-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Az4hCg3Q/krexGHrcrBp/VAZGu9RCVBQJae9iIOI2eMtEUwxlVviBLMaF83HQPBn gLU/io+za9R43eQhDHXTXw== 0000950131-94-001044.txt : 19940702 0000950131-94-001044.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950131-94-001044 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 94536163 BUSINESS ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 11-K 1 FORM 11-K 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, 1993 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) (PRICE WATERHOUSE FINANCIAL REPORT) [LOGO OF PRICE WATERHOUSE] UNION ELECTRIC COMPANY Savings Investment Plan Report and Financial Statements December 31, 1993 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN INDEX TO REPORT AND FINANCIAL STATEMENTS - - - --------------------------------------------------------------------------
PAGE Report of Independent Accountants 1 Statement of Net Assets Available for Plan Benefits at December 31, 1993 and 1992 2-3 Statement of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1993 and 1992 4-5 Notes to Financial Statements 6-10
Supplemental Information: Schedule of Investments at December 31, 1993 and 1992 Schedule I Schedule of Realized Gains for the years ended December 31, 1993 and 1992 Schedule II Schedule of Transactions with Parties-in-Interest for the year ended December 31, 1993 Schedule III Schedule of Transactions Involving an Amount in Excess of 5% of the Current Value of Plan Assets (Reportable Transactions) for the year ended December 31, 1993 Schedule IV Note: - Schedules not included with this financial data have been omitted because they are not applicable or the required information is included in the Financial Statements or accompanying Notes. Price Waterhouse [LOGO OF PRICE WATERHOUSE] June 7, 1994 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 plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Union Electric Company Savings Investment Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for each of the two years in the period ended December 31, 1993, 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. As discussed in Note 4 to the financial statements, in 1993 Union Electric Company merged the net assets of the Union Electric Company Savings Investment Plan for Contract Employees and Union Electric Company Employee Stock Ownership Plan into the Union Electric Company Savings Investment Plan for Management Employees. The merged plan was renamed the Union Electric Company Savings Investment Plan. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I through IV 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. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. [SIGNATURE OF PRICE WATERHOUSE LOGO] UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993 PAGE 2
- - - ------------------------------------------------------------------------------------------------------------------------------------ STABLE UE COMMON AGGRESSIVE CONSERVATIVE INTEREST STOCK EQUITY EQUITY BALANCED BOND INCOME FUND FUND FUND FUND FUND FUND TOTAL Assets: Investments: Boatmen's Employee Benefit Short-Term Fund $ 65,976 $ 141 $ 90 $ 75 $ 47 $ 6,353,159 $ 6,419,488 Union Electric Common Stock 189,698,914 189,698,914 Mutual and Collective Fund Investments 40,995,302 25,557,052 21,192,896 12,975,077 2,552,534 103,272,861 Insurance Company Contracts 27,097,769 27,097,769 Dividends and interest receivable 1,023 86 59 46 32 18,825 20,071 Contributions receivable: Employee 129,927 251,386 141,525 116,808 64,719 132,658 837,023 Employer 80,336 29,426 17,953 15,193 8,830 18,275 170,013 Loans receivable 534,905 1,146,076 750,767 610,632 566,886 2,317,629 5,926,895 ------------ ------------ ----------- ----------- ----------- ----------- ------------ Total assets 190,511,081 42,422,417 26,467,446 21,935,650 13,615,591 38,490,849 333,443,034 ------------ ------------ ----------- ----------- ----------- ----------- ------------ Liabilities: Transfers due to (from) other funds 11,498 (1,003,738) 190,834 98,758 265,588 437,060 0 Other liabilities 63,624 1,568 65,192 ------------ ------------ ----------- ----------- ----------- ----------- ------------ Total liabilities 75,122 (1,003,738) 190,834 98,758 265,588 438,628 65,192 ------------ ------------ ----------- ----------- ----------- ----------- ------------ Net assets available for plan benefits $190,435,959 $ 43,426,155 $26,276,612 $21,836,892 $13,350,003 $38,052,221 $333,377,842 ============ ============ =========== =========== =========== =========== ============
See accompanying Notes to Financial Statements. UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1992 PAGE 3
- - - ------------------------------------------------------------------------------------------------------------------------------- UE COMMON AGGRESSIVE CONSERVATIVE STABLE STOCK EQUITY EQUITY BALANCED BOND INTEREST INCOME FUND FUND FUND FUND FUND FUND TOTAL Assets: Investments: Boatmen's Employee Benefit Short-Term Fund $ 91,767 $ 72 $ 54 $ 48 $ 27 $ 3,675,702 $ 3,767,670 Union Electric Common Stock 10,798,847 10,798,847 Mutual and Collective Fund Investments 14,794,814 12,259,458 10,164,726 6,683,299 3,235,837 47,138,134 Insurance Company Contracts 13,694,144 13,694,144 Dividends and interest receivable 158,876 152 114 101 57 11,995 171,295 Contributions receivable: Employee 29,479 66,039 53,056 44,043 26,990 66,016 285,623 Employer 57,370 11,111 8,941 7,492 4,621 10,995 100,530 Loans receivable 188,154 596,702 400,355 375,760 262,512 992,071 2,815,554 ----------- ----------- ------------ ----------- ---------- ----------- ----------- Total assets 11,324,493 15,468,890 12,721,978 10,592,170 6,977,506 21,686,760 78,771,797 ----------- ----------- ------------ ----------- ---------- ----------- ----------- Liabilities: Transfers due to (from) other funds 121,722 (397,713) (94,714) (119,425) (29,114) 519,244 0 Other liabilities 194,182 12,716 17,094 9,577 181 53,612 287,362 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Total liabilities 315,904 (384,997) (77,620) (109,848) (28,933) 572,856 287,362 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Net assets available for plan benefits $11,008,589 $15,853,887 $12,799,598 $10,702,018 $7,006,439 $21,113,904 $78,484,435 =========== =========== =========== =========== ========== =========== ===========
See accompanying Notes to Financial Statements. UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 PAGE 4
- - - ------------------------------------------------------------------------------------------------------------------------------------ STABLE UE COMMON AGGRESSIVE CONSERVATIVE INTEREST STOCK EQUITY EQUITY BALANCED BOND INCOME FUND FUND FUND FUND FUND FUND TOTAL Source of assets: Contributions: Employee $ 2,683,244 $ 4,922,873 $ 3,078,232 $ 2,518,440 $ 1,442,382 $ 3,448,147 $ 18,093,318 Employer 1,818,184 568,967 384,951 316,534 187,679 417,653 3,693,968 Transfers from contract plan 28 3,060 3,097 80 878 2,931,906 2,939,049 ------------ ----------- ---------- ----------- ----------- ----------- ------------ 4,501,456 5,494,900 3,466,280 2,835,054 1,630,939 6,797,706 24,726,335 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Investment income: Interest 8,526 2,727 2,012 1,758 1,093 220,266 236,382 Dividends 8,648,782 1,803,874 1,761,442 1,371,103 870,616 1,424,448 15,880,265 Unrealized appreciation/(depreciation) of investments 78,045,895 8,381,689 1,369,814 1,321,550 488,461 (171,297) 89,436,112 Net realized gain 7,696,490 257,025 108,150 139,468 72,139 927,658 9,200,930 ------------ ----------- ---------- ----------- ----------- ----------- ------------ 94,399,693 10,445,315 3,241,418 2,833,879 1,432,309 2,401,075 114,753,689 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Loan interest payments 46,500 102,999 62,934 52,107 33,594 66,454 364,588 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Total sources 98,947,649 16,043,214 6,770,632 5,721,040 3,096,842 9,265,235 139,844,612 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Application of assets: Distributions 16,715,924 530,918 650,424 508,516 379,856 1,644,971 20,430,609 Withdrawals 6,692 5,494 19,764 4,083 2,064 10,191 48,288 Administrative expenses 13,464 13,252 9,647 7,954 5,210 71,199 120,726 Net loan activity with participants 152,429 253,165 106,356 102,316 90,337 365,632 1,070,235 Interfund transfers (639,811) (4,378,970) (258,061) (340,045) 1,050,913 4,565,974 0 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Total applications 16,248,698 (3,576,141) 528,130 282,824 1,528,380 6,657,967 21,669,858 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Increase in net assets available for plan benefits 82,698,951 19,619,355 6,242,502 5,438,216 1,568,462 2,607,268 118,174,754 Transfer from Savings Investment Plan for Contract Employees 7,607,676 7,952,913 7,234,512 5,696,658 4,775,102 14,331,049 47,597,910 Transfer from Employee Stock Ownership Plan 89,120,743 89,120,743 Balance at beginning of year 11,008,589 15,853,887 12,799,598 10,702,018 7,006,439 21,113,904 78,484,435 ------------ ----------- ---------- ----------- ----------- ----------- ------------ Balance at end of year $190,435,959 $43,426,155 $26,276,612 $21,836,892 $13,350,003 $38,052,221 $333,377,842 ============ =========== =========== =========== =========== =========== ============
See accompanying Notes to Financial Statements. UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992 PAGE 5
- - - ------------------------------------------------------------------------------------------------------------------------------- STABLE UE COMMON AGGRESSIVE CONSERVATIVE INTEREST STOCK EQUITY EQUITY BALANCED BOND INCOME FUND FUND FUND FUND FUND FUND TOTAL Source of assets: Contributions: Employee $ 962,799 $ 1,763,015 $ 1,378,476 $ 1,183,450 $ 812,271 $ 1,915,365 $ 8,015,376 Employer 1,257,332 247,538 204,363 168,976 105,349 288,898 2,272,456 Transfers from contract plan 175 41,852 30,222 30,961 27,181 111,279 241,670 ----------- ----------- ----------- ----------- ---------- ----------- ----------- 2,220,306 2,052,405 1,613,061 1,383,387 944,801 2,315,542 10,529,502 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Investment income: Interest 161,748 828 647 538 331 948,618 1,112,710 Dividends 409,772 610,262 847,397 532,608 511,166 67,761 2,978,966 Unrealized appreciation/(depreciation) of investments (207,215) 2,010,034 342,871 128,530 22,862 (278,187) 2,018,895 Net realized gain 92,168 128,073 25,588 43,630 12,389 617,296 919,144 ----------- ----------- ----------- ----------- ---------- ----------- ----------- 456,473 2,749,197 1,216,503 705,306 546,748 1,355,488 7,029,715 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Loan interest payments 23,327 54,911 34,265 28,964 19,468 48,789 209,724 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Total sources 2,700,106 4,856,513 2,863,829 2,117,657 1,511,017 3,719,819 17,768,941 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Application of assets: Distributions 285,734 341,698 414,571 337,106 237,825 1,524,336 3,141,270 Withdrawals 41,323 720 758 81,375 45,350 169,526 Administrative expenses 5,003 6,620 6,084 5,011 3,340 48,299 74,357 Net loan activity with participants 100,368 211,059 117,210 152,820 99,977 216,795 898,229 Interfund transfers (492,931) (791,871) (375,753) (765,093) (288,876) 2,714,524 0 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Total applications (60,503) (232,494) 162,832 (269,398) 133,641 4,549,304 4,283,382 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Increase/(decrease) in net assets available for plan benefits 2,760,609 5,089,007 2,700,997 2,387,055 1,377,376 (829,485) 13,485,559 Balance at beginning of year 8,247,980 10,764,880 10,098,601 8,314,963 5,629,063 21,943,389 64,998,876 ----------- ----------- ----------- ----------- ---------- ----------- ----------- Balance at end of year $11,008,589 $15,853,887 $12,799,598 $10,702,018 $7,006,439 $21,113,904 $78,484,435 =========== =========== =========== =========== ========== =========== ===========
See accompanying Notes to Financial Statements. UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 6 - - - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN GENERAL The following is a brief summary of the various provisions of the Union Electric Company (the Company) Savings Investment Plan (the Plan). Participants should refer to the Plan document for more complete information. On July 1, 1984 the Savings Investment Plan for Management Employees was established, and on January 1, 1985 the Savings Investment Plan for Contract Employees was established. As more fully discussed in Note 4, on April 1, 1993 the Company's Savings Investment Plan for Contract Employees and Employee Stock Ownership Plan were merged into the Company's Savings Investment Plan for Management Employees. The merged plan was renamed the Union Electric Company Savings Investment Plan. The Plan's purpose is to provide management and contract employees of the Company 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 (the 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 Company serves as sponsor of the Plan, and as such 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/CONTRIBUTIONS 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, 1993 was approximately 6,968. Participation by eligible employees is voluntary. Participants may contribute to the Plan an amount from 2% to 15% of their base compensation 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 5% of each participant's contribution (basic matching contribution). Additionally, the Company will contribute an additional $.25 for each $1.00 up to the first 5% 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 will be made to the extent sufficient earnings are available. 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 Bond Fund (formerly the Fixed Income Fund) and the Stable Interest UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 7 - - - -------------------------------------------------------------------------------- Income Fund (formerly the GIC/Money Market Fund). 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 multiples of 10% 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 any multiple of 10% of the value of their accounts among funds. Pending investment of the assets into any investment fund, the Trustee may temporarily make certain short-term investments. 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. 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. DISTRIBUTIONS If a participant's employment with the Company is terminated due to death, permanent disability or retirement pursuant to terms of the Company retirement plan, Company contributions will become vested regardless of years of service. 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 in the event of a financial hardship as defined by the Plan or the Code. The Plan also 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. 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. UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 8 - - - -------------------------------------------------------------------------------- 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. PLAN TERMINATION It is the intention of the Company 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, except as noted below for benefit payment obligations. INVESTMENTS Investments, except guaranteed investment contracts, are stated at current market value based on the latest quoted market price at December 31, 1993, or at fair value as determined by the Trustee. Guaranteed investment contracts are valued at cost plus income earned and accrued. Individual investments that represent 5% or more of the Plan's net assets available for plan benefits at December 31, 1993 and 1992, include the following:
DECEMBER 31, 1993 DECEMBER 31, 1992 ----------------------- -------------------- UNITS FAIR VALUE UNITS FAIR VALUE Acorn Fund 2,938,731 $ 40,995,302 267,489 $14,794,814 Putnam Income Fund 957,493 6,683,299 Putnam Fund for Growth and Income 1,879,195 25,557,052 954,786 12,259,458 Vanguard Asset Allocation Fund 1,466,636 21,192,896 745,214 10,164,726 Union Electric Common Stock 4,833,093 189,698,914 288,932 10,798,847
UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 9 - - - -------------------------------------------------------------------------------- The attached Schedules I and II summarize the costs and fair values of Plan investments at December 31, 1993 and 1992, and the net realized gains on sales of Plan investments for the years ended December 31, 1993 and 1992. Transactions with parties-in-interest for the year ended December 31, 1993 are separately identified on Schedule III. Transactions involving an amount in excess of 5% of the current value of Plan assets available for the benefits at the beginning of the Plan year (reportable transactions) are separately identified on Schedule IV. 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. In accordance with the policy of stating investments at current value, net unrealized appreciation or depreciation for the year is reflected in the statement of changes in net assets available for plan benefits. EXPENSES Trustee fees incurred in administering the Plan are charged to the Plan. BENEFIT PAYMENT OBLIGATIONS Benefit payments to participants are recorded when paid. Benefit payments approved but not yet paid as of December 31, 1993 are $2,036,700. Of this amount, $1,662,000 relates to the value of 42,293 shares of Union Electric common stock. 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, 1993, 411,622 shares of Union Electric Company common stock whose cost and market values totalled $9,275,950 and $16,760,829 at dates of distribution, respectively, were distributed to participants of the Union Electric Common Stock Fund. 3. 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. 4. PLAN MERGER On October 9, 1992, the Board of Directors of the Company voted to merge the Union Electric Company Savings Investment Plan for Management Employees, Union Electric Company Savings Investment Plan for Contract Employees, and Union Electric Company Employee Stock Ownership Plan. As a result, on April 1, 1993, the net assets of the Union Electric Company Savings Investment Plan for Contract Employees and Union Electric Company Employee Stock Ownership Plan were merged into the Union Electric UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 10 - - - -------------------------------------------------------------------------------- Company Savings Investment Plan for Management Employees in accordance with Plan provisions. The merged plan was renamed the Union Electric Company Savings Investment Plan. Shares of stock held by participants of the former Company Employee Stock Ownership Plan are maintained in the Union Electric Common Stock Fund of the Plan. The Plan merger did not retroactively or adversely affect the rights of any participant or beneficiary under the Plan. UNION ELECTRIC COMPANY SCHEDULE I SAVINGS INVESTMENT PLAN SCHEDULE OF INVESTMENTS DECEMBER 31, 1993 AND 1992
- - - ----------------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1993 DECEMBER 31, 1992 NUMBER OF NUMBER OF DESCRIPTION OF INVESTMENT SHARES/UNITS COST FAIR VALUE SHARES/UNITS COST FAIR/VALUE Acorn Fund 2,938,731 $ 29,470,217 $ 40,995,302 267,489 $11,651,418 $14,794,814 Collective Investment G-II Fund 17,532 1,757,813 2,552,534 22,642 2,270,819 3,235,837 Putnam Income Fund 1,797,102 12,291,554 12,975,077 957,493 6,488,237 6,683,299 Putnam Fund for Growth and Income 1,879,195 23,614,739 25,557,052 954,786 11,686,959 12,259,458 Vanguard Asset Allocation Fund 1,466,636 18,919,036 21,192,896 745,214 9,212,416 10,164,726 ------------ ------------ ----------- ----------- 86,053,359 103,272,861 41,309,849 47,138,134 Canada Life Assurance GIC 4,397,764 4,397,764 4,397,764 2,338,700 2,338,700 2,338,700 Commonwealth Life Insurance GIC 3,599,039 3,599,039 3,599,039 2,087,604 2,087,604 2,087,604 Life of Virginia GIC 2,862,493 2,862,493 2,862,493 3,141,664 3,141,664 3,141,664 Lincoln National GIC 2,864,771 2,864,771 2,864,771 1,900,000 1,900,000 1,900,000 Protective Life Insurance GIC 6,129,214 6,129,214 6,129,214 2,872,470 2,872,470 2,872,470 Business Men's Assurance GIC 4,706,805 4,706,805 4,706,805 Sun Life Insurance GIC 2,537,683 2,537,683 2,537,683 Provident National Assurance GIC 741,073 741,073 741,073 Reliance Standard Life GIC 612,633 612,633 612,633 ------------ ------------ ----------- ----------- 27,097,769 27,097,769 13,694,144 13,694,144 Boatmen's Employee Benefit Short-Term Fund* 6,419,488 6,419,488 6,419,488 3,767,672 3,767,672 3,767,670 Union Electric Common Stock, $5 par* 4,833,093 109,994,651 189,698,914 288,932 9,140,478 10,798,847 ------------ ------------ ----------- ----------- $229,565,267 $326,489,032 $67,912,143 $75,398,795 ============ ============ =========== ===========
* Represents a Plan party-in-interest UNION ELECTRIC COMPANY SCHEDULE II SAVINGS INVESTMENT PLAN SCHEDULE OF REALIZED GAINS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
- - - --------------------------------------------------------------------------------------------------------------- 1993 1992 ------------------------------------ ------------------------------------- NET REALIZED NET REALIZED DESCRIPTION OF INVESTMENT COST PROCEEDS GAIN (LOSS) COST PROCEEDS GAIN (LOSS) Union Electric Company Common Stock $ 447,971 $ 659,582 $ 211,611 $ 515,838 $ 608,006 $ 92,168 Collective Investment G-II Fund 1,789,742 2,717,400 927,658 1,237,800 1,855,096 617,296 Acorn Fund 676,088 933,113 257,025 765,604 893,677 128,073 Putnam Fund for Growth and Income 1,122,342 1,230,492 108,150 509,157 534,745 25,588 Putnam Income Fund 1,103,297 1,175,436 72,139 485,148 497,537 12,389 Vanguard Asset Allocation Fund 793,173 932,641 139,468 476,822 520,452 43,630 ---------- ---------- ---------- ---------- ---------- -------- $5,932,613 $7,648,664 $1,716,051 $3,990,369 $4,909,513 $919,144 ========== ========== ========== ========== ========== ========
UNION ELECTRIC COMPANY SCHEDULE III SAVINGS INVESTMENT PLAN SCHEDULE OF TRANSACTIONS WITH PARTIES-IN-INTEREST FOR THE YEAR ENDED DECEMBER 31, 1993
- - - -------------------------------------------------------------------------------------------------------------------- CURRENT VALUE NET GAIN IDENTITY OF RELATIONSHIP DESCRIPTION OF PURCHASE SELLING COST OF ON PARTY INVOLVED TO PLAN TRANSACTIONS PRICE PRICE ASSET TRANSACTION Union Electric Plan Sponsor Union Electric Company $14,044,112 Company common stock, $5 par value (transaction represents the aggregate of 73 purchases) Union Electric Plan Sponsor Union Electric Company $ 659,582 $ 495,936 $163,646 Company common stock, $5 par value (transaction represents the aggregate of 45 sales) Boatmen's Trust Plan Trustee Boatmen's Employee Benefit $41,962,053 Company Short-Term Fund (transaction represents the aggregate of 395 purchases) Boatmen's Trust Plan Trustee Boatmen's Employee Benefit $38,975,413 $38,975,413 - Company Short-Term Fund (transaction represents the aggregate of 287 sales)
UNION ELECTRIC COMPANY SCHEDULE IV SAVINGS INVESTMENT PLAN SCHEDULE OF TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS (REPORTABLE TRANSACTIONS) FOR THE YEAR ENDED DECEMBER 31, 1993
- - - ---------------------------------------------------------------------------------------------- NET NUMBER OF NUMBER OF DOLLAR VALUE DOLLAR VALUE GAIN ON DESCRIPTION OF INVESTMENT PURCHASES SALES OF PURCHASES OF SALES TRANSACTION Boatmen's Employee Benefit Short-Term Fund 395 287 $41,962,053 $38,975,413 $ - Union Electric Company Common Stock 73 45 14,044,112 659,582 163,646 Acorn Fund 69 40 10,838,255 933,113 148,367 Centerland Short-Term Diversified Asset Portfolio 11 11 3,648,002 3,648,002 - Putnam Fund for Growth and Income 66 46 5,901,861 1,072,632 81,251 Vanguard Asset Allocation Fund 68 44 4,935,740 932,641 89,933
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/ H. W. Loeh ----------------------------- H. W. Loeh Vice President June 28, 1994 EXHIBIT INDEX Exhibits Filed Herewith ----------------------- Exhibit No. Description - - - ----------- ----------------------------------------- 23 Consent of Independent Accountants EX-23 2 CONSENT IND ACCOUNTANTS 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 on the Union Electric Company Savings Investment Plan for the year ended December 31, 1993, dated June 7, 1994 which is incorporated by reference in this Form 11-K. /s/ PRICE WATERHOUSE PRICE WATERHOUSE One Boatmen's Plaza St. Louis, Missouri June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----