8-KThe WireRoutine
Company Update
Filed Jan 27, 2005 · 21y ago · Accession 0001104659-05-002820
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 27, 2005
Commission
File Number
Exact Name of Registrant as specified in its
charter;
State of Incorporation;
Address and Telephone Number
IRS Employer
Identification No.
1-14756
Ameren Corporation
43-1723446
( Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
1-2967
Union Electric Company
43-0559760
(Missouri
Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
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:
o Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On
January 27, 2005, Union Electric Company (the Company), a subsidiary of
Ameren Corporation, issued and sold $85,000,000 principal amount of its 5.00%
Senior Secured Notes due 2020 (the Notes), pursuant to a Registration
Statement on Form S-3 (Nos. 333-108034 and 333-108034-01), which was
declared effective on September 5, 2003, and a Prospectus Supplement dated
January 24, 2005 to a Prospectus dated September 5, 2003. This Current Report on Form 8-K is being
filed to report as exhibits certain documents in connection with that offering.
This
combined Form 8-K is being filed separately by Ameren Corporation and the
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.
ITEM 9.01. EXHIBITS
(c) Exhibits.
*1.1 Underwriting
Agreement, dated January 24, 2005 between the Company and Banc of America
Securities LLC and Wachovia Capital Markets, LLC, as Underwriters.
**4.1 Indenture dated
as of August 15, 2002, between the Company and The Bank of New York, as Trustee,
relating to the Notes (Current Report on Form 8-K filed on August 23, 2002,
Exhibit 4.1).
*4.2 Company Order
establishing the Notes.
*4.3 Global Note.
*4.4 Supplemental
Indenture dated January 1, 2005 by and between the Company and The Bank of New
York, as Trustee under the Indenture of Mortgage and Deed of Trust dated June
15, 1937 relating to the First Mortgage Bonds, Senior Notes Series HH securing
the Notes.
*5.1 Opinion of
Steven R. Sullivan, Esq., Senior Vice President, General Counsel and Secretary
of the Company, regarding the legality of the Notes issued by the Company
(including consent).
*5.2 Opinion of
Pillsbury Winthrop LLP regarding the legality of the Notes issued by the
Company (including consent).
* Filed herewith.
** Incorporated by
reference as indicated.
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 thereunto 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
Name:
Martin J. Lyons
Title:
Vice
President and Controller
(Principal Accounting Officer)
UNION ELECTRIC COMPANY
(Registrant)
By
/s/ Martin J. Lyons
Name:
Martin J. Lyons
Title:
Vice
President and Controller
(Principal Accounting Officer)
Date: January 27, 2005
3
Exhibit Index
Exhibit No.
Description
*1.1
Underwriting
Agreement, dated January 24, 2005 between the Company and Banc of America
Securities LLC and Wachovia Capital Markets, LLC, as Underwriters.
**4.1
Indenture
dated as of August 15, 2002, between the Company and The Bank of New York, as
Trustee, relating to the Notes (Current Report on Form 8-K filed on August
23, 2002, Exhibit 4.1).
*4.2
Company
Order establishing the Notes.
*4.3
Global
Note.
*4.4
Supplemental
Indenture dated January 1, 2005 by and between the Company and The Bank of
New York, as Trustee under the Indenture of Mortgage and Deed of Trust dated
June 15, 1937 relating to the First Mortgage Bonds, Senior Notes Series HH
securing the Notes.
*5.1
Opinion
of Steven R. Sullivan, Esq., Senior Vice President, General Counsel and
Secretary of the Company, regarding the legality of the Notes issued by the
Company (including consent).
*5.2
Opinion
of Pillsbury Winthrop LLP regarding the legality of the Notes issued by the
Company (including consent).
* Filed herewith.
** Incorporated by reference herein as indicated.
4
Filing details
- Company
- UNION ELECTRIC CO
- Ticker
- UEPCO
- CIK
- 100826
- Form type
- 8-K
- Filing date
- Jan 27, 2005
- Report date
- Jan 27, 2005
- Document
- a05-2382_18k.htm
- Size
- 566 KB