<PAGE> 1
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 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
SAVINGS INVESTMENT PLAN
Issuer: Union Electric Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE> 2
(PRICE WATERHOUSE LLP FINANCIAL REPORT)
<PAGE> 3
[UNION ELECTRIC LOGO]
UNION ELECTRIC COMPANY
Savings Investment Plan
Report, Financial Statements and
Additional Information
December 31, 1995
<PAGE> 4
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
INDEX TO REPORT, FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
Page
Report of Independent Accountants 1
Statement of Net Assets Available for
Benefits with Fund Information at
December 31, 1995 and 1994 2-3
Statement of Changes in Net Assets Available
for Benefits with Fund Information for
the year ended December 31, 1995 4
Notes to Financial Statements 5-12
Additional Information*:
Item 27a Form 5500- Schedule of Assets Held for
Investment Purposes at December 31, 1995 Schedule I
Item 27d Form 5500 - Schedule of Reportable
Transactions for the year ended
December 31, 1995 Schedule II
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
<PAGE> 5
[PRICE WATERHOUSE LLP LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
June 14, 1996
To the Board of Directors of
Union Electric Company and the
Participants of the Union Electric
Company Savings Investment Plan
In our opinion, the accompanying statements of net assets available for
benefits with fund information and the related statement of changes in net
assets available for benefits with fund information present fairly, in all
material respects, the net assets available for benefits of the Union Electric
Company Savings Investment Plan at December 31, 1995 and 1994, and the changes
in net assets available for benefits for the year ended December 31, 1995, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan'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.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. Schedules I and II and the Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
PRICE WATERHOUSE LLP
<PAGE> 6
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
PAGE 2
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STABLE
UE COMMON AGGRESSIVE CONSERVATIVE INTEREST INTERNATIONAL
STOCK EQUITY EQUITY BALANCED BOND INCOME EQUITY
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Union Electric Common Stock $201,414,815 $ - $ - $ - $ - $ - $ -
Mutual Fund Investments 65,502,348 45,475,071 34,148,938 1,965,348
Collective Fund Investments 89,459 33 15 10 34,147,890
Insurance Company Contracts 16,012,234
Participant loans receivable - - - - - -
------------ ------------ ----------- ----------- ----- ----------- ----------
Total investments 201,504,274 65,502,381 45,475,086 34,148,948 50,160,124 1,965,350
Dividends and interest receivable 256 214,794
Contributions receivable:
Participant 52,356 131,652 70,582 51,025 68,566 6,430
Employer 264,774 104,945 56,601 41,669 - 58,792 4,792
------------ ------------ ----------- ----------- ----- ----------- ----------
Total assets 201,821,660 65,738,978 45,602,269 34,241,642 - 50,502,276 1,976,572
------------ ------------ ----------- ----------- ----- ----------- ----------
Liabilities:
Transfers due to (from) other
funds 420,110 302,315 (150,710) (281,226) 50,275 (340,764)
Due to broker for securities
purchased 86,952 - - - - -
------------ ------------ ----------- ----------- ----- ----------- ----------
Total liabilities 507,062 302,315 (150,710) (281,226) - 50,275 (340,764)
------------ ------------ ----------- ----------- ----- ----------- ----------
Net assets available for benefits $201,314,598 $65,436,663 $45,752,979 $34,522,868 $ - $50,452,001 $2,317,336
============ =========== =========== =========== ======= =========== ==========
<CAPTION>
LOAN
FUND TOTAL
<S> <C> <C>
Assets:
Investments:
Union Electric Common Stock $ - $201,414,815
Mutual Fund Investments 147,091,705
Collective Fund Investments 34,237,409
Insurance Company Contracts 16,012,234
Participant loans receivable 7,336,246 7,336,246
----------- ------------
Total investments 7,336,246 406,092,409
Dividends and interest receivable 215,050
Contributions receivable:
Participant 380,611
Employer - 531,573
----------- ------------
Total assets 7, 336,246 407,219,643
----------- ------------
Liabilities:
Transfers due to (from) other
funds
Due to broker for securities
purchased - 86,952
----------- ------------
Total liabilities - 86,952
----------- ------------
Net assets available for benefits $ 7,336,246 $407,132,691
=========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 7
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
PAGE 3
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STABLE
UE COMMON AGGRESSIVE CONSERVATIVE INTEREST
STOCK EQUITY EQUITY BALANCED BOND INCOME LOAN
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Union Electric Common Stock $170,997,315 $ - $ - $ - $ - $ - $ -
Mutual Fund Investments 48,181,633 28,395,358 22,148,552 9,891,777
Collective Fund Investments 71,998 175 101 83 42 18,433,710
Insurance Company Contracts 20,956,014
Participant loans receivable - - - - - - 7,262,061
------------ ---------- ----------- ----------- ---------- ----------- ---------
Total investments 171,069,313 48,181,808 28,395,459 22,148,635 9,891,819 39,389,724 7,262,061
Dividends and interest receivable 1,485 294 169 133 67 96,672
Contributions receivable:
Participant 119,412 314,046 151,449 112,682 43,289 140,276
Employer 96,330 42,032 20,809 16,059 6,898 20,512 -
------------ ---------- ----------- ----------- ---------- ----------- ---------
Total assets 171,286,540 48,538,180 28,567,886 22,277,509 9,942,073 39,647,184 7,262,061
------------ ---------- ----------- ----------- ---------- ----------- ---------
Liabilities:
Transfers due to (from) other funds 12,168 (45,718) (24,481) 221,171 342,791 (505,931)
Due to broker for securities purchased 68,285 - - - - 194,581 -
------------ ---------- ----------- ----------- ---------- ---------- ---------
Total liabilities 80,453 (45,718) (24,481) 221,171 342,791 (311,350) -
------------ ----------- ----------- ----------- ---------- ----------- ---------
Net assets available for benefits $171,206,087 $48,583,898 $28,592,367 $22,056,338 $9,599,282 $39,958,534 $7,262,061
============ =========== =========== =========== ========== =========== ==========
<CAPTION>
TOTAL
<S> <C>
Assets:
Investments:
Union Electric Common Stock $170,997,315
Mutual Fund Investments 108,617,320
Collective Fund Investments 18,506,109
Insurance Company Contracts 20,956,014
Participant loans receivable 7,262,061
------------
Total investments 326,338, 819
Dividends and interest receivable 98,820
Contributions receivable:
Participant 881,154
Employer 202,640
------------
Total assets 327,521,433
------------
Liabilities:
Transfers due to (from) other funds
Due to broker for securities purchas 262,866
------------
Total liabilities 262,866
------------
Net assets available for benefits $327,258,567
============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 8
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
PAGE 4
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UE COMMON AGGRESSIVE CONSERVATIVE
STOCK EQUITY EQUITY BALANCED BOND
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participant $ 3,028,221 $ 7,609,228 $ 3,860,743 $ 2,835,312 $ 230,756
Employer 2,600,731 1,030,375 533,805 397,776 21,546
------------- ------------ ----------- ------------ -----------
5,628,952 8,639,603 4,394,548 3,233,088 252,302
Investment income:
Interest 7,986 942 567 451 117
Dividends 11,765,430 5,168,064 2,881,210 2,332,702 235,048
Net appreciation (depreciation)
of investments 30,820,646 5,530,151 8,316,217 5,907,057 367,581
Other - - - - -
------------- ------------ ----------- ------------ -----------
42,594,062 10,699,157 11,197,994 8,240,210 602,746
Total additions ------------- ------------ ----------- ------------ -----------
48,223,014 19,338,760 15,592,542 11,473,298 855,048
------------- ------------ ----------- ------------ -----------
Deductions from net assets
attributed to:
Distributions 17,194,708 860,327 734,135 882,663 298,395
Administrative expenses 16,056 24,363 15,193 11,573 (12,400)
Other deductions
Interfund transfers 903,739 1,601,305 (2,317,398) (1,887,468 10,168,335
------------- ------------ ----------- ------------ -----------
Total deductions 18,114,503 2,485,995 (1,568,070) (993,232) 10,454,330
Increase (decrease) in net assets
available for benefits 30,108,511 16,852,765 17,160,612 12,466,530 (9,599,282)
Net assets available for benefits,
beginning of year 171,206,087 48,583,898 28,592,367 22,056,338 9,599,282
------------- ------------ ----------- ------------ -----------
Net assets available for benefits,
end of year $ 201,314,598 $ 65,436,663 $ 45,752,979 $ 34,522,868 $ -
============= ============ ============ ============ ===========
STABLE
INTEREST INTERNATIONAL
INCOME EQUITY LOAN
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Participant $ 4,070,716 $ 199,881 $ - $ 21,834,857
Employer 4,664,429 227,856 - 27,040,778
------------ ----------- -------- ------------
Investment income:
Interest 393,342 3 574,973 978,381
Dividends 2,441,405 58,894 24,882,753
Net appreciation (depreciation)
of investments 504 34,657 50,976,813
Other 27,444 - - 27,444
------------ ----------- -------- -------------
2,862,695 93,554 574,973 76,865,391
------------ ----------- -------- -------------
Total additions 7,527,124 321,410 574,973 103,906,169
------------ ----------- -------- -------------
Deductions from net assets
attributed to:
Distributions 3,367,816 17,097 23,355,141
Administrative expenses 117,437 268 172,490
Other deductions 504,414 504,414
Interfund transfers (6,451,596) (2,013,291) (3,626) -
------------ ----------- -------- ------------
Total deductions (2,966,343) (1,995,926) 500,788 24,032,045
------------ ----------- -------- ------------
Increase (decrease) in net assets
available for benefits 10,493,467 2,317,336 74,185 79,874,124
Net assets available for benefits,
beginning of year 39,958,534 - 7,262,061 327,258,567
------------ ----------- ---------- ------------
Net assets available for benefits,
end of year $ 50,452,001 $ 2,317,336 $7,336,246 $407,132,691
============ =========== ========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 9
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 5
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The following is a brief summary of the various provisions of the Union
Electric Company (Company) Savings Investment Plan (Plan). Participants
should refer to the Plan document for more complete information.
The Plan's purpose is to provide management and contract employees of the
Company the option to defer a portion of their annual base compensation
for Federal income tax purposes in accordance with Section 401(k) of the
Internal Revenue Code (Code). The Plan is subject to certain provisions
of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended, and to certain provisions of the Securities Exchange Commission.
The current Plan constitutes the merger of three former Company plans, the
Savings Investment Plan for Management Employees, the Savings Investment
Plan for Contract Employees, and the Employee Stock Ownership Plan.
The Company serves as sponsor of the Plan, and, consequently, has the
authority to amend or terminate the Plan subject to certain restrictions.
The Board of Directors of the Company has the authority and responsibility
for the general administration of the Plan. Boatmen's Trust Company, as
Trustee, has the authority and responsibility to hold and protect the
assets of the Plan in accordance with Plan provisions and the separate
Trust Agreement.
PARTICIPATION
The Plan covers substantially all employees of Union Electric Company who
have completed one year of service and who are at least 21 years of age.
Each person who becomes an eligible employee may become a participant in
the Plan as of the first enrollment date (January 1 or July 1) after
becoming an eligible employee. The total number of active participants in
the Plan at December 31, 1995 was approximately 7,420. Participation by
eligible employees is voluntary.
CONTRIBUTIONS
Participants may contribute from 1% to 15% of their base compensation to
the Plan through payroll deductions (basic contributions). For management
employees, the Company makes a matching contribution equal to $.25 for
each $1.00 up to the first 6% of each participant's contribution (basic
matching contribution). Additionally, the Company will contribute an
additional $.25 for each $1.00 up to the first 6% of a participant's
contribution (additional matching contribution) to be invested entirely in
the Union Electric Common Stock Fund. For contract employees, Company
contributions are made based on specific agreements between the Company
and the individual collective bargaining units. All Company contributions
are made to the extent sufficient earnings are available.
<PAGE> 10
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 6
- --------------------------------------------------------------------------------
The following six investment funds are maintained by the Trustee: the
Union Electric Common Stock Fund, the Aggressive Equity Fund, the
Conservative Equity Fund, the Balanced Fund, the Stable Interest Income
Fund and the International Equity Fund. Additionally, the Bond Fund was
available for investment purposes until March 31, 1995. Participants
direct their basic contributions and the Company's basic matching
contributions by electing that such contributions be placed in a single
investment fund or allocated in increments of 1% to any combination of
investment funds. Such fund allocation elections may be changed monthly.
Earnings derived from the assets of any investment fund are reinvested in
the fund to which they relate. Participants may elect monthly to
reallocate all or in 1% increments of the value of their accounts between
funds. Pending investment of the assets into any investment fund, the
Trustee may temporarily make certain short-term investments.
INVESTMENT OPTIONS
Union Electric Common Stock Fund - This fund consists of common shares of
Union Electric Company and short-term liquid investments necessary to
satisfy the fund's cash need for transfers and payments.
Aggressive Equity Fund - Funds are invested in the Acorn Fund, a public
mutual fund with the objective to obtain long-term capital growth by
investing in smaller companies not widely recognized by investment
analysts.
Conservative Equity Fund - Funds are invested in the Putnam Fund for
Growth and Income. The objective of this public mutual fund is to seek
current income and capital growth primarily through a well-diversified
portfolio of income-producing stocks.
Balanced Fund - Funds are invested in the Vanguard Asset Allocation Fund.
This public mutual fund's objective is to maximize total return by
investing in a Standard & Poor's 500 common stock portfolio, a long-term
U.S. treasury bond portfolio and cash reserves in proportions consistent
with their expected returns and risks as evaluated by the Fund's
investment advisor.
Stable Interest Income Fund - Funds are invested in a separate account
solely for the Union Electric Company Savings Investment Plan and managed
by T. Rowe Price Stable Asset Management, Inc. The objective is to
provide principal stability while generating yields in excess of money
market funds yet remaining highly sensitive to changes in market interest
rates.
International Equity Fund - Funds are invested in the mutual fund, T.
Rowe Price International Stock Fund, a public mutual fund with the
objective to provide capital appreciation through investments in
well-established companies based outside the United States.
<PAGE> 11
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 7
- --------------------------------------------------------------------------------
VESTING
Participants' contributions vest immediately, and Company contributions
vest upon the completion of five years of Company service by the
participant (including service prior to the effective date of the Plan).
Company contributions also vest upon retirement, total and permanent
disability, death, termination of the Plan or complete discontinuance of
Company contributions regardless of years of service. The amount of the
Company's contribution that is not vested with respect to any participant
is forfeited upon termination of employment but will be restored if the
participant becomes an eligible employee prior to incurring five
consecutive one-year breaks in service following termination and repayment
of all amounts distributed is made by the participant within five years of
re-employment. Forfeitures during the year ended December 31, 1995
approximated $2,000, with no amounts restored during the year.
DISTRIBUTIONS
The total vested amount of a participant's account shall be distributed to
the participant according to one of the options as described in the Plan
and as elected by the participant. A participant whose account balance is
$3,500 or greater may defer the distribution until age 65, or if retired,
5 years from retirement, whichever is later, but not beyond April 1 of the
year following the participant's attaining age 70 1/2. If the balance of
the account is less than $3,500, the distribution shall be made no later
than 120 days after close of the plan year. All distributions shall be in
the form of cash and whole shares of Union Electric Company common stock,
if applicable. Participants may withdraw certain basic contributions and
related earnings thereon upon reaching age 59 1/2, in the event of total
disability or financial hardship as defined by the Plan or the Code. For
purposes of distributions, the participant's account value will be
determined as of the last business day of the calendar month coincident
with or immediately preceding the day of distribution. Contributions to
the Plan and investment income thereon are taxable to participants upon
distribution pursuant to the rules provided for under the Plan and the
Code.
The Plan also provides, to participants of the former Company Employee
Stock Ownership Plan and at the discretion of the Company, for
distribution prior to termination of employment of (a) all or a portion of
a participant's account balance acquired at least 84 months prior to a
distribution and (b) any portion of a participant's account balance
acquired by dividends or other income.
PARTICIPANT LOANS
The Plan permits participants to borrow from their 401(k) accounts within
the Plan. Such borrowings may be made subject to the following: (1) the
minimum amount of the loan is $1,000, (2) the amount of the loan may not
exceed the lesser of $50,000 or fifty percent of the vested amount in the
participant's account, (3) the loan will bear a fixed interest rate and
repayments will be made through mutual agreement subject to certain
statutory repayment time limits, (4) the fixed interest rate will be equal
to the "corporate base rate of interest" as announced by the Trustee plus
1%, and (5) such other rules and regulations as may be adopted by the
Company. At December 31, 1995 and 1994, the interest rates on participant
<PAGE> 12
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 8
- --------------------------------------------------------------------------------
loans ranged from 7% to 11.5% and 7% to 9.5% respectively. The loan
maturity dates ranged from January 1996 through December 2004 at December
31, 1995 and January 1995 through December 2003 at December 31, 1994.
PLAN TERMINATION
The Company intends to continue the Plan indefinitely. However, the
Company may at any time and for any reason, subject to ERISA and Internal
Revenue Service regulations, suspend or terminate the Plan provided that
such action does not retroactively adversely affect the rights of any
participant under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Union Electric Company
Savings Investment Plan are prepared on the accrual basis of accounting.
INVESTMENTS
Investments, except guaranteed investment contracts, are stated at current
market value based on the latest quoted market price at December 31, 1995
and 1994, respectively, or at fair value as determined by the Trustee.
Guaranteed investment contracts are valued at contract value which
approximates fair value at December 31, 1995 and 1994.
INCOME
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Gains and losses on security transactions are recorded as realized. Net
unrealized appreciation or depreciation for the year is reflected on the
Statement of Changes in Net Assets Available for Benefits with Fund
Information.
EXPENSES
Trustee fees incurred in administering the Plan are charged to the Plan.
BENEFIT PAYMENTS
Benefit payments are recorded when paid.
RECLASSIFICATION
Certain reclassifications have been made to the prior year financial
statement amounts to conform to the presentation used in the current year.
<PAGE> 13
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 9
- --------------------------------------------------------------------------------
3. INVESTMENTS
The following table presents investments of the Plan. Investments that
represent five percent or more of the Plan's net assets available for
benefits at December 31, 1995 and 1994 are separately identified.
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common Stock:
Union Electric Company, $5 par value $201,414,815 $170,997,315
Managed International Equity Funds:
Acorn Fund 65,502,348 48,181,633
Managed Equity Funds:
Putnam Fund for Growth and Income 45,475,071 28,395,358
Vanguard Asset Allocation Fund 34,148,938 22,148,552
T. Rowe Price Trust International Stock Fund 1,965,348 9,891,777
INVESTMENTS AT ESTIMATED FAIR VALUE
Boatmen's Employee Benefit Short-Term Fund 4,760,614 4,281,044
T. Rowe Price Stable Value Common Trust Fund 29,476,795 14,225,065
Participant Loans 7,336,246 7,262,061
INVESTMENTS AT CONTRACT VALUE
Insurance Company Contracts 16,012,234 20,956,014
------------- ------------
$ 406,092,409 $326,338,819
</TABLE> ============= ============
<PAGE> 14
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 10
- --------------------------------------------------------------------------------
During 1995 the Plan's investments (including investments bought, sold,
and held during the year) appreciated (depreciated) in value as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
<S> <C>
INVESTMENTS AT FAIR VALUE AS
DETERMINED BY MARKET PRICE
Mutual Fund Investments $20,155,663
Union Electric Common Stock 30,820,646
-----------
Net change in fair value 50,976,309
INVESTMENTS AT ESTIMATED FAIR VALUE
Collective Fund Investments 504
-----------
Net change in fair value $50,976,813
===========
</TABLE>
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1995, the Plan held 4,824,307 shares of Union Electric
Company common stock with a cost and market value of $121,701,339 and
$201,444,815, respectively. During 1995, the Plan purchased 485,700
shares at a cost of $18,327,440 and sold 38,960 shares valued at
$1,487,992, resulting in a net realized gain of $106,946. The Plan also
distributed 456,271 shares valued at $17,174,308 to persons withdrawing
from the Plan.
At December 31, 1994, the Plan held 4,833,846 shares of Union Electric
Company common stock with a cost and market value of $115,954,515 and
$170,997,315, respectively. During 1994, the Plan purchased 496,904
shares at a cost of $17,231,123 and sold 35,469 shares valued at
$1,251,839, resulting in a net realized loss of $134,363. The Plan also
distributed 460,682 shares valued at $16,248,110 to persons withdrawing
from the Plan.
The Plan held 4,760,614 shares of Boatmen's Trust Company Employee Benefit
Short-Term Fund at December 31, 1995. The book value for these shares,
which approximates market, was $4,760,614 at December 31, 1995. During
plan year 1995, the Plan purchased 16,689,956 shares at a cost of
$16,689,956 and sold 16,297,377 shares valued at $16,297,377.
The Plan held 4,281,044 shares of Boatmen's Trust Company Employee Benefit
Short-Term Fund at December 31, 1994. The book value for these shares,
which approximates market, was $4,281,044 at December 31, 1994. During
plan year 1994, the Plan purchased 23,589,744 shares at a cost of
$23,589,744 and sold 25,728,188 shares valued at $25,728,188.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
<PAGE> 15
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 11
- --------------------------------------------------------------------------------
5. BENEFIT PAYMENT OBLIGATIONS
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S> <C> <C>
Net assets available for benefits per the
financial statements $407,132,691 $327,258,567
Amounts allocated to withdrawing
participants (3,972,767) (2,016,317)
------------ ------------
Net assets available for benefits per the
Form 5500 $403,159,924 $325,242,250
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995 1994
<S> <C> <C>
Benefits paid to participants per the financial
statements $23,355,141 $22,344,247
Add: Amounts allocated to withdrawing
participants during the current year 3,972,767 2,016,317
Less: Amounts allocated to withdrawing
participants during the prior year (2,016,317) (2,036,700)
----------- ----------
Benefits paid to participants per the Form 5500 $25,311,591 $22,323,864
=========== ===========
</TABLE>
6. DISTRIBUTIONS
The cost of Union Electric Company common stock distributed to
participants is determined on a weighted average basis. For the year
ended December 31, 1995, 456,271 shares of Union Electric Company common
stock whose cost and market values totaled $11,191,615 and $17,174,308 at
the dates of distribution, respectively, were distributed to participants
of the Union Electric Common Stock Fund.
For the year ended December 31, 1994, 460,682 shares of Union Electric
Company common stock whose cost and market values totaled $10,745,843 and
$16,248,110 at the dates of
<PAGE> 16
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 12
- --------------------------------------------------------------------------------
distribution, respectively, were distributed to participants of the
Union Electric Common Stock Fund.
7. FEDERAL INCOME TAX STATUS
A favorable determination letter with respect to the qualified tax status
of the Plan has been obtained from the District Director of the Internal
Revenue Service. Participants' basic contributions, Company matching
contributions and earnings of Plan investments are not subject to federal
income tax until distributed from the Plan. Supplemental contributions are
made from a participant's after-tax compensation. Earnings related to
these supplemental contributions are not, however, subject to federal
income tax as long as they remain in the Plan.
8. PLAN AMENDMENTS
Effective January 1, 1995, the Plan was amended to provide for a
Company matching contribution of $.50 ($.25 basic match and $.25
additional match) for each $1.00 up to the first 6% of each management
participant's contributions. The Company previously provided the matching
contribution up to the first 5% of each management participant's
contributions. Effective February 1, 1995, the Plan was amended to allow
participants to contribute from 1% to 15% of their base compensation to
the Plan. Previously, contributions from 2% to 15% were allowed.
Effective March 31, 1995, the Bond Fund was eliminated as an investment
option. Any investments remaining in the Bond Fund as of that date were
transferred to the Stable Interest Income Fund. On May 1, 1995 the
International Equity Fund was established to provide an additional option
in place of the Bond Fund.
<PAGE> 17
UNION ELECTRIC COMPANY SCHEDULE I
SAVINGS INVESTMENT PLAN
ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1995
IDENTITY OF ISSUE/DESCRIPTION NUMBER OF
OF INVESTMENT SHARES/UNITS COST FAIR VALUE
<S> <C> <C> <C>
MUTUAL FUNDS
Acorn Fund 4,816,349 $55,367,257 $65,502,348
T. Rowe Price International
Stock Fund 160,699 1,931,437 1,965,348
Putnam Fund for Growth
and Income 2,808,837 37,339,135 45,475,071
Vanguard Asset Allocation Fund 2,002,870 27,725,258 34,148,938
------------ ------------
122,363,087 147,091,705
INVESTMENT CONTRACTS
Commonwealth Life Insurance GIC 3,995,953 3,995,953 3,995,954
Protective Life Insurance GIC 1,286,599 1,286,599 1,286,599
Business Men's Assurance GIC 2,558,458 2,558,458 2,558,458
Sun Life Insurance GIC 2,527,883 2,527,883 2,527,883
New York Life Insurance GIC 2,643,460 2,643,460 2,643,460
Hartford Life Insurance GIC 2,981,283 2,981,283 2,981,283
Collective Investment G-II Fund 169 16,947 18,597
------------ ------------
16,010,583 16,012,234
COLLECTIVE INVESTMENT TRUST FUNDS
*Boatmen's Employee Benefit
Short-Term Fund 4,760,614 4,760,614 4,760,614
T Rowe Price Stable Value
Common Trust Fund 29,476,795 29,476,795 29,476,795
COMMON STOCK
*Union Electric Company, $5 par 4,824,307 121,701,339 201,414,815
PARTICIPANT LOANS
**Loans to Participants 7,336,246 7,336,246 7,336,246
------------ ------------
$301,648,664 $406,092,409
============ ============
</TABLE>
* Represents a Plan party-in-interest
** Interest rates vary from 7% to 11.5% and loan
maturity dates extend from January 1996
through December 2004
<PAGE> 18
UNION ELECTRIC COMPANY SCHEDULE II
SAVINGS INVESTMENT PLAN
ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF PARTY/ NUMBER OF NUMBER OF PURCHASE SELLING NET
DESCRIPTION OF INVESTMENT PURCHASES SALES PRICE PRICE GAIN/(LOSS)
<S> <C> <C> <C> <C> <C>
Boatmen's Employee Benefit Short-Term Fund 272 167 $16,689,956 $16,297,377 $ -
Union Electric Company common stock, $5 par value 80 19 18,327,440 1,487,992 106,946
Acorn Fund 81 21 15,056,483 3,265,919 283,563
T. Rowe Price Stable Value Common Trust Fund 21 7 17,457,318 2,205,588 -
</TABLE>
* Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets as of December 31, 1994 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
<PAGE> 19
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
UNION ELECTRIC COMPANY
(Administrator)
By /s/ Jean M. Hannis
-------------------------
Jean M. Hannis
Vice President
June 28, 1996
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
23 Consent of Independent Accountants
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-60330) of Union Electric Company of our report
dated June 14, 1996 on the Union Electric Company Savings Investment Plan for
the year ended December 31, 1995, which is incorporated by reference in this
Form 11-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
One Boatmen's Plaza
St. Louis, Missouri
June 28, 1996
