8-KThe WireRoutine
Company Update
Filed Jul 21, 2005 · 21y ago · Accession 0001104659-05-033448
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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):
July 21, 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 July 21, 2005, Union Electric Company (the Company),
a subsidiary of Ameren Corporation, issued and sold $300,000,000 principal
amount of its 5.30% Senior Secured Notes due 2037 (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 July 18, 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 July 18, 2005 between the Company and Citigroup Global
Markets Inc. and Lehman Brothers Inc., as Representatives of the several
Underwriters named therein.
**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 July 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 II
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 Shaw Pittman 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: July 21, 2005
3
Exhibit Index
Exhibit No.
Description
*1.1
Underwriting
Agreement, dated July 18, 2005 between the Company and Citigroup Global
Markets Inc. and Lehman Brothers Inc., as Representatives of the several
Underwriters named therein.
**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 July 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 II
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 Shaw Pittman 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
- Jul 21, 2005
- Report date
- Jul 21, 2005
- Document
- a05-13324_18k.htm
- Size
- 604 KB