Bylaw Amendment

8-K 1 amc8-k082905.htm AMC8-K082905   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________   FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934     Date of Report (Date of earliest event reported):   August 25, 2005       Commission File Number Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number IRS Employer Identification Number   1-14756       Ameren Corporation (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222   43-1723446   1-2967   Union Electric Company (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222   43-0559760     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))             SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT   ITEM 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.     On August 25, 2005, the bylaws of Union Electric Company, doing business as AmerenUE (“UE”), a subsidiary of Ameren Corporation (“Ameren”), was amended by action by unanimous written consent of UE’s board of directors as follows: ·   Section 1 of Article I was revised to permit the annual meeting of the stockholders to be held on a date other than the fourth Tuesday of April in each year through notice to the stockholders. The complete copy of the UE bylaws as amended is included as Exhibit 3.1(ii).   At a meeting held on August 26, 2005, the board of directors of Ameren amended Ameren’s bylaws, effective August 28, 2005, as follows: ·   Sections 4 and 6 of Article I were revised to include provisions relating to the election of directors by a majority of shares represented at a shareholder meeting at which a quorum is present. ·   Sections 1 through 3 of Article V were revised and Section 4 of Article V was added to give Ameren authority to use uncertificated shares as permitted by a new Missouri law which became effective August 28, 2005. The complete copy of the Ameren bylaws as amended is included as Exhibit 3.2(ii). SECTION 9 - FINANCIALS STATEMENTS AND EXHIBITS ITEM 9.01 Financial Statements and Exhibits. (c) Exhibits   Exhibit Number :             Title : 3.1(ii) Bylaws of UE as amended August 25, 2005 3.2(ii) Bylaws of Ameren as amended August 28, 2005   This combined Form 8-K is being filed separately by Ameren Corporation and Union Electric Company (each a “registrant”). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.         - 2 - SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.             AMEREN CORPORATION (Registrant)               By:   /s/ Martin J. Lyons   Martin J. Lyons   Vice President and Controller (Principal Accounting Officer)             UNION ELECTRIC COMPANY (Registrant)               By:   /s/ Martin J. Lyons   Martin J. Lyons   Vice President and Controller (Principal Accounting Officer)     Date: August 29, 2005                 - 3 - Exhibit Index Exhibit No.                                         Description     3.1(ii) - Bylaws of Union Electric Company as amended August 25, 2005     3.2(ii) - Bylaws of Ameren Corporation as amended August 28, 2005                     - 4 -