AMEREN CORP00010029100000100826false 0001002910 2020-03-20 2020-03-20 0001002910 aee:UnionElectricCompanyMember 2020-03-20 2020-03-20
 
 
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): March 20, 2020
 
         
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 registrants 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))
 
Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.01 par value per share
 
AEE
 
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
             
 
Emerging Growth Company
 
 
Ameren Corporation
 
☐
 
 
Union Electric Company
 
☐
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
             
Ameren Corporation
 
☐
 
 
Union Electric Company
 
☐
 
 
 
 
 
ITEM 8.01     Other Events.
On March 20, 2020, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $465 million principal amount of its 2.95% First Mortgage Bonds due 2030 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form
S-3
(File No.
 333-222108-02),
which became effective on December 15, 2017, and a Prospectus Supplement dated March 17, 2020, to a Prospectus dated December 15, 2017. Ameren Missouri received net offering proceeds of approximately $461.6 million, before expenses, upon closing of the transaction. Ameren Missouri intends to use the net offering proceeds to repay a portion of its short term debt, including short-term debt incurred in connection with its repayment at maturity of $85.0 million aggregate principal amount of its 5.00% senior secured notes due February 1, 2020.
This Current Report on Form
8-K
is being filed to report as exhibits certain documents in connection with the offering of the Bonds.
ITEM 9.01     Financial Statements and Exhibits.
(d)
Exhibits
         
Exhibit Number
 
 
Title
 
 
 
 
 
 
1
 
 
 
 
 
 
 
 
4.1*
 
 
Indenture of Mortgage and Deed of Trust, dated June 15, 1937, from Ameren Missouri to The Bank of New York Mellon, as successor trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 (Exhibit
B-1,
File No.
 2-4940).
 
 
 
 
 
 
4.2
 
 
 
 
 
 
 
 
5.1
 
 
 
 
 
 
 
 
5.2
 
 
 
 
 
 
 
 
104
 
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 
 
* Incorporated by reference as indicated.
 
 
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.
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/ Michael L. Moehn
 
     
Name:
 
Michael L. Moehn
Title:
 
Executive Vice President and
 
Chief Financial Officer
 
     
UNION ELECTRIC COMPANY
(Registrant)
 
     
By:
 
/s/ Martin J. Lyons, Jr.
 
     
Name:
 
Martin J. Lyons, Jr.
Title:
 
Chairman and President
 
Date: March 20, 2020
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