-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PfSIxSjyquwVI5rVWjfR6O7HuDrh8qSO1/is7T2K5yRCpEDAZEzexfSsjDxauXDQ rZxDau5/jEjS5YGGzWdT0Q== 0000950124-96-002919.txt : 19960701 0000950124-96-002919.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950124-96-002919 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [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: 96588181 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 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) 2 (PRICE WATERHOUSE LLP FINANCIAL REPORT) 3 [UNION ELECTRIC LOGO] UNION ELECTRIC COMPANY Savings Investment Plan Report, Financial Statements and Additional Information December 31, 1995 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. 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 6 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1995 PAGE 2 - --------------------------------------------------------------------------------
STABLE UE COMMON AGGRESSIVE CONSERVATIVE INTEREST INTERNATIONAL STOCK EQUITY EQUITY BALANCED BOND INCOME EQUITY FUND FUND FUND FUND FUND FUND FUND 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 ============ =========== =========== =========== ======= =========== ========== LOAN FUND TOTAL 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 =========== ============
See accompanying Notes to Financial Statements. 7 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1994 PAGE 3 - --------------------------------------------------------------------------------
STABLE UE COMMON AGGRESSIVE CONSERVATIVE INTEREST STOCK EQUITY EQUITY BALANCED BOND INCOME LOAN FUND FUND FUND FUND FUND FUND FUND 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 ============ =========== =========== =========== ========== =========== ========== TOTAL 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 ============
See accompanying Notes to Financial Statements. 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 - --------------------------------------------------------------------------------
UE COMMON AGGRESSIVE CONSERVATIVE STOCK EQUITY EQUITY BALANCED BOND FUND FUND FUND FUND FUND 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 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 ============ =========== ========== ============
See accompanying Notes to Financial Statements. 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. 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. 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 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. 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.
DECEMBER 31, 1995 1994 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
============= ============ 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:
YEAR ENDED DECEMBER 31, 1995 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 ===========
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. 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:
DECEMBER 31, 1995 1994 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 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1995 1994 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 =========== ===========
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 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. 17 UNION ELECTRIC COMPANY SCHEDULE I SAVINGS INVESTMENT PLAN ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 - -------------------------------------------------------------------------------
DECEMBER 31, 1995 IDENTITY OF ISSUE/DESCRIPTION NUMBER OF OF INVESTMENT SHARES/UNITS COST FAIR VALUE 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 ============ ============
* 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 18 UNION ELECTRIC COMPANY SCHEDULE II SAVINGS INVESTMENT PLAN ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS* FOR THE YEAR ENDED DECEMBER 31, 1995 - -------------------------------------------------------------------------------
IDENTITY OF PARTY/ NUMBER OF NUMBER OF PURCHASE SELLING NET DESCRIPTION OF INVESTMENT PURCHASES SALES PRICE PRICE GAIN/(LOSS) 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 -
* 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. 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 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 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 -----END PRIVACY-ENHANCED MESSAGE-----