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UNION ELECTRIC PURCHASE OF AP&L MISSOURI PROPERTIES FINAL

 UNION ELECTRIC PURCHASE OF AP&L MISSOURI PROPERTIES FINAL
 ST. LOUIS, March 12 /PRNewswire/ -- Union Electric Company (NYSE: UEP) and Arkansas Power & Light Company today announced the completion of Union Electric's $63 million purchase of most of AP&L's retail properties in Missouri.
 The transaction gives Union Electric about 26,000 new customers and involves properties in 10 counties in southeastern Missouri, extending from the Arkansas border to areas near metropolitan St. Louis. These counties are adjacent to existing Union Electric service areas.
 The two companies signed a letter agreement in April 1990 and obtained approvals from the Missouri and Arkansas Public Service Commissions, the Federal Energy Regulatory Commission and the Securities and Exchange Commission to complete the transaction.
 The regulatory approvals also extended to the sale of AP&L's retail properties in Howell, Oregon and Taney counties in south central Missouri, where AP&L serves approximately 1,500 customers. Those properties are being purchased by Sho-Me Power Corporation for approximately $4 million and will be served by the Howell-Oregon Electric Cooperative.
 Documents for the sales to Union Electric and Sho-Me Power Corporation were signed today and take effect at 12:01 a.m. Friday, March 13. The transactions signify that AP&L is giving up its retail business in Missouri while remaining active in Missouri by selling wholesale power.
 The new UE customers should expect to receive a welcoming letter from Union Electric in the next few weeks.
 Union Electric will assume AP&L's franchise agreements with local cities and its lease agreements for buildings and vehicles in Missouri.
 The 80 AP&L employees serving this customer base are being offered employment with Union Electric. Electric company phone numbers and office locations will stay the same for customers in this new UE service area.
 The transaction specifies the terms of UE's purchase of 120 to 160 megawatts of wholesale power from AP&L for 10 years. Those terms include an option to extend that contract for an additional six years.
 The transaction also includes the sale of all of AP&L's distribution facilities in Missouri and most of AP&L's transmission facilities in Missouri. However, to serve two wholesale customers -- the cities of Campbell, Mo., and Thayer, Mo. -- AP&L will retain ownership of five transmission lines and five substations.
 AP&L also sold seven substations in Missouri to mining customers for approximately $900,000 and some transmission facilities to Associated Electric Cooperative, Inc., for about $1 million.
 AP&L and UE executives said the transaction will benefit both their companies and their customers. "Union Electric can efficiently and effectively serve this area's customer base because of our strong presence in the state," said C.W. Mueller, Union Electric senior vice president for administrative services. "The purchase is an excellent fit for our strategic direction and existing market area."
 AP&L President Drake Keith said AP&L will use the proceeds from the sale to retire high interest debt, helping to delay the need for a general rate increase. The sale also will save AP&L the expense of meeting regulatory requirements in Missouri -- a state where the company has a relatively small number of customers, he said.
 Based in St. Louis, Union Electric provides energy to more than 1 million customers in a 25,000-square-mile service area in Missouri, Illinois and Iowa.
 Arkansas Power & Light Company, with headquarters in Little Rock, Ark., provides electricity to 575,000 customers in 63 of Arkansas' 75 counties. AP&L is an operating company of Entergy Corporation (NYSE: ETR), which serves 1.7 million customers in Louisiana, Mississippi and Arkansas.
 -0- 3/12/92
 /CONTACT: Susan Gallagher of Union Electric, 314-554-2175, or Jerol Garrison of AP&L, 501-377-3545/
 (ETR UEP) CO: Union Electric Company; Arkansas Power & Light Company; Sho-Me
 Power Corporation ST: Missouri, Arkansas IN: UTI SU: TNM


BN-BR -- AT015 -- 7769 03/12/92 12:24 EST
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Date:Mar 12, 1992
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