Obligation Electric Union 5.3% ( US02360FAB22 ) en USD

Electric Union

103.475 % ▲

Etats-unis

US02360FAB22 ( en USD )

5.3% par an ( paiement semestriel )

31/07/2037

Prospectus brochure de l'obligation Union Electric US02360FAB22 en USD 5.3%, échéance 31/07/2037

/

/

02360FAB2

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

01/08/2026 ( Dans 137 jours )

Union Electric était une société d'électricité américaine, fusionnée en 1990 avec la société de services publics de St. Louis pour former Ameren.

L'Obligation émise par Electric Union ( Etats-unis ) , en USD, avec le code ISIN US02360FAB22, paye un coupon de 5.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2037

L'Obligation émise par Electric Union ( Etats-unis ) , en USD, avec le code ISIN US02360FAB22, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Electric Union ( Etats-unis ) , en USD, avec le code ISIN US02360FAB22, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2161016z424b5.htm 424B5
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As filed pursuant to Rule 424(b)5
Registration No. 333-108034
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 5, 2003)
$300,000,000

5.30% Senior Secured Notes due 2037
Union Electric Company, doing business as AmerenUE, is offering $300,000,000 principal amount of its
5.30% Senior Secured Notes due 2037. The senior secured notes will mature on August 1, 2037. We will pay
interest on the senior secured notes on February 1 and August 1 of each year. The first such payment will be
made on February 1, 2006. The senior secured notes will be issued only in denominations of $1,000 and integral
multiples of $1,000. We may at any time and from time to time redeem all or a portion of the senior secured
notes at the make-whole redemption price set forth in this prospectus supplement.
Until the release date, the senior secured notes will be secured by a series of our first mortgage bonds,
referred to as the senior note mortgage bonds, issued and delivered by us to the trustee under the senior secured
indenture. Accordingly, until the release date, the senior secured notes will be secured ratably with our first
mortgage bonds in the collateral pledged to secure such bonds. On the release date, the senior secured notes will
cease to be secured by the senior note mortgage bonds, will become our unsecured general obligations and will
rank equally with all of our other unsecured and unsubordinated debt from time to time outstanding, unless
otherwise secured as described in the accompanying prospectus.
Investing in our senior secured notes involves risks. See "Risk Factors" on page S-3 of this
prospectus supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
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Proceeds,
Discounts and
Offering
Before Expenses,
Commissions to

Price(1)

to Union

Underwriters

Electric Company
Per senior secured note

99.661%
0.875%
98.786%
Total
$
298,983,000 $
2,625,000 $
296,358,000
(1)
Plus accrued interest from July 21, 2005, if settlement occurs after that date.
The underwriters expect to deliver the senior secured notes in book-entry form only through the facilities of
The Depository Trust Company against payment in New York, New York on or about July 21, 2005.
Joint Book-Running Managers
Citigroup

Lehman Brothers

Barclays Capital

BNP PARIBAS

Lazard Capital Markets

U.S. Bancorp Investments, Inc.

Wachovia Securities
July 18, 2005
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TABLE OF CONTENTS
Page

Prospectus Supplement

About This Prospectus Supplement

S-3
Where You Can Find More Information

S-3
Risk Factors

S-3
Capitalization

S-4
Ratios of Earnings to Fixed Charges

S-4
Use of Proceeds

S-4
Description of Senior Secured Notes

S-5
Underwriting

S-8
Legal Matters

S-9
Experts

S-9
Prospectus

Risk Factors

3
Union Electric Company

9
Union Electric Capital Trust

9
Where You Can Find More Information

10
Ratios of Earnings to Fixed Charges

11
Use of Proceeds

11
Forward-Looking Statements

11
About This Prospectus

13
Description of Senior Secured Debt Securities

14
Description of First Mortgage Bonds

25
Description of Debt Securities

30
Description of Trust Preferred Securities

41
Description of Guarantee

56
Relationship Among Trust Preferred Securities, Debt Securities and Guarantee

59
Book-Entry System

61
Plan of Distribution

63
Legal Matters

64
Experts

64
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement and the accompanying prospectus is accurate only as of their respective
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dates. Our business, financial condition, results of operations and prospects may have changed since then.
In this prospectus supplement, references to "we," "us" and "our" are to Union Electric Company, doing
business as AmerenUE.
S-2
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific
terms of the senior secured notes we are offering and the related senior note mortgage bonds securing the senior
secured notes. The second part, the base prospectus, gives more general information, some of which may not
apply to the senior secured notes we are offering in this prospectus supplement. See "Description of Senior
Secured Debt Securities" and "Description of First Mortgage Bonds" in the accompanying prospectus.
If the description of the senior secured notes or the related senior note mortgage bonds varies between this
prospectus supplement and the accompanying base prospectus, you should rely on the information in this
prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information that we file with the SEC which means that
we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you
should read it with the same care. Later information that we file with the SEC will automatically update and
supersede this information. Accordingly, we incorporate by reference our Annual Report on Form 10-K for the
year ended December 31, 2004, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and
our Current Reports on Form 8-K dated January 27, 2005, February 14, 2005, April 7, 2005, May 2, 2005 and
July 15, 2005. We are also incorporating by reference all additional documents that we file with the SEC under
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 between the date of this prospectus supplement
and the time that all of the senior secured notes are sold in this offering. You can also find more information
about us from the sources described under "Where You Can Find More Information" in the accompanying
prospectus.
RISK FACTORS
Please refer to "Risk Factors" contained in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, which is incorporated by reference herein. These risk factors update the risk factors contained in
the accompanying prospectus, and therefore are intended to supersede those risk factors.
S-3
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CAPITALIZATION
The following table shows our capitalization, including short-term debt consisting of commercial paper
borrowings, as of March 31, 2005 and as adjusted to give effect to (1) the borrowing of $240 million in short-
term debt consisting of commercial paper borrowings and intercompany notes payable under our money pool
arrangement in connection with the transfer to us in May 2005 of 550 megawatts of combustion turbine electric
generation equipment at Pinckneyville and Kinmundy, Illinois by our affiliate, Ameren Energy Generating
Company and (2) the issuance of the senior secured notes offered by this prospectus supplement and the
application of the net proceeds from the senior secured notes as described under "Use of Proceeds."
As of March 31, 2005

Percent
Amount
As Adjusted
As

Adjusted
(in millions)
(in millions)

Short-term debt
$
384 $
328
5.7%
Long-term debt(1):

First mortgage bonds, including current maturities(2)

1,989
1,989
34.4
5.30% Senior Secured Notes due 2037

--
300
5.2
Other long-term debt (unsecured)

163
163
2.8

Total short-term debt and long-term debt

2,536
2,780
48.1
Preferred stock (not subject to mandatory redemption)

113
113
2.0
Common stockholder's equity

2,883
2,883
49.9

Total capitalization
$
5,532 $
5,776
100.0%

(1)
Does not reflect unamortized debt discount of $5 million.
(2)
Includes $1,360 million of senior secured notes secured by first mortgage bonds and approximately
$481 million of environmental improvement revenue indebtedness secured by first mortgage bonds.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the year ended December 31, 2003 was 7.24, for the year ended
December 31, 2004 was 6.26, for the three months ended March 31, 2005 was 4.19 and for the twelve months
ended March 31, 2005 was 6.17. For our ratios of earnings to fixed charges for each of the five years ended
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December 31, 2002, see "Ratios of Earnings to Fixed Charges" in the accompanying prospectus.
USE OF PROCEEDS
We estimate the net proceeds from the sale of the senior secured notes offered by this prospectus
supplement (after deducting underwriting commissions and our other expenses of the offering) will be
approximately $296.1 million. We will use the net proceeds to repay short-term debt consisting of commercial
paper borrowings and intercompany notes payable bearing annual interest rates of 3.37% and 3.27%,
respectively, at July 15, 2005.
S-4
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DESCRIPTION OF SENIOR SECURED NOTES
General
We are issuing $300,000,000 of senior secured notes which will mature on August 1, 2037. We will pay
interest on the senior secured notes on February 1 and August 1 of each year to holders of record on the
preceding January 15 and July 15, respectively. The first interest payment date is February 1, 2006. Interest on
the senior secured notes accrues from the date of original issuance at the rate per year set forth on the cover page
of this prospectus supplement. Interest will be calculated on the basis of a 360-day year of twelve 30-day months.
In the event that the maturity date, any redemption date or any interest payment date is not a business day, the
payment of principal, premium, if any, or interest payable on that date will be made on the succeeding day that is
a business day, without any interest or other payment in respect of the delay. A business day shall mean any
weekday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City
and State of New York, or in the city where the corporate trust office of The Bank of New York, the trustee under
the senior secured indenture, is located, are obligated or authorized by law to close.
We may from time to time, without the consent of the existing holders of the senior secured notes, create
and issue further senior secured notes having the same terms and conditions as the senior secured notes offered
by this prospectus supplement in all respects, except for the date of original issuance and the offering price.
Additional senior secured notes issued in this manner will be consolidated with, and form a single series with, the
previously outstanding senior secured notes.
The senior secured notes will be represented by one or more global securities, in registered form, without
coupons, and will be registered in the name of a nominee of The Depository Trust Company. For so long as the
senior secured notes are registered in the name of The Depository Trust Company, or its nominee, we will pay
the principal, premium, if any, and interest due on the senior secured notes to The Depository Trust Company for
payment to its participants for subsequent disbursement to the beneficial owners. See "Book-Entry System" in the
accompanying prospectus.
The senior secured notes will not contain any provisions that will require us to redeem, or permit the holders
to cause a redemption of, the senior secured notes, or that otherwise protect the holders of the senior secured
notes in the event that we incur substantial additional indebtedness, whether or not in connection with a change
of control.
Redemption
All or a portion of the senior secured notes may be redeemed at our option at any time or from time to time.
The redemption price for the senior secured notes to be redeemed on any redemption date will be equal to the
greater of the following amounts:
·
100% of the principal amount of the senior secured notes being redeemed on the redemption date;
or
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·
the sum of the present values of the remaining scheduled payments of principal and interest on the
senior secured notes being redeemed on that redemption date (not including any portion of any
payments of interest accrued to the redemption date) discounted to the redemption date on a
semiannual basis at the Adjusted Treasury Rate (as defined below) plus 20 basis points, as
determined by the Reference Treasury Dealer (as defined below);
plus, in each case, accrued and unpaid interest thereon to the redemption date. Notwithstanding the foregoing,
installments of interest on senior secured notes that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of
business on the relevant record date according to the senior
S-5
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secured notes and the senior secured indenture. The redemption price will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date
to each registered holder of the senior secured notes to be redeemed. Unless we default in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the senior secured notes or
portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the U.S. Treasury security selected by the Reference Treasury Dealer
as having a maturity comparable to the remaining term of the senior secured notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such senior secured notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (B) if the trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations, or (C) if only one Reference Treasury Dealer Quotation is
received, such quotation.
"Reference Treasury Dealer" means (A) Citigroup Global Markets Inc. or Lehman Brothers Inc. or their
respective affiliates which are primary U.S. Government securities dealers in New York City (each, a "Primary
Treasury Dealer"), and their respective successors; provided, however, that if any of the foregoing shall cease to
be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer; and (B) any other
Primary Treasury Dealer(s) selected by the trustee under the senior secured indenture after consultation with us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the trustee under the senior secured indenture, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding such redemption date.
Security
Upon the issuance of the senior secured notes, we will simultaneously issue and deliver to the trustee under
the senior secured indenture, as security for the senior secured notes, a series of our first mortgage bonds. These
senior note mortgage bonds will have the same interest rate, interest payment dates, stated maturity date and
redemption provisions, and will be in the same aggregate principal amount, as the senior secured notes to which
they relate. The senior note mortgage bonds will be issued on the basis of retired bonds. At July 18, 2005,
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