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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 11, 2001
UNION ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Missouri 1-2967 43-0559760
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Reference is made to Management's Discussion and Analysis of Financial Condition
and Results of Operations under the caption "Midwest ISO" and to Note 8 of the
Notes to Financial Statements in the Registrant's Form 10-Q for the quarterly
period ended September 30, 2000, for a discussion of the Registrant's intention
to withdraw from the Midwest Independent System Operator (MISO) and to become a
member of the Alliance Regional Transmission Organization (Alliance RTO).
In the fourth quarter of 2000, the Registrant recorded a $17 million
nonrecurring charge ($10 million after income taxes), as a result of its
decision to withdraw from the MISO. This charge relates to the Registrant's
estimated obligation under the MISO agreement for costs incurred by the MISO.
On January 11,2001, the Registrant signed an agreement to join the Alliance RTO.
Regional transmission organizations, including independent system operators, are
entities that ensure comparable and non-discriminatory access to regional
electric transmission systems. Following the announcements of Illinois Power and
Commonwealth Edison of their intent to withdraw from the MISO and join the
Alliance RTO, the Registrant determined that the operational configuration of
the MISO was unacceptable and announced its withdrawal in November 2000. The
Registrant decided to withdraw to ensure the continued reliable and efficient
operation of the Registrant's transmission system. The Registrant's withdrawal
from the MISO and its membership in the Alliance RTO are subject to regulatory
approvals.
SAFE HARBOR STATEMENT
The foregoing estimates of the Registrant's obligation under the MISO agreement
for costs incurred by the MISO are "forward-looking" statements within the
meaning of the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks and uncertainties that could
cause actual results to differ materially from those discussed herein. The
following factors could cause results to differ materially from management
expectations as suggested by such forward-looking statements: the effects of
regulatory actions, including changes in regulatory policy; changes in laws and
other governmental actions; business and economic conditions; and legal and
administrative proceedings.
SIGNATURE
Pursuant to the requirements 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)
By /s/ Warner L. Baxter
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Warner L. Baxter
Vice President and Controller
(Principal Accounting Officer)
Date: January 12, 2001
