-----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, U0tpdmfkWVV0+vamAljCynMwyGyy5DnrjY3twRB+6VYxP3aDFfw2Eofuc++Q69w8 5NdlUbbXnb7Can67fS+bNQ== 0000950124-97-003649.txt : 19970702 0000950124-97-003649.hdr.sgml : 19970702 ACCESSION NUMBER: 0000950124-97-003649 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970701 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: 97633800 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 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, 1996 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 [PRICE WATERHOUSE LOGO] UNION ELECTRIC COMPANY Savings Investment Plan Report, Financial Statements and Additional Information December 31, 1996 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, 1996 and 1995 2-3 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended December 31, 1996 4 Notes to Financial Statements 5-12 Additional Information*: Item 27a Form 5500 - Schedule of Assets Held for Investment Purposes at December 31, 1996 Schedule I Item 27d Form 5500 - Schedule of Reportable Transactions for the year ended December 31, 1996 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 LETTERHEAD] REPORT OF INDEPENDENT ACCOUNTANTS June 6, 1997 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, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, 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. /s/ Price Waterhouse LLP - ------------------------ 6 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1996 PAGE 2
- ------------------------------------------------------------------------------------------------------------------------------------ Stable UE Common Aggressive Conservative Interest International Stock Equity Equity Balanced Income Equity Loan Fund Fund Fund Fund Fund Fund Fund Total Assets: Investments: Union Electric Common Stock $175,714,442 $ - $ - $ - $ - $ - $ - $175,714,442 Mutual Fund Investments 83,243,972 62,227,278 43,761,526 6,131,632 195,364,408 Collective Fund Investments 6,393 43,944,703 43,951,096 Insurance Company Contracts 5,916,953 5,916,953 Participant loans receivable - - - - - - 9,170,651 9,170,651 ------------ ---------- ----------- ---------- ----------- ---------- ---------- ------------ Total investments 175,720,835 83,243,972 62,227,278 43,761,526 49,861,656 6,131,632 9,170,651 430,117,550 Due from broker for securities 44,158 44,158 Dividends and interest receivable 150 113 71 51 258,732 11 259,128 Contributions receivable: Participant 51,618 146,541 93,612 66,490 64,303 14,873 437,437 Employer 247,621 95,386 60,550 43,713 45,227 8,975 - 501,472 ----------- ---------- ----------- ----------- ----------- ---------- ---------- ------------ Total assets 176,064,382 83,486,012 62,381,511 43,871,780 50,229,918 6,155,491 9,170,651 431,359,745 ----------- ---------- ----------- ----------- ----------- ---------- ---------- ------------ Liabilities: Transfers due to (from) other funds 334,351 319,260 (257,254) (145,987) (84,888) (165,482) Due to broker for securities purchased 50,582 - - - - - - 50,582 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ Total liabilities 384,933 319,260 (257,254) (145,987) (84,888) (165,482) - 50,582 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ Net assets available for benefits $175,679,449 $83,166,752 $62,638,765 $44,017,767 $50,314,806 $6,320,973 $9,170,651 $431,309,163 ============ =========== =========== =========== =========== ========== ========== ============
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, 1995 PAGE 3
Stable UE Common Aggressive Conservative Interest International Stock Equity Equity Balanced Income Equity Loan Fund Fund Fund Fund Fund Fund Fund Total Assets: Investments: Union Electric Common Stock $201,414,815 $ - $ - $ - $ - $ - $ - $201,414,815 Mutual Fund Investments 65,502,348 45,475,071 34,148,938 1,965,348 147,091,705 Collective Fund Investments 89,459 33 15 10 34,147,890 2 34,237,409 Insurance Company Contracts 16,012,234 16,012,234 Participant loans receivable - - - - - - 7,336,246 7,336,246 ----------- ----------- ----------- ----------- ----------- ---------- ---------- ------------ Total investments 201,504,274 65,502,381 45,475,086 34,148,948 50,160,124 1,965,350 7,336,246 406,092,409 Dividends and interest receivable 256 214,794 215,050 Contributions receivable: Participant 52,356 131,652 70,582 51,025 68,566 6,430 380,611 Employer 264,774 104,945 56,601 41,669 58,792 4,792 - 531,573 ----------- ----------- ----------- ----------- ----------- ---------- ---------- ------------ Total assets 201,821,660 65,738,978 45,602,269 34,241,642 50,502,276 1,976,572 7,336,246 407,219,643 ----------- ----------- ----------- ----------- ----------- ---------- ---------- ------------ 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 - - - - - - 86,952 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ Total liabilities 507,062 302,315 (150,710) (281,226) 50,275 (340,764) - 86,952 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ Net assets available for benefits $201,314,598 $65,436,663 $45,752,979 $34,522,868 $50,452,001 $2,317,336 $7,336,246 $407,132,691 ============ =========== =========== =========== =========== ========== ========== ============
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, 1996 Page 4 - --------------------------------------------------------------------------------
Stable UE Common Aggressive Conservative Interest International Stock Equity Equity Balanced Income Equity Loan Fund Fund Fund Fund Fund Fund Fund Total Additions to net assets attributed to: Contributions: Participant $ 3,143,579 $7,511,114 $4,481,567 $ 3,273,540 $ 3,623,262 $ 622,999 $ - $ 22,656,061 Employer 2,733,112 1,042,549 627,039 462,276 520,929 83,947 - 5,469,852 ------------ ---------- ---------- ----------- ----------- ---------- ---------- ------------ 5,876,691 8,553,663 5,108,606 3,735,816 4,144,191 706,946 - 28,125,913 ------------ ---------- ---------- ----------- ----------- ---------- ---------- ------------ Investment income: Interest 3,608 1,122 691 462 65,583 78 711,303 782,847 Dividends 11,523,147 7,953,654 5,186,699 3,914,896 2,659,842 163,983 31,402,221 Net appreciation (depreciation) of investments (15,180,264) 6,898,658 5,414,983 1,814,208 24,436 463,902 (564,077) Other - - - - 256,698 - - 256,698 ------------ ----------- ---------- ----------- ----------- ---------- ---------- ------------ (3,653,509) 14,853,434 10,602,373 5,729,566 3,006,559 627,963 711,303 31,877,689 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ Total additions 2,223,182 23,407,097 15,710,979 9,465,382 7,150,750 1,334,909 711,303 60,003,602 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ----------- Deductions from net assets attributed to: Distributions 25,893,983 2,238,670 2,090,903 1,234,975 4,086,535 69,272 35,614,338 Administrative expenses 17,441 32,174 22,686 16,657 122,105 1,729 212,792 Other deductions Interfund transfers 1,946,907 3,406,164 (3,288,396) (1,281,149) 3,079,305 (2,739,729) (1,123,102) - ------------- ----------- ---------- ----------- ----------- ---------- ---------- ------------ Total deductions 27,858,331 5,677,008 (1,174,807) (29,517) 7,287,945 (2,668,728) (1,123,102) 35,827,130 ------------- ----------- ----------- ----------- ----------- ---------- ---------- ------------ Increase (decrease) in net assets available for benefits (25,635,149) 17,730,089 16,885,786 9,494,899 (137,195) 4,003,637 1,834,405 24,176,472 Net assets available for benefits, beginning of year 201,314,598 65,436,663 45,752,979 34,522,868 50,452,001 2,317,336 7,336,246 407,132,691 ------------- ----------- ----------- ----------- ----------- ---------- ---------- ------------ Net assets available for benefits, end of year $ 175,679,449 $83,166,752 $62,638,765 $44,017,767 $50,314,806 $6,320,973 $9,170,651 $431,309,163 ============= =========== =========== =========== =========== ========== ========== ============
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, 1996 was approximately 7,273. 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. 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, 1996 approximated $9,500, 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, 1996 and 1995, the interest rates on participant loans ranged from 7% to 11.5%. The loan maturity dates ranged from January 1997 through 12 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 8 - ------------------------------------------------------------------------------- December 2005 at December 31, 1996 and January 1996 through December 2004 at December 31, 1995. 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. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INVESTMENTS Investments, except guaranteed investment contracts, are stated at current market value based on the latest quoted market price at December 31, 1996 and 1995, 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, 1996 and 1995. 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. 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, 1996 and 1995 are separately identified.
DECEMBER 31, 1996 1995 INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE Common Stock: Union Electric Company, $5 par value $175,714,442 $201,414,815 Managed Equity Funds: Acorn Fund 83,243,972 65,502,348 Putnam Fund for Growth and Income 62,227,278 45,475,071 Vanguard Asset Allocation Fund 43,761,526 34,148,938 Managed International Equity Funds: T. Rowe Price Trust International Stock Fund 6,131,632 1,965,348 INVESTMENTS AT ESTIMATED FAIR VALUE Boatmen's Employee Benefit Short-Term Fund 4,129,838 4,760,614 T. Rowe Price Stable Value Common Trust Fund 39,821,258 29,476,795 Participant Loans 9,170,651 7,336,246 INVESTMENTS AT CONTRACT VALUE Insurance Company Contracts 5,916,953 16,012,234 ------------ ------------ $430,117,550 $406,092,409 ============ ============
14 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 10 - ------------------------------------------------------------------------------- During 1996 the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
YEAR ENDED DECEMBER 31, 1996 INVESTMENTS AT FAIR VALUE AS DETERMINED BY MARKET PRICE Mutual Fund Investments $ 14,591,751 Union Electric Common Stock (15,180,264) ------------- Net change in fair value (588,513) INVESTMENTS AT ESTIMATED FAIR VALUE Collective Fund Investments 24,436 ------------- Net change in fair value $ (564,077) =============
4. TRANSACTIONS WITH PARTIES-IN-INTEREST At December 31, 1996, the Plan held 4,564,011 shares of Union Electric Company common stock with a cost and market value of $120,684,695 and $175,714,442, respectively. During 1996, the Plan purchased 124,315 shares at a cost of $4,934,154 and sold 27,967 shares valued at $710,812, resulting in a net realized gain of $406,724. The Plan also distributed 651,231 shares valued at $25,859,620 to persons withdrawing from the Plan. 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 $201,414,815, 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 loss of $106,946. The Plan also distributed 456,271 shares valued at $17,174,308 to persons withdrawing from the Plan. The Plan held 4,129,838 shares of Boatmen's Trust Company Employee Benefit Short-Term Fund at December 31, 1996. The book value for these shares, which approximates market, was $4,129,838 at December 31, 1996. During plan year 1996, the Plan purchased 17,357,572 shares at a cost of $17,357,572 and sold 17,907,750 shares valued at $17,907,750. 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. 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, 1996 1995 Net assets available for benefits per the financial statements $431,309,163 $407,132,691 Amounts allocated to withdrawing participants (2,224,796) (3,972,767) ------------ ------------ Net assets available for benefits per the Form 5500 $429,084,367 $403,159,924 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1996 1995 Benefits paid to participants per the financial statements $ 35,614,338 $ 23,355,141 Add: Amounts allocated to withdrawing participants during the current year 2,224,796 3,972,767 Less: Amounts allocated to withdrawing participants during the prior year (3,972,767) (2,016,317) ------------ ------------ Benefits paid to participants per the Form 5500 $ 33,866,367 $ 25,311,591 ============ ============
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, 1996, 651,231 shares of Union Electric Company common stock whose cost and market values totaled $16,777,177 and $25,859,620 at the dates of distribution, respectively, were distributed to participants of the Union Electric Common Stock Fund. 16 UNION ELECTRIC COMPANY SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS PAGE 12 - ------------------------------------------------------------------------------- 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. 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. 17 UNION ELECTRIC COMPANY SCHEDULE I SAVINGS INVESTMENT PLAN ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 - -------------------------------------------------------------------------------
DECEMBER 31, 1996 IDENTITY OF ISSUE/DESCRIPTION NUMBER OF OF INVESTMENT SHARES/UNITS COST FAIR VALUE MUTUAL FUNDS Acorn Fund 5,534,839 $ 67,446,294 $ 83,243,972 T. Rowe Price International Stock Fund 444,321 5,640,064 6,131,632 Putnam Fund for Growth and Income 3,453,234 49,245,305 62,227,278 Vanguard Asset Allocation Fund 2,439,327 35,895,770 43,761,526 ------------ ------------ 158,227,433 195,364,408 INVESTMENT CONTRACTS New York Life Insurance GIC 2,778,926 2,778,926 2,778,926 Hartford Life Insurance GIC 3,137,772 3,137,772 3,137,772 Collective Investment G-II Fund 1 100 255 ------------ ------------ 5,916,798 5,916,953 COLLECTIVE INVESTMENT TRUST FUNDS *Boatmen's Employee Benefit Short-Term Fund 4,129,838 4,129,838 4,129,838 T Rowe Price Stable Value Common Trust Fund 39,821,258 39,821,258 39,821,258 COMMON STOCK *Union Electric Company, $5 par 4,564,011 120,684,695 175,714,442 PARTICIPANT LOANS **Loans to Participants 9,170,651 9,170,651 9,170,651 ------------ ------------ $337,950,673 $430,117,550 ============ ============
* Represents a Plan party-in-interest ** Interest rates vary from 7% to 11.5% and loan maturity dates extend from January 1997 through December 2005 18 UNION ELECTRIC COMPANY SCHEDULE II SAVINGS INVESTMENT PLAN ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS* FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
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 283 185 $17,357,572 $17,907,750 $ - Acorn Fund 71 20 16,840,991 5,998,026 1,236,071
* Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of December 31, 1995 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 27, 1997 EXHIBIT INDEX Exhibits Filed Herewith ----------------------- Exhibit No. Description - ----------- ---------------------------------- 23 Consent of Independent Accountants 20 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 6, 1997 on the Union Electric Company Savings Investment Plan for the year ended December 31, 1996, 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 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----