$4.56 Series 102.47
$4.50 Series 110.00(b)
$4.30 Series 105.00
$4.00 Series 105.625
$3.70 Series 104.75
$3.50 Series 110.00
$1.735 Series 25.00(c)
$6.30 Series (d) 100.00
- ----------------------------------------------------------------
</TABLE>
(a) Beginning February 15, 2003, eventually declining to $100 per share.
(b) In the event of voluntary liquidation, $105.50.
(c) On or after August 1, 1998.
(d) The Company is required to retire 260 shares at $100 per share on
June 1 of each year.
NOTE 6 -- PREFERRED STOCK MANDATORY REDEMPTION PROVISIONS
During each of the five years 1994 through 1998, the Company will be required to
redeem $26,000 of the preferred stock outstanding at December 31, 1993.
28
<PAGE>
NOTE 7 -- INCOME TAXES
Total income tax expense for 1993 resulted in an effective tax rate of 38% on
earnings before income taxes (39% in 1992 and 41% in 1991). The principal
reasons such rates differ from the statutory Federal rate are as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
STATUTORY FEDERAL INCOME TAX RATE 35% 34% 34%
INCREASES (DECREASES) FROM:
Depreciation differences 2 1 2
Callaway rate phase-in plans - 2 2
State tax 2 3 3
Miscellaneous, net (1) (1) -
--- --- ---
EFFECTIVE INCOME TAX RATE 38% 39% 41%
=== === ===
</TABLE>
Income tax expense components for the years shown are as follows (in thousands):
<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
TAXES CURRENTLY PAYABLE
(PRINCIPALLY FEDERAL):
Included in operating expenses $147,062 $147,887 $183,573
Included in other income --
Miscellaneous, net (7,874) 11,586 (8,244)
DEFERRED TAXES
(PRINCIPALLY FEDERAL):
Included in operating expenses --
Depreciation differences 49,566 37,588 41,757
Other (9,527) 1,630 4,377
Included in other income --
Depreciation differences 9,638 6,978 6,834
Other 1,477 (1,246) (2,336)
DEFERRED INVESTMENT TAX CREDITS, NET
Included in operating expenses (7,626) (7,414) (7,007)
-------- -------- --------
TOTAL INCOME TAX EXPENSE $182,716 $197,009 $218,954
======== ======== ========
</TABLE>
Effective January 1993, the Company adopted SFAS No. 109, "Accounting for Income
Taxes." Prior to 1993, in accordance with accepted ratemaking practice,
deferred income taxes were not provided for certain temporary differences flowed
through to customers and the equity component of Allowance for Funds Used During
Construction. SFAS No. 109 requires recognition of the income tax effect of
such temporary differences. Accordingly, a Regulatory Asset, representing the
probable recovery from customers of future income taxes which is expected to
occur when the temporary differences reverse, has been recorded along with a
corresponding deferred tax liability. Also, a Regulatory Liability recognizing
the lower expected revenue resulting from reduced income taxes associated with
amortizing accumulated deferred investment tax credits, has been recorded. The
deferred tax asset corresponding to this Regulatory Liability has been combined
with the deferred tax liabilities.
SFAS No. 109 requires that deferred tax liabilities be adjusted for enacted
changes in tax laws or rates. Accordingly, the Company reduced its deferred tax
liabilities for amounts previously recorded in excess of the current statutory
rate. Recognizing that regulators will probably reduce future revenues for
these excess tax deferrals, the reduction in the deferred tax liability was
credited to the Regulatory Liability.
Adopting SFAS No. 109 increased both assets and liabilities at December 31, 1993
by approximately $762 million, but did not affect the Company's 1993 earnings on
common stock.
Under SFAS No. 109, temporary differences gave rise to deferred tax assets of
$40 million and deferred tax liabilities of $1.43 billion at December 31, 1993.
These are sum-marized as follows (in millions):
<TABLE>
<S> <C>
DEPRECIATION $ 806
REGULATORY ASSET - NET 496
CAPITALIZED TAXES AND EXPENSES 127
DEFERRED BENEFIT COSTS (30)
DISALLOWED PLANT COSTS (10)
------
TOTAL ACCUMULATED DEFERRED INCOME TAXES, NET $1,389
======
</TABLE>
NOTE 8 -- RETIREMENT BENEFITS
The Company has non-contributory, defined-benefit retirement plans covering
substantially all of its employees. Benefits are based on the employees' years
of service and compensation. The Company's funding policy is to contribute
annually at least the minimum amount required by government funding standards,
but not more than can be deducted for Federal income taxes. Plan assets consist
principally of common stocks and fixed income securities.
Pension costs for the years 1993, 1992, and 1991, were $27 million, $25 million,
and $24 million, respectively, of which approximately 18% in 1993 and 1992, and
17% in 1991 were charged to construction accounts.
29
<PAGE>
NOTE 8 - RETIREMENT BENEFITS (cont'd)
The plans' funded status follows (in millions):
<TABLE>
<CAPTION>
At December 31,
1993 1992 1991
----- ----- -----
<S> <C> <C> <C>
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATION:
Vested benefit obligation $(607) $(492) $(455)
===== ===== =====
Accumulated benefit obligation $(686) $(521) $(481)
===== ===== =====
Projected benefit obligation for service
rendered to date $(820) $(688) $(633)
PLAN ASSETS AT FAIR VALUE 738 671 636
----- ----- -----
(DEFICIENCY) EXCESS OF PLAN ASSETS VERSUS
PROJECTED BENEFIT OBLIGATION (82) (17) 3
UNRECOGNIZED NET GAIN (4) (55) (78)
PRIOR SERVICE COST NOT YET RECOGNIZED IN NET
PERIODIC PENSION COST 93 84 89
UNRECOGNIZED NET ASSETS AT TRANSITION (11) (12) (12)
----- ----- -----
PREPAID PENSION COST $ (4) $ - $ 2
===== ===== =====
Pension costs include the following components
(in millions):
1993 1992 1991
----- ----- -----
SERVICE COST -- BENEFITS EARNED DURING
THE PERIOD $ 18 $ 17 $ 15
INTEREST COST ON PROJECTED BENEFIT OBLIGATION 59 56 52
ACTUAL RETURN ON PLAN ASSETS (89) (52) (110)
NET AMORTIZATION AND DEFERRAL 39 4 67
----- ----- -----
PENSION COST $ 27 $ 25 $ 24
===== ===== =====
</TABLE>
For determining the actuarial present value of the projected benefit obligation
in 1993, 1992, and 1991, the weighted average discount rates were 7.25%, 8.5%,
and 8.75%, respectively. The rate of increase in future compensation was 4.25%
in 1993, and 6% in 1992 and 1991. The expected long-term rate of return on plan
assets was 8.5%.
In addition to providing pension benefits, the Company provides certain health
care and life insurance benefits for retired employees. Substantially all of
the Company's employees may become eligible for those benefits if they reach
retirement age while working for the Company. Prior to 1993, the costs of
retiree health care and life insurance benefits were recognized on the basis of
claims paid. For 1993, 1992, and 1991, the actual claims paid were $14.6
million, $13.5 million, and $11 million, respectively.
Effective January 1993, the Company adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits other than Pensions," which requires accrual of
expected postretirement benefit costs during employees' years of service. The
present value of the Company's accumulated postretirement benefit obligation is
estimated to be $325 million and the 1993 net periodic postretirement benefit
costs were $53 million, of which approximately 18% was charged to construction
accounts. The Company's transition obligation is being amortized over 20 years.
The plans' status at December 31, 1993 follows (in millions):
<TABLE>
<S> <C>
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION:
Active employees eligible for benefits $ (47)
Retired employees (169)
Other active employees (109)
-----
Total benefit obligation (325)
UNRECOGNIZED - TRANSITION OBLIGATION 309
- PRIOR SERVICE COST (44)
- LOSS 21
-----
ACCRUED POSTRETIREMENT BENEFIT COSTS $ (39)
=====
The components of the 1993 net periodic postretirement benefit
cost are as follows (in millions):
SERVICE COST -- BENEFITS EARNED DURING THE PERIOD $ 9
INTEREST COST ON PROJECTED BENEFIT OBLIGATION 28
AMORTIZATION OF TRANSITION OBLIGATION 16
-----
NET PERIODIC COST $ 53
=====
Assumptions for the obligation and expense measurements are
as follows:
DISCOUNT RATE AT MEASUREMENT DATE 7.25%
MEDICAL COST TREND RATE - INITIAL 11.25%
- ULTIMATE 5.25%
ULTIMATE MEDICAL COST TREND RATE EXPECTED IN YEAR 2000
</TABLE>
A one percent increase in the medical cost trend rate is estimated to increase
the net periodic cost and the accumulated postretirement benefit obligation by
approximately $4 million and $28 million, respectively.
In January 1993, the Emerging Issues Task Force of the Financial Accounting
Standards Board established the criteria permitting regulated enterprises to
record a regulatory asset offsetting the liability recorded pursuant to SFAS
106. The prescribed criteria preclude the Company from recording a regulatory
asset. As a result, adopting SFAS 106 reduced the Company's 1993 earnings on
common stock by $20 million or 20 cents per share.
NOTE 9 -- CONSTRUCTION COMMITMENTS
The Company is engaged in a construction program under which expenditures
averaging approximately $310 million are anticipated during each of the next
five years.
30
<PAGE>
NOTE 10 -- CONTINGENCIES
The Company's insurance coverage for its Callaway plant is as follows:
Property insurance coverage of $500 million provided by American Nuclear
Insurers (ANI) and Mutual Atomic Energy Liability Underwriters (MAELU).
Excess property insurance of $850 million, including $100 million of coverage
for premature decom-missioning costs, provided by ANI/MAELU and Nuclear
Electric Insurance Limited (NEIL), a mutual insurer established by the utility
industry.
Excess property insurance of $1.15 billion pro-vided by NEIL. Under this
policy, the Company could be subject to a maximum retrospective premium
assessment of $11.6 million in any one policy year. The policy also provides
up to an additional $250 million of coverage for premature decommissioning
costs in excess of funds previously collected for decommissioning. Such
coverage is limited to a premature decom-missioning which results from a major
accident.
The NRC requires property insurance proceeds to be first dedicated to reactor
stabilization and decontamination, which may significantly reduce the proceeds
available for property repair and replacement.
A Master Worker Policy issued by ANI/MAELU with an aggregate limit of $400
million for the nuclear industry as a whole to cover claims of workers as a
result of initial radiation exposure after December 31, 1987. Under this
policy, the Company could be subject to a maximum retrospective premium
assessment of $3.1 million.
Accidental outage replacement power cost insurance provided by NEIL.
Thereunder, the Company is insured for up to $3.1 million per week for the
first year, commencing 21 weeks after initiation of the outage and up to $2.1
million per week for the second and third year. Under this policy, the
Company could be subject to a maximum annual retrospective premium assessment
of $3.3 million in any one policy year.
The Atomic Energy Act, as revised August 1988 by the Price-Anderson amendments,
covers liability to third parties for a nuclear incident and, at December 31,
1993, limited such liability to approximately $9.4 billion for each nuclear
incident. Coverage of the first $200 million of liability is provided by
ANI/MAELU. The balance is provided by utility industry retrospective
assessments. The Company's maximum potential assessment under this plan would
be $75.5 million per incident payable in annual installments of not more than
$10 million. Additionally, if the sum of all public liability claims and legal
costs arising from a nuclear incident exceeds the amount of primary and excess
coverage in force, the Company can be assessed an additional $3.8 million. As
required by the Price-Anderson Act, the assessment is subject to an inflationary
adjustment.
To the extent that any losses arising from a nuclear incident at Callaway plant
exceed the limits of, or are not subject to, insurance, or to the extent such
insurance becomes unavailable in the future, the Company may retain the risk of
loss as a self-insurer. Although the Company has no reason to anticipate a
serious nuclear incident at Callaway plant, if such an incident did occur, it
could have a material but presently undeterminable adverse effect on the
Company's financial position.
Under the Clean Air Act Amendments of 1990, the Company is required to reduce
total annual emissions of sulfur dioxide by approximately two-thirds by the year
2000. Significant reductions in nitrogen oxide will also be required. With
switching to low-sulfur coal and early banking of emission credits, the Company
anticipates that it can comply with the requirements of the law with no
significant increase in revenue needs because the related capital costs,
estimated at about $300 million, will be largely offset by lower fuel costs.
As of December 31, 1993, the Company was designated a potentially responsible
party (PRP) by federal and state environmental protection agencies for five
hazardous waste sites. Other hazardous waste sites have been identified for
which the Company may be responsible but has not been designated a PRP. The
Company is continuing to evaluate the remediation costs that will be required
for all of these sites. However, such costs are not expected to have a material
adverse effect on the Company's financial position.
The Company is involved in legal and administrative proceedings before various
courts and agencies with
31
<PAGE>
NOTES TO FINANCIAL STATMENTS UNION ELECTRIC COMPANY
(continued)
NOTE 10 -- CONTINGENCIES (cont'd)
respect to matters arising in the ordinary course of business, some of which
involve substantial amounts. Management is of the opinion that the final
disposition of these proceedings will not have a material adverse effect on the
Company's financial position.
In November 1992, the Missouri Public Service Commission (MoPSC) approved a
settlement among various parties involving the Company's Missouri electric
rates. Under the terms of the settlement, rate decreases for all classes of
Missouri electric customers reduced 1993 annual revenues by approximately $42
million. The settlement also provides that no party shall file for a general
increase or decrease in the Company's Missouri electric rates prior to September
1, 1994, except that the Company may request an increase if certain adverse
events occur.
See Management's Discussion and Analysis - Liquidity and Capital Resources for
information regarding the Company's acquisition and sales of electric
properties.
NOTE 11 -- CALLAWAY NUCLEAR PLANT
Under the Nuclear Waste Policy Act of 1982, the U.S. Department of Energy (DOE)
is responsible for the permanent storage and disposal of spent nuclear fuel.
DOE currently charges one mill per kilowatthour sold for future disposal of
spent fuel. Electric rates charged to customers provide for recovery of such
costs. DOE is not expected to have its permanent storage facility for spent
fuel available until at least 2010. The Company has sufficient storage capacity
at the Callaway plant site until 2005 and has viable storage alternatives under
consideration that would provide additional storage facilities. Each
alternative will likely require Nuclear Regulatory Commission approval and may
require other regulatory approvals. The delayed availability of DOE's disposal
facility is not expected to adversely affect the continued operation of the
Callaway plant.
In 1993, the Company recorded a $23 million liability and a corresponding asset
for a special DOE assessment on all utilities owning nuclear plants. The
assessment is for the future decontamination, decommissioning and reclamation of
DOE uranium enrichment facilities. It will be paid and charged to expense over
15 years beginning in 1993.
Callaway plant decommissioning costs are estimated to be $372 million in current
year dollars. Annual decom-missioning costs are charged to depreciation expense
over Callaway's service life and amounted to $6.7 million in 1993. Electric
rates charged to customers provide for recovery of decommissioning costs over
the life of the plant, based on an assumed 40-year life, ending upon expiration
of the plant's operating license in 2024. Every three years, the MoPSC requires
the Company to file updated cost studies for decommissioning Callaway. Electric
rates may be adjusted at such times to reflect changes in cost estimates.
Amounts collected from customers are deposited in a trust fund established to
provide for decommissioning costs. Fund earnings, net of expenses, appear on
the balance sheet as increases in the nuclear decommissioning trust fund and in
the Accumulated Provision for Nuclear Decommissioning. The Callaway site is
assumed to be decommissioned using the DECON (immediate dismantlement)
alternative.
NOTE 12 -- SUPPLEMENTARY INFORMATION
<TABLE>
<CAPTION>
(Thousands of Dollars) 1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
MAINTENANCE AND REPAIRS, CHARGED
DIRECTLY TO:
Operating expenses $190,097 $187,267 $170,454
Other accounts (a) 10,780 10,633 11,064
-------- -------- --------
$200,877 $197,900 $181,518
======== ======== ========
DEPRECIATION, DEPLETION AND
AMORTIZATION OF FIXED AND INTANGIBLE
ASSETS, CHARGED DIRECTLY TO:
Operating expenses $210,341 $237,659 $227,684
Other accounts (a) 9,077 7,827 5,967
-------- -------- --------
$219,418 $245,486 $233,651
======== ======== ========
TAXES, OTHER THAN PAYROLL AND
INCOME TAXES, CHARGED DIRECTLY TO:
Operating expenses -
Real estate and personal property $ 86,536 $ 85,792 $ 78,900
License and franchise 97,791 92,993 96,802
Miscellaneous 1,624 1,700 1,699
-------- -------- --------
185,951 180,485 177,401
Other accounts 5,255 4,900 4,512
-------- -------- --------
$191,206 $185,385 $181,913
======== ======== ========
</TABLE>
(a) A substantial portion of amounts charged to other accounts is allocated
to operating expenses through clearing accounts.
(b) The amounts of payroll taxes for the years 1993, 1992, and 1991 were
$20,962,000, $20,584,000,and $20,225,000, respectively.
(c) The amounts of royalties and advertising costs were not material.
(d) Total interest paid (net of amount capitalized) in 1993, 1992, and 1991
was $112 million, $128 million, and $146 million, respectively.
(e) Total income taxes paid in 1993, 1992, and 1991 were $145 million, $170
million, and $168 million, respectively.
===============================================================================
This report and the financial statements contained herein are submitted for the
information of the stockholders of the Company and are not intended to induce,
or for use in connection with, any sale or purchase of any securities of the
Company.
32
<PAGE>
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ELECTRIC OPERATING REVENUES (000):
Residential $ 817,713 $ 754,667 $ 831,106 $ 763,539 $ 757,139
Commercial 684,446 676,761 685,799 673,037 668,796
Industrial 373,353 410,370 395,116 411,809 411,614
Other electric utilities 59,160 57,226 65,317 62,167 64,262
Miscellaneous 31,308 30,444 28,920 28,619 28,073
-----------------------------------------------------------------------------------------------------
TOTAL ELECTRIC OPERATING REVENUES $1,965,980 $ 1,929,468 $ 2,006,258 $ 1,939,171 $ 1,929,884
- ------------------------------------------------------------------------------------------------------------
KILOWATTHOUR SALES (000,000):
Residential 10,867 9,690 10,646 9,810 9,724
Commercial 10,989 10,553 10,678 10,276 10,142
Industrial 8,003 9,030 8,524 8,706 8,605
Other electric utilities 1,580 1,488 1,623 1,511 1,534
Miscellaneous 139 144 139 142 141
-----------------------------------------------------------------------------------------------------
TOTAL KILOWATTHOUR SALES 31,578 30,905 31,610 30,445 30,146
- ------------------------------------------------------------------------------------------------------------
ELECTRIC CUSTOMERS (End of year):
- ------------------------------------------------------------------------------------------------------------
Residential 976,390 990,563 962,629 957,102 951,154
Commercial 126,542 127,932 122,152 121,090 119,307
Industrial 6,605 6,828 6,778 6,752 6,714
Electric utilities 17 19 20 21 21
Other 1,630 1,619 1,599 1,644 1,588
-----------------------------------------------------------------------------------------------------
TOTAL ELECTRIC CUSTOMERS 1,111,184 1,126,961 1,093,178 1,086,609 1,078,784
- ------------------------------------------------------------------------------------------------------------
RESIDENTIAL CUSTOMER DATA (Average):
- ------------------------------------------------------------------------------------------------------------
Kilowatthours used 11,151 9,864 11,106 10,283 10,289
Annual electric bill $839.11 $768.20 $867.00 $800.80 $801.14
Revenue per kilowatthour 7.52c 7.79c 7.81c 7.78c 7.79c
- ------------------------------------------------------------------------------------------------------------
GROSS INSTANTANEOUS
PEAK DEMAND (Kilowatts) 7,540,000 7,135,000 7,365,000 7,465,000 7,210,000
- ------------------------------------------------------------------------------------------------------------
CAPABILITY AT TIME OF PEAK,
INCLUDING NET PURCHASES (Kilowatts) 8,597,000 8,407,000 8,285,000 8,132,000 8,255,000
- ------------------------------------------------------------------------------------------------------------
GENERATING CAPABILITY AT
TIME OF PEAK (Kilowatts) 7,963,000 7,868,000 7,868,000 7,760,000 7,837,000
- ------------------------------------------------------------------------------------------------------------
COAL BURNED (Tons) 9,803,000 10,314,000 10,732,000 10,643,000 10,711,000
- ------------------------------------------------------------------------------------------------------------
PRICE PER TON OF COAL $31.66 $31.96 $32.26 $33.85 $33.12
- ------------------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
1993 1992 1991 1990
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RESULTS OF OPERATIONS
- ---------------------------------------------------------------------------------------------------------------
Operating revenues $ 2,066,004 $ 2,015,121 $ 2,096,940 $ 2,023,017
Operating expenses 1,654,707 1,603,104 1,614,127 1,565,477
Operating income 411,297 412,017 482,813 457,540
Callaway rate phase-in plans - 60 107 237
Deferred costs disallowed - - - -
Callaway Unit No. 1 costs disallowed, net - - - -
Loss on cancellation of
Callaway Unit No. 2, net - - - -
Allowance for all funds used
during construction 11,544 8,022 8,519 14,145
Gain on sales of electric property, net - 18,099 - -
Miscellaneous, net 3,919 (131) (2,718) 9,881
Interest (129,600) (135,319) (167,209) (187,584)
Net income 297,160 302,748 321,512 294,219
Preferred stock dividends 14,087 14,058 14,059 14,693
Earnings on common stock 283,073 288,690 307,453 279,526
Average common shares
outstanding 102,123,834 102,123,834 102,123,834 102,123,834
--------------------------------------------------------------------------------------------------------
ASSETS, OBLIGATIONS, AND EQUITY CAPITAL (Year End)
- ---------------------------------------------------------------------------------------------------------------
Total assets $ 6,595,570 $ 5,797,363 $ 5,733,479 $ 5,702,341
Long-term debt obligations 1,766,655 1,659,553 1,730,277 1,948,024
Preferred stock subject to
mandatory redemption 702 728 754 780
Preferred stock not subject to
mandatory redemption 218,497 217,784 217,784 218,004
Common equity 2,206,168 2,164,020 2,106,155 2,021,299
--------------------------------------------------------------------------------------------------------
FINANCIAL INDICES:
- ---------------------------------------------------------------------------------------------------------------
Earnings per share of common stock
(based on average shares outstanding) $2.77 $2.83 $3.01 $2.74
Cash dividends per share of
common stock $2.335 $2.26 $2.18 $2.10
Return on average common stock equity 13.01% 13.70% 14.99% 14.16%
Ratio of earnings to fixed charges (a) 4.66 4.66 4.21 3.57
Book value per common share $21.60 $21.19 $20.62 $19.79
--------------------------------------------------------------------------------------------------------
CAPITALIZATION RATIOS (Year End):
- ---------------------------------------------------------------------------------------------------------------
Common equity 52.6% 53.5% 51.9% 48.3%
Preferred stock not subject to
mandatory redemption 5.2 5.4 5.4 5.2
Preferred stock subject to
mandatory redemption - - - -
Long-term debt 42.2 41.1 42.7 46.5
--------------------------------------------------------------------------------------------------------
100.0% 100.0% 100.0% 100.0%
--------------------------------------------------------------------------------------------------------
</TABLE>
(a) Earnings used in computing the ratio of earnings to fixed charges
consist of net income plus fixed charges (interest on debt,
amortization of debt discount, premium and expense, and a portion of
rentals representative of the interest factor) and income taxes.
34
<PAGE>
<TABLE>
<CAPTION>
1989 1988 1987 1986 1985 1984 1983
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
$ 2,010,306 $ 2,029,107 $ 1,946,411 $ 1,807,182 $ 1,591,763 $ 1,412,414 $ 1,401,086
1,543,838 1,544,953 1,457,957 1,287,572 1,173,187 1,172,128 1,160,816
466,468 484,154 488,454 519,610 418,576 240,286 240,270
227 2,408 92,791 59,861 74,631 - -
- - (23,169) - - - -
- - - - (234,780) - -
(30,196) - - - - - -
17,908 14,885 20,477 15,812 106,754 329,669 251,307
- - - - - - -
7,769 (10,648) (15,714) 3,947 (1,709) 1,619 2,509
(176,571) (199,241) (228,961) (247,409) (254,320) (247,308) (218,530)
285,605 291,558 333,878 351,821 109,152 324,266 275,556
19,134 30,425 36,522 49,245 49,836 50,185 46,118
266,471 261,133 297,356 302,576 59,316 274,081 229,438
102,123,834 102,123,834 102,123,834 102,123,834 100,403,016 96,574,699 86,744,282
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
$ 5,760,322 $ 5,827,246 $ 5,957,811 $ 5,895,211 $ 5,738,620 $ 5,819,996 $ 5,146,666
2,106,776 2,188,614 2,357,615 2,436,092 2,454,687 2,457,381 2,108,047
806 60,832 64,608 165,384 173,160 178,936 180,962
227,582 279,784 354,784 354,784 354,784 354,784 354,784
1,954,481 1,895,360 1,837,156 1,743,189 1,630,466 1,695,239 1,526,188
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
$2.61 $2.56 $2.91 $2.96 $0.59 $2.84 $2.64
$2.02 $1.94 $1.92 $1.86 $1.78 $1.72 $1.66
14.03% 14.08% 16.79% 18.16% 3.81% 17.23% 16.79%
3.63 3.35 3.30 2.79 1.14 2.88 2.89
$19.14 $18.56 $17.99 $17.07 $15.97 $17.10 $16.12
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
45.6% 42.8% 39.8% 37.1% 35.3% 36.2% 36.6%
5.3 6.3 7.7 7.6 7.7 7.6 8.5
- 1.4 1.4 3.5 3.8 3.8 4.3
49.1 49.5 51.1 51.8 53.2 52.4 50.6
- ----------------------------------------------------------------------------------------------------------
100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE>
INVESTOR INFORMATION
DRPlus
DRPlus, UE's stock purchase and dividend reinvestment plan, is a convenient way
for the company's stockholders, employees and customers to purchase common
shares without paying fees. Please see the attached card for more information.
DIRECT DEPOSIT OF DIVIDENDS
Stockholders may have their cash dividends electronically deposited in their
bank accounts on the dividend payment date. Please see the attached card for
more information.
ANNUAL MEETING
The Annual Meeting of Stockholders will convene at 9 a.m. Tuesday, April 26,
1994 at The Saint Louis Art Museum, 1 Fine Arts Drive, Forest Park, St. Louis,
Missouri.
COMMON STOCK AND DIVIDEND INFORMATION
The company's common stock is listed on the New York Stock Exchange (ticker
symbol: UEP). Common stockholders of record totaled 122,279 at December 31,
1993. Union Electric has paid cash dividends on common stock for 88 consecutive
years, since 1906. Under the company's amended mortgage indentures, $35,482,000
of total retained earnings was restricted against payment of common dividends --
except those payable in common stock; retained earnings totaled $977,880,000 at
December 31, 1993.
The following table includes the high and low sales prices and the dividends
paid per common share during the past two years:
<TABLE>
<CAPTION>
1993
Price Range
----------------- Dividends
Quarter Ended High Low Paid
- -------------------------------------------------------
<S> <C> <C> <C>
March 31 $40 1/2 $35 3/4 58 (cents)
June 30 41 3/8 38 5/8 58
September 30 44 5/8 40 58
December 31 44 3/8 38 1/8 59 1/2
</TABLE>
<TABLE>
<CAPTION>
1992
Price Range
----------------- Dividends
Quarter Ended High Low Paid
- -------------------------------------------------------
<S> <C> <C> <C>
March 31 $38 3/4 $32 1/2 56 (cents)
June 30 36 31 3/4 56
September 30 37 7/8 35 5/8 56
December 31 37 3/8 35 1/4 58
</TABLE>
INVESTOR SERVICES
The company's Investor Services representatives are available to help you each
business day from 7:30 a.m. to 4:30 p.m. (Central Time). Please write or call:
Union Electric Company
Investor Services Department
P.O. Box 66887
St. Louis, MO 63166-6887
St. Louis area 554-3502
Toll-free 1-800-255-2237
OFFICE
1901 Chouteau Avenue
St. Louis, MO 63103
314-621-3222
STOCK AND FIRST MORTGAGE BOND TRANSFER AGENT AND REGISTRAR
Union Electric Company
TRUSTESS FOR FIRST MORTGAGE BONDS
Boatmen's Trust Company
St. Louis, MO
Harris Trust and Savings Bank and D.G. Donovan, Co-Trustees
Chicago, IL
LaSalle National Trust, N.A.
Chicago, IL
UNION ELECTRIC 1993 37
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 2-96198) and
the Registration Statement on Form S-8 (No. 33-60330) of Union Electric Company
of our report dated February 2, 1994 appearing on page 19 of the 1993 Annual
Report to Stockholders which is incorporated by reference in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page 13 of this Form
10-K.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
March 29, 1994
<PAGE>
EXHIBIT 24
CERTIFIED COPY OF RESOLUTION ADOPTED AT THE
REGULAR MEETING OF THE BOARD OF DIRECTORS OF
UNION ELECTRIC COMPANY
HELD ON FRIDAY, DECEMBER 10, 1993
--------------------------------------------
RESOLVED, that the proper officers and directors of this Company be and
hereby are authorized and directed to execute the 1993 Annual Report Form 10-K
("Form 10-K") and such amendments thereto as they may deem necessary or
desirable; that the name of any officer or director of the Company required to
sign such Form 10-K or any amendment thereto, may be signed by C. 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; and that the officers of this Company be and hereby are authorized
and directed to file such Form 10-K and any amendments thereto with the
Securities and Exchange Commission when executed by or on behalf of the proper
officers and the directors of the Company.
I hereby certify that the foregoing is
a true and correct copy of resolution adopted
at the regular meeting of the Board of
Directors of Union Electric Company, held
pursuant to due notice on Friday,
December 10, 1993 at the General Office
Building of the Company, St. Louis, Missouri,
and that such resolution is still in full
force and effect.
March 29, 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 the
1993 Annual Report Form 10-K and any amendments thereto to be filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
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 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 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 the
1993 Annual Report Form 10-K and any amendments thereto to be filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
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 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 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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 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 A. Hays
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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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/ Thomas A. Hays (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 Thomas A. Hays, known to me
to be the person dscribed 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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 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/ Joy L. Moore
---------------------------------------
Joy L. Moore
Notary Public - Notary 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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
ST. LOUIS COUNTY
MY COMMISSION EXP. 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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 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 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 the 1993 Annual Report Form 10-K and any amendments
thereto to be filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, 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 the 1993 Annual Report Form 10-K and any
amendments thereto to be filed with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, 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 HEREOF, the undersigned has hereunto set his hand and seal this
16th day of February, 1994.
/s/ Harvey Saligman (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 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 the 1993 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, 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 virture hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this
16th day of February, 1994.
/s/ Janet M. Weakley (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 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
State of Missouri
St. Louis County
My Commission Exp. June 3, 1997
