8-KThe WireRoutine
Company Update
Filed Jun 15, 2007 · 19y ago · Accession 0001104659-07-048031
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): June 15, 2007
Exact Name of
Registrant
as specified in its charter;
Commission
State of
Incorporation;
IRS Employer
File Number
Address and
Telephone Number
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 June 15, 2007, Union Electric Company (the Company), a subsidiary
of Ameren Corporation, issued and sold $425,000,000 principal amount of its
6.40% Senior Secured Notes due 2017 (the Notes), pursuant to a Registration
Statement on Form S-3 (Nos. 333-128517 and 333-128517-01), which was
declared effective on October 20, 2005, and a Prospectus Supplement dated June
12, 2007 to a Prospectus dated October 20, 2005. 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. FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits.
*1.1
Underwriting Agreement, dated June 12, 2007 between
the Company and BNY Capital Markets, Inc., Goldman, Sachs & Co. and UBS
Securities 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
Indenture of Mortgage and Deed of Trust dated June
15, 1937, from the Company to The Bank of New York (successor trustee to Bank
of America, National Association, formerly Boatmens Trust Company), as
trustee (Annual Report on Form 10-K for the year ended December 31, 2006,
Exhibit 4.4).
*4.5
Supplemental Indenture dated June 1, 2007 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 KK 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: June 15, 2007
3
Exhibit Index
Exhibit No.
Description
*1.1
Underwriting Agreement,
dated June 12, 2007 between the Company and BNY Capital Markets, Inc.,
Goldman, Sachs & Co. and UBS Securities 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
Indenture of Mortgage
and Deed of Trust dated June 15, 1937, from the Company to The Bank of New
York (successor trustee to Bank of America, National Association, formerly
Boatmens Trust Company), as trustee (Annual Report on Form 10-K for the year
ended December 31, 2006, Exhibit 4.4).
*4.5
Supplemental Indenture
dated June 1, 2007 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 KK 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
- Jun 15, 2007
- Report date
- Jun 15, 2007
- Document
- a07-16792_18k.htm
- Size
- 631 KB