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Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNION ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
State of Missouri 43-0559760
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address, including zip code, of principal executive offices)
UNION ELECTRIC COMPANY
LONG-TERM INCENTIVE PLAN OF 1995
(Full title of the plan)
DONALD E. BRANDT, Senior Vice President
JAMES C. THOMPSON, Secretary
1901 Chouteau Avenue, St. Louis, Missouri 63103
(314) 621-3222
(Names, address, including zip code, and telephone number, including area code,
of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share* price fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$5 par value, including
related rights . . . . . . 2,500,000 shares $39.8125 $99,531,250 $34,321
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated in accordance with Rule 457(h) on the basis of the average of the
high and low prices of registrant's Common Stock reported in the consolidated
reporting system on November 13, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated in this registration statement
by reference:
(a) Registrant's Annual Report on Form 10-K for the year ended December 31,
1994.
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 (as amended by Forms 10-Q/A dated August 15, 1995
and September 7, 1995), and September 30, 1995.
(c) Registrant's Current Report on Form 8-K dated June 12, 1995.
(d) The information under the caption "Description of Common Stock" in the
Prospectus dated February 5, 1990, included in the Company's Registration
Statement Form S-8, Registration No. 33-32971, filed pursuant to the Securities
Act of 1933, as amended.
(e) Registrant's proxy material forming a part of the Ameren Incorporated
Registration Statement on Form S-4 - Registration Statement No. 33-64165.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of the Registrant provide that each person who now is or
hereafter becomes a director or officer shall be indemnified by the Registrant
to the maximum extent permitted by law against all judgments, expenses and
settlements incurred in connection with any direct or third party civil action
or any criminal claim against that person arising by reason of the fact that
the person is or was serving as a director or officer of the Registrant;
subject, however, to the statutory restriction that the Registrant cannot
indemnify any person if that person's conduct is adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct. Partial
indemnification, to the extent permitted by law and public policy, is permitted
in instances where
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full indemnification is not permitted. And, where full indemnification is
prohibited, such person nevertheless shall have a right of contribution to the
extent permitted by law and public policy in situations where said party is
held jointly liable with the Registrant.
The aforesaid right to indemnification is not exclusive of any other
right to indemnification that such persons may be entitled under any contract
or agreement. The Registrant has contracted with each director to provide
indemnification to the maximum extent permitted by law and public policy for
any and all expenses (including judgments, fines, attorneys' fees and amounts
paid in settlement) incurred by said director in his capacity as a director.
Section 351.355, RSMo., also provides for indemnification by a
corporation of each director and officer in connection with any civil or
criminal action unless said person's conduct is adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
Subject to certain exceptions, the directors and officers of the
Registrant are insured for loss up to $25,000,000 resulting from any claim or
claims made against them, including claims arising under the Securities Act of
1933 and caused by any negligent act, any error, any omission or any breach of
duty while acting in their capacities as officers or directors, and the
Registrant is identically insured to the extent that it shall have indemnified
the directors and officers for such loss (subject to a deductible of $2,000,000
with respect to each loss). The premiums for such insurance are paid by the
Registrant.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No.
23 Consent of Independent Accountants.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the
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information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, and State of Missouri, on
the 17th day of November, 1995.
UNION ELECTRIC COMPANY
(Registrant)
/s/ DONALD E. BRANDT
------------------------
DONALD E. BRANDT
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date above indicated.
/s/ C. W. MUELLER /s/ RICHARD A. LIDDY
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C. W. Mueller Richard A. Liddy, Director
President, Chief Executive Officer
and Director
(Principal Executive Officer)
----------------------------------
John Peters MacCarthy, Director
/s/ DONALD E. BRANDT
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Donald E. Brandt /s/ PAUL L. MILLER, JR.
Senior Vice President ----------------------------------
(Principal Financial and Paul L. Miller, Jr., Director
Accounting Officer)
/s/ ROBERT H. QUENON
----------------------------------
Robert H. Quenon, Director
/s/ WILLIAM E. CORNELIUS
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William E. Cornelius, Director
/s/ HARVEY SALIGMAN
----------------------------------
Harvey Saligman, Director
/s/ THOMAS A. HAYS
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Thomas A. Hays, Director
----------------------------------
Janet McAfee Weakley, Director
/s/ THOMAS H. JACOBSEN
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Thomas H. Jacobsen, Director
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EXHIBIT INDEX
Exhibit Description
23 Consent of Independent Accountants.
All Exhibits are filed electronically with Form S-8.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Union Electric Company of our report dated January 31,
1995, which appears on page 19 of Union Electric Company's 1994 Annual Report
to Shareholders, which is incorporated by reference in its Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 13 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
November 16, 1995
