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As filed with the Securities and Exchange Commission on December 14, 2000
Registration No. 333-48794
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE LACLEDE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Missouri 4924 74-2976503
(State or other jurisdiction of (Primary standard industrial (IRS employer
incorporation or organization) classification code number) identification number)
</TABLE>
720 Olive Street, St. Louis, Missouri 63101, 314-342-0500
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
The Laclede Group, Inc., 720 Olive Street,
St. Louis, Missouri 63101, 314-342-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
GERALD T. McNEIVE, JR., ESQ. TODD W. ECKLAND, ESQ.
MARY C. KULLMAN, ESQ. Winthrop, Stimson, Putnam & Roberts
The Laclede Group, Inc. One Battery Park Plaza
720 Olive Street New York, New York 10004-1490
St. Louis, Missouri 63101 (212) 858-1000
(314) 342-0500 Fax: (212) 858-1500
Fax: (314) 421-1979
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND THE
EFFECTIVE TIME OF THE MERGER OF THE REGISTRANT AND LACLEDE GAS COMPANY AS
DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.
If the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
-----------
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to such section 8(a), may determine.
============================================================================
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[logo]
LACLEDE GAS COMPANY
Notice of
ANNUAL MEETING
OF SHAREHOLDERS
and
PROXY STATEMENT
JANUARY 25, 2001
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[logo]
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME 10:00 a.m. on Thursday, January 25, 2001
PLACE Marriott Pavilion Hotel
One Broadway
St. Louis, Missouri
ITEMS OF BUSINESS 1. TO ELECT THREE MEMBERS OF THE BOARD OF
DIRECTORS for three-year terms.
2. TO RATIFY THE APPOINTMENT OF DELOITTE &
TOUCHE LLP as our independent auditors for
the 2001 fiscal year.
3. TO CONSIDER AND ACT UPON A PROPOSAL
by the board of directors of Laclede Gas
Company to approve an agreement and plan
of merger and reorganization dated as of
October 26, 2000 (a copy of which is
attached as Appendix A to the attached
proxy statement/prospectus) to effect a
reorganization of Laclede Gas Company
into a holding company structure.
4. TO TRANSACT SUCH OTHER BUSINESS as
may properly come before the meeting and
any adjournment or postponement.
RECORD DATE You can vote if you are a common shareholder
of record on December 11, 2000.
ANNUAL REPORT Our 2000 annual report was mailed with the attached
proxy statement/prospectus.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE VOTE IN ONE OF THREE WAYS: USE THE TOLL FREE TELEPHONE NUMBER
SHOWN ON YOUR PROXY CARD; VISIT THE WEBSITE SHOWN ON YOUR PROXY CARD TO VOTE
VIA THE INTERNET; OR MARK, SIGN, DATE AND PROMPTLY RETURN THE PROXY CARD IN THE
ENCLOSED, PRE-ADDRESSED, POSTAGE PAID ENVELOPE. IF YOUR SHARES ARE HELD BY A
BROKER, BANK OR NOMINEE, IT IS IMPORTANT THAT YOU GIVE THEM YOUR VOTING
INSTRUCTIONS.
If the agreement and plan of merger and reorganization is approved by
Laclede Gas Company common shareholders and the reorganization occurs, a holder
of record of Laclede Gas Company common shares on the record date who dissents
and does not vote "FOR" the reorganization is entitled to receive payment in
cash if that holder follows the procedures provided in Section 351.455 of the
General and Business Corporation Law of Missouri, attached as Appendix D to the
attached proxy statement/prospectus. Further information regarding voting rights
and the business to be transacted at this annual meeting is set forth in the
proxy statement/prospectus.
By the order of the Board of Directors,
December 15, 2000 MARY CAOLA KULLMAN
Secretary
The attached proxy statement/prospectus is dated December 15, 2000 and is first
being mailed to shareholders on December 15, 2000.
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<PAGE>
PROXY STATEMENT
OF
LACLEDE GAS COMPANY
------------------
PROSPECTUS
OF
THE LACLEDE GROUP, INC.
-----------------
This proxy statement/prospectus combines a proxy statement for the
annual meeting of shareholders of Laclede Gas Company with a prospectus of The
Laclede Group, Inc. The proxy that accompanies this proxy statement/prospectus
is being solicited by the Laclede Gas board of directors. The annual meeting of
shareholders will be held at 10:00 a.m., Central Time, on January 25, 2001 at
the Marriott Pavilion Hotel, One Broadway, St. Louis, Missouri.
The board of directors proposes to reorganize Laclede Gas into a
holding company structure as a means of achieving corporate and asset
separations. Under the terms of the agreement and plan of merger and
reorganization, all of the outstanding shares of Laclede Gas common stock will
be exchanged on a share-for-share basis for shares of The Laclede Group common
stock. Thus, when the merger is completed, each person who owned Laclede Gas
common stock immediately prior to that time (other than dissenting shareholders)
will own the same number of shares of The Laclede Group common stock after
the merger and reorganization. For your convenience, we have attached a copy of
the legal document that creates the holding company structure to this proxy
statement/prospectus as Appendix A.
After completion of the proposed reorganization and receipt of all
necessary regulatory and other approvals, all of Laclede Gas gas distribution
assets will continue to be owned by Laclede Gas, and The Laclede Group, of which
you will be a shareholder if you participate in the share exchange as part of
the reorganization, will be the sole shareholder of Laclede Gas.
In the event the shareholders of Laclede Gas approve the proposed
reorganization into a holding company structure, The Laclede Group will issue up
to 20 million shares of its common stock in exchange for shares of Laclede Gas
common stock. We intend to apply for the listing of these shares on the New York
Stock Exchange following completion of the proposed reorganization under the
symbol "LG." We anticipate that at that time Laclede Gas common stock will be
delisted.
If the reorganization is implemented, you will be required to surrender
your Laclede Gas common stock certificates for common stock certificates
representing shares of The Laclede Group.
Holders of Laclede Gas common stock of record at the close of business
on December 11, 2000 are entitled to notice of, and may vote at, the annual
meeting. Holders of Laclede Gas common stock may be entitled to assert
dissenters' rights under Sections 351.455 of the General and Business
Corporation Law of Missouri in connection with the reorganization. This proxy
statement/prospectus contains a summary of the dissenters' rights provisions of
the General and Business Corporation Law of Missouri (see "Proposal 3--
Reorganization of Laclede Gas Company--Right of dissenting shareholders to
receive payment for shares") and a copy of Section 351.455 of the General and
Business Corporation Law of Missouri (Appendix D).
SEE "RISK FACTORS" ON PAGES 10 AND 11 OF THIS PROXY STATEMENT/
PROSPECTUS FOR CERTAIN CONSIDERATIONS RELEVANT IN DETERMINING WHETHER OR NOT
TO VOTE FOR THE REORGANIZATION.
1
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In addition, at the annual meeting, the common shareholders of Laclede
Gas will be asked to elect three persons to the Laclede Gas board of directors,
each to serve a term of three years.
Lastly, at the annual meeting, the common shareholders of Laclede Gas
will be asked to ratify the appointment of Deloitte & Touche LLP as independent
public accountants for the fiscal year 2001.
The principal executive offices of both Laclede Gas and The Laclede
Group are located at 720 Olive Street, St. Louis, Missouri 63101, telephone
number (314) 342-0500.
Laclede Gas will mail this proxy statement/prospectus, together with
the accompanying proxy solicited by its board of directors, to Laclede Gas
shareholders on or about December 15, 2000. The date of this proxy statement/
prospectus is December 15, 2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN
CONNECTION WITH THE MERGER AND REORGANIZATION OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND
FINANCIAL INFORMATION ABOUT LACLEDE GAS THAT IS NOT INCLUDED IN OR DELIVERED
WITH THIS DOCUMENT. PLEASE SEE "WHERE YOU CAN FIND MORE INFORMATION" FOR MORE
INFORMATION REGARDING WHAT DOCUMENTS HAVE BEEN INCORPORATED AND HOW YOU CAN
OBTAIN COPIES OF THOSE DOCUMENTS.
DECEMBER 15, 2000
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<TABLE>
TABLE OF CONTENTS
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PAGE
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WHERE YOU CAN FIND MORE INFORMATION..................................................... 5
SUMMARY................................................................................. 6
What is the holding company proposal?................................................ 6
Why is this holding company reorganization being recommended?........................ 6
What will be the name of the holding company?........................................ 6
Who will manage The Laclede Group?................................................... 7
What shareholder vote is required to approve the reorganization?..................... 7
I own my shares through a broker. Will my broker vote my shares on the
holding company proposal for me?................................................... 7
What are the recommendations to shareholders?........................................ 7
Will I continue to receive dividends?................................................ 7
What will happen to my shares of Laclede Gas common stock?........................... 7
What will happen to my shares of Laclede Gas preferred stock? Will Laclede Gas
debt be exchanged?................................................................. 7
What are the comparative shareholders' rights?....................................... 8
What will happen to my shares in the Laclede Gas dividend reinvestment and
stock purchase plan?............................................................... 8
What will happen to my shares of Laclede Gas that I hold in Laclede Gas'
savings plan?...................................................................... 8
What are the federal income tax effects to me of this proposal?...................... 8
Will I have to physically exchange my Laclede Gas common stock certificates
for The Laclede Group common stock certificates?.................................... 8
What should I do now?................................................................ 8
Whom should I call with questions?................................................... 9
What is the business of The Laclede Group? What will its business be after
the proposed merger is completed?................................................... 9
When will the holding company structure be implemented?.............................. 9
When will the annual shareholders meeting be held?................................... 9
Are there any statutory dissenters' rights?.......................................... 9
Will The Laclede Group and Laclede Gas be regulated after
the reorganization?................................................................ 9
What are the conditions to the reorganization?....................................... 9
When and how may the agreement and plan of merger and reorganization
be amended or terminated?.......................................................... 10
RISK FACTORS............................................................................ 10
Losses from unregulated activities are not recoverable through gas rates............. 10
Dividends on The Laclede Group common stock will be dependent
on dividends paid by Laclede Gas................................................... 10
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS........................................................................... 11
INFORMATION ABOUT THE ANNUAL SHAREHOLDERS MEETING....................................... 11
Introduction......................................................................... 11
Annual meeting admission............................................................. 11
Who can vote......................................................................... 11
How you can vote..................................................................... 11
How you may revoke or change your vote............................................... 12
Other voting matters................................................................. 12
How votes are counted................................................................ 12
Adjournments......................................................................... 13
Section 16(a) beneficial ownership reporting compliance.............................. 13
PROPOSAL 1: ELECTION OF DIRECTORS...................................................... 14
Information about nominees and directors............................................. 14
The board of directors and committees of the board................................... 15
Beneficial ownership of Laclede Gas common stock..................................... 16
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PAGE
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Compensation of executive officers and directors..................................... 17
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS................................................................... 26
PROPOSAL 3: REORGANIZATION OF LACLEDE GAS COMPANY...................................... 26
General.............................................................................. 26
Reasons for the reorganization....................................................... 27
The agreement and plan of merger and reorganization.................................. 28
Vote required........................................................................ 28
Regulatory matters and approval...................................................... 28
Accounting treatment................................................................. 29
Conditions to effectiveness of the reorganization.................................... 29
Exchange of stock certificates....................................................... 29
Preferred stock of Laclede Gas after the reorganization.............................. 30
Transfer of Laclede Gas subsidiaries to The Laclede Group............................ 30
Dividend reinvestment and common stock purchase plan................................. 31
Laclede Gas employee and director stock plans........................................ 31
Amendment or termination of the agreement and plan of merger and
reorganization .................................................................... 31
Listing of The Laclede Group common stock............................................ 32
Dividend policy...................................................................... 32
Federal income tax consequences...................................................... 32
Description of The Laclede Group capital stock....................................... 33
Possible anti-takeover effect of provisions of The Laclede Group's
articles of incorporation and bylaws............................................... 34
Shareholder protection statutes...................................................... 35
Differences in rights of The Laclede Group and Laclede Gas shareholders.............. 35
Business of The Laclede Group........................................................ 37
Regulation of The Laclede Group, Laclede Gas and
subsidiaries after the reorganization.............................................. 37
Right of dissenting shareholders to receive payment for shares....................... 38
Management of The Laclede Group...................................................... 39
Financial statements................................................................. 39
Legal opinions....................................................................... 39
Experts.............................................................................. 39
OTHER MATTERS........................................................................... 40
Requirements, including deadlines, for submission of proxy proposals,
nomination of directors and other business of shareholders......................... 40
Cost of proxy solicitation........................................................... 40
APPENDIX A--AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
APPENDIX B--ARTICLES OF INCORPORATION OF THE LACLEDE GROUP, INC.
APPENDIX C--BYLAWS OF THE LACLEDE GROUP, INC.
APPENDIX D--PROVISIONS OF THE GENERAL AND BUSINESS CORPORATION LAW OF MISSOURI
RELATING TO RIGHTS OF DISSENTING SHAREHOLDERS
APPENDIX E--AUDIT COMMITTEE CHARTER
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
Laclede Gas files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any of
these materials we file at the SEC's public reference room at 450 Fifth St.,
N.W., Washington, D.C. 20549. You may obtain information on the operation of
the SEC's public reference rooms by calling the SEC at 1-800-SEC-0330.
Laclede Gas' filings with the SEC are also available to the public over the
Internet at the SEC's web site at http://www.sec.gov and at Laclede Gas' web
site at http://www.lacledegas.com. Other information on Laclede Gas' website
is not a part of this proxy statement/prospectus. Following the merger, The
Laclede Group will make these filings, and they will be available to the public
over the Internet at the SEC's web site at http://www.sec.gov.
The Laclede Group has filed a registration statement on Form S-4 to
register with the SEC its common stock to be issued to Laclede Gas common
shareholders in the merger and reorganization. This document is a part of
that registration statement and constitutes a prospectus of The Laclede
Group, in addition to being part of the annual meeting proxy statement of
Laclede Gas. As allowed by the SEC's rules, this proxy statement/prospectus
does not contain all of the information you can find in the registration
statement or the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" information into
this proxy statement/prospectus. This means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is deemed to be part
of this proxy statement/prospectus, except for any information superseded
by information in this proxy statement/prospectus. This proxy statement/
prospectus incorporates by reference the documents set forth below that we
have previously filed with the SEC. These documents contain important
information about Laclede Gas and its finances.
* Annual Report on Form 10-K for the year ended September 30, 2000
* Current Report on Form 8-K filed October 27, 2000
We are also incorporating by reference additional documents that we
file with the SEC pursuant to sections 13(a), 13(c), 14 or 15(d) under the
Securities Exchange Act of 1934 between the date of this proxy statement/
prospectus and the date of the meeting of our shareholders. You can obtain any
of the incorporated documents by contacting us or the SEC.
IF YOU WOULD LIKE TO REQUEST DOCUMENTS FROM US, INCLUDING ANY DOCUMENTS
WE MAY SUBSEQUENTLY FILE WITH THE SEC PRIOR TO THE ANNUAL MEETING, PLEASE DO SO
NO LATER THAN JANUARY 18, 2001 TO OBTAIN TIMELY DELIVERY. WE WILL SEND YOU THE
DOCUMENTS INCORPORATED BY REFERENCE WITHOUT CHARGE, EXCLUDING EXHIBITS, UNLESS
WE HAVE SPECIFICALLY INCORPORATED THE EXHIBIT BY REFERENCE IN THIS PROXY
STATEMENT/PROSPECTUS. You may obtain documents incorporated by reference in
this proxy statement/prospectus by requesting them in writing or by telephone
from:
Shareholder Relations
Laclede Gas Company
720 Olive Street, Room 1527
St. Louis, MO 63101
314-342-0873
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS TO VOTE ON THE PROPOSALS DESCRIBED
IN THIS DOCUMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS.
THIS PROXY STATEMENT/PROSPECTUS IS DATED DECEMBER 15, 2000. YOU SHOULD NOT
ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROXY STATEMENT/PROSPECTUS,
AND NEITHER THE MAILING OF THIS PROXY STATEMENT/PROSPECTUS TO SHAREHOLDERS NOR
THE ISSUANCE OF COMMON STOCK IN THE MERGER AND REORGANIZATION SHALL CREATE ANY
IMPLICATION TO THE CONTRARY. IN THE EVENT ANY INFORMATION CONTAINED IN THIS
PROXY STATEMENT/PROSPECTUS IS MATERIALLY CHANGED AFTER ITS MAILING DATE,
LACLEDE GAS WILL RECIRCULATE THE PROXY STATEMENT/PROSPECTUS TO COMMON
SHAREHOLDERS.
5
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SUMMARY
This summary highlights selected information from this proxy statement/
prospectus, and may not contain all of the information that is important to you.
To understand the proposal to reorganize Laclede Gas into a holding company
structure and for a more complete description of the legal terms of the
agreement and plan of merger and reorganization, you should carefully read the
entire proxy statement/prospectus and the other documents to which we have
referred you. For information on how to obtain the documents we have filed with
the SEC, see "Where You Can Find More Information" on page 5. We have included
page references to direct you to a more complete description of the topics
presented in this summary.
WHAT IS THE HOLDING COMPANY PROPOSAL?
We are proposing to reorganize our corporate structure to form a
holding company that will have as its subsidiaries Laclede Gas and the present
subsidiaries of Laclede Gas. Upon consummation of the merger, The Laclede Group
common shares will be held by the former holders of Laclede Gas common shares.
The present corporate structure and proposed corporate structures after
completion of the merger are shown below. The Laclede Group will become the
holding company and it is anticipated that Laclede Pipeline Company, Laclede
Investment Corporation and its subsidiaries as well as Laclede Development
Company and its subsidiary, all of which are current subsidiaries of Laclede
Gas, will become subsidiaries of The Laclede Group. After completion of the
merger, The Laclede Group may create new subsidiaries and reorganize further
its existing subsidiaries as needs arise and are addressed.
<TABLE>
<CAPTION>
PRESENT STRUCTURE
Laclede Gas Company
<S> <C> <C> <C>
Laclede Investment Corporation Laclede Development Company Laclede Pipeline Company The Laclede Group, Inc.
Laclede Energy Resources, Inc. Laclede Venture Corp. Laclede Acquisition Inc.
Laclede Gas Family Services, Inc.
<CAPTION>
PROPOSED STRUCTURE
The Laclede Group, Inc.
<S> <C> <C> <C>
Laclede Gas Company Laclede Investment Corporation Laclede Development Company Laclede Pipeline Company
Laclede Energy Resources, Inc. Laclede Venture Corp.
Laclede Gas Family Services, Inc.
</TABLE>
WHY IS THIS HOLDING COMPANY REORGANIZATION BEING RECOMMENDED?
The primary purpose of this proposal is to allow Laclede Gas and its
affiliates to strive for excellence as a utility and to compete more effectively
in the regulated and non-regulated, energy-related markets. We believe the
holding company structure will provide greater flexibility and opportunity to
execute strategies in these markets. For a further discussion of these and other
related factors, please see "Reasons for the reorganization," beginning on
page 27.
WHAT WILL BE THE NAME OF THE HOLDING COMPANY?
The Laclede Group, Inc.
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WHO WILL MANAGE THE LACLEDE GROUP?
The current directors of Laclede Gas will also become the directors of
The Laclede Group. Some principal executive officers of Laclede Gas are also
executive officers of The Laclede Group. See "Management of The Laclede Group"
beginning on page 39.
WHAT SHAREHOLDER VOTE IS REQUIRED TO APPROVE THE REORGANIZATION?
At least two-thirds of the outstanding shares of Laclede Gas common
stock must be voted "FOR" Proposal 3 at the annual meeting to approve the
holding company reorganization. For purposes of determining whether the holding
company reorganization has been approved, abstentions or broker non-votes will
not be counted in favor of adoption of the proposal, but instead will have the
effect of votes against the proposal. The Laclede Gas directors and executive
officers combined beneficially own approximately 6.5% of the outstanding shares
of Laclede Gas common stock.
I OWN MY SHARES THROUGH A BROKER. WILL MY BROKER VOTE MY SHARES ON THE HOLDING
COMPANY PROPOSAL FOR ME?
YOUR BROKER WILL ONLY VOTE FOR YOU ON THE HOLDING COMPANY PROPOSAL IF
YOU HAVE GIVEN SPECIFIC INSTRUCTIONS TO YOUR BROKER ON HOW TO VOTE. Your broker
should have sent you a proxy card for your vote. Unless you sign and return that
proxy card to your broker, your broker cannot vote on the holding company
proposal, which will have the effect of a vote "against" the holding company
proposal. Therefore, we strongly urge that you vote your proxy. Please see "How
votes are counted," beginning on page 12.
WHAT ARE THE RECOMMENDATIONS TO SHAREHOLDERS?
The Laclede Gas board of directors has unanimously adopted the
agreement and plan of merger and reorganization. It believes the reorganization
to be in the best interests of Laclede Gas and its shareholders and recommends
that the holders of Laclede Gas common stock vote "FOR" the holding company
reorganization.
The board of directors of Laclede Gas also recommends a vote "FOR" the
election of all director nominees and the ratification of independent public
accountants.
WILL I CONTINUE TO RECEIVE DIVIDENDS?
We anticipate that the board of directors of The Laclede Group will
continue the current common stock dividend rate and policy, but this practice is
always subject to change at the discretion of the board of directors. Dividends
paid by The Laclede Group on its common stock will, at least initially, depend
primarily upon the financial performance and the financial position of its
utility subsidiary, Laclede Gas. The reorganization into a holding company
structure will not affect Laclede Gas preferred stock dividends. See "Dividend
policy," page 32.
WHAT WILL HAPPEN TO MY SHARES OF LACLEDE GAS COMMON STOCK?
If the holding company structure is adopted, your shares of common
stock of Laclede Gas will be converted into the same number of shares of common
stock of the new holding company. The common stock of the new holding company
will have the same voting rights as the current shares of Laclede Gas common
stock, except there will be no cumulative voting in the election of directors of
The Laclede Group. See "Description of The Laclede Group capital stock,"
beginning on page 33.
WHAT WILL HAPPEN TO MY SHARES OF LACLEDE GAS PREFERRED STOCK? WILL LACLEDE GAS
DEBT BE EXCHANGED?
If you own shares of preferred stock, they will remain issued and
outstanding as shares of preferred stock of Laclede Gas. If the holding company
proposal is adopted, your rights as a holder of preferred stock of Laclede Gas
will not change.
Laclede Gas outstanding debt, including its first mortgage bonds, will
remain the obligations of Laclede Gas and will not become obligations of The
Laclede Group.
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WHAT ARE THE COMPARATIVE SHAREHOLDERS' RIGHTS?
When the reorganization is completed, holders of Laclede Gas common
stock will automatically become holders of The Laclede Group common stock.
Rights of The Laclede Group shareholders will be governed by The Laclede Group
articles of incorporation and bylaws and by the General and Business Corporation
Law of Missouri.
The preferred stock of Laclede Gas outstanding as of the date of the
reorganization will remain outstanding as shares of preferred stock of Laclede
Gas.
The Laclede Group's articles of incorporation and bylaws will give it
broad corporate powers to engage in any lawful activity for which a corporation
may be formed under Missouri law. They will also include indemnification and
nomination and proposal submission provisions substantially similar to those
currently included in the articles of incorporation and bylaws of Laclede Gas.
Additional information regarding the rights of holders of The Laclede Group
common stock are summarized in the section of this proxy statement/prospectus
entitled "Differences in rights of The Laclede Group and Laclede Gas
shareholders," beginning on page 35.
WHAT WILL HAPPEN TO MY SHARES IN THE LACLEDE GAS DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN?
Your shares in this plan will automatically be converted into an equal
number of shares of The Laclede Group common stock. The Laclede Group will adopt
the plan and continue it using shares of The Laclede Group common stock. See
"Dividend reinvestment and stock purchase plan," page 31.
WHAT WILL HAPPEN TO MY SHARES OF LACLEDE GAS THAT I HOLD IN THE LACLEDE GAS
SAVINGS PLAN? (THIS QUESTION APPLIES TO EMPLOYEES AND RETIREES)
These shares will automatically be converted into an equal number of
shares of The Laclede Group common stock. The plans will continue to operate
using shares of The Laclede Group common stock in each of the Company Stock
Funds for those plans. See "Laclede Gas employee and director stock plans,"
page 31.
WHAT ARE THE FEDERAL INCOME TAX EFFECTS TO ME OF THIS PROPOSAL?
In the opinion of our legal counsel, for federal income tax purposes,
no income gain or loss will be recognized by shareholders on the exchange of
Laclede Gas common stock for The Laclede Group common stock and your tax basis
will remain the same. See "Federal income tax consequences," beginning on
page 32.
WILL I HAVE TO PHYSICALLY EXCHANGE MY LACLEDE GAS COMMON STOCK CERTIFICATES FOR
THE LACLEDE GROUP COMMON STOCK CERTIFICATES?
Upon the effectiveness of the merger, your Laclede Gas common stock
certificates will automatically represent an equal number of shares of The
Laclede Group common stock. Promptly after the effectiveness of the merger, The
Laclede Group will send to each person who was a Laclede Gas common shareholder
of record immediately prior to the effectiveness of the merger written
instructions and transmittal material for use in surrendering Laclede Gas
common stock certificates to the transfer agent and receiving a new certificate
or certificates of The Laclede Group common stock. See "Exchange of stock
certificates," beginning on page 29.
WHAT SHOULD I DO NOW?
Please vote your shares in one of three ways: using the toll free
telephone number shown on your proxy card; visiting the website shown on your
proxy card to vote via the Internet; or filling out and mailing your proxy card
in the enclosed pre-addressed, postage paid envelope. If you hold your shares
through a broker, bank or other holder of record, please follow the directions
provided by them for giving your voting instructions.
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WHOM SHOULD I CALL WITH QUESTIONS?
We have established a special toll-free telephone number with
representatives to answer your questions. Morrow & Co, our proxy solicitor, will
be responding to those calls. This service is available from 9:00 a.m. to 5:00
p.m. central time, Monday through Friday. The number is 1-800-607-0088.
WHAT IS THE BUSINESS OF THE LACLEDE GROUP? WHAT WILL ITS BUSINESS BE AFTER THE
PROPOSED MERGER IS COMPLETED?
The Laclede Group is currently a wholly owned subsidiary of Laclede Gas
and was incorporated in Missouri for the purpose of implementing the proposed
holding company reorganization. The Laclede Group does not currently own any
assets or engage in any business. See "Business of The Laclede Group," page 37.
The address of The Laclede Group is:
The Laclede Group, Inc.
720 Olive Street
St. Louis, MO 63101
After the proposed merger is completed, The Laclede Group will own the
common stock of Laclede Gas and those companies that are now direct subsidiaries
of Laclede Gas.
WHEN WILL THE HOLDING COMPANY STRUCTURE BE IMPLEMENTED?
We plan to implement the holding company structure as soon as possible
after the annual meeting. This implementation, however, is subject to regulatory
approval and completion of required filings and other conditions. See
"Regulatory matters and approval," beginning on page 28.
WHEN WILL THE ANNUAL SHAREHOLDERS MEETING BE HELD?
The Laclede Gas annual shareholders meeting will be held on Thursday,
January 25, 2001. At this meeting, Laclede Gas common shareholders will be
asked, among other things, to consider and act upon the agreement and plan of
merger and reorganization that will establish the holding company structure.
You are entitled to vote at the meeting if you were a shareholder of
record of Laclede Gas common stock at the close of business on December 11,
2000, the record date.
ARE THERE ANY STATUTORY DISSENTERS' RIGHTS?
If the proposed merger is completed, holders of common stock of Laclede
Gas will have statutory dissenters' rights if they comply with the requirements
of Section 351.455 of the General and Business Corporation Law of Missouri. See
"Right of dissenting shareholders to receive payment for shares," beginning on
page 38, and Appendix D for a description of the procedures required to be
followed to perfect these rights.
WILL THE LACLEDE GROUP AND LACLEDE GAS BE REGULATED AFTER THE REORGANIZATION?
Following the holding company reorganization, Laclede Gas will continue
to be regulated by the Missouri Public Service Commission. As a result of the
reorganization, The Laclede Group will become a holding company under the Public
Utility Holding Company Act of 1935 but will be exempt from all provisions of
that Act except Section 9(a)(2). See "Regulation of The Laclede Group, Laclede
Gas Company and subsidiaries after the reorganization," beginning on page 37.
WHAT ARE THE CONDITIONS TO THE REORGANIZATION?
Completion of the reorganization depends on meeting some conditions,
including:
* Receipt of all required regulatory and third party approvals and
consents on acceptable terms;
* Approval by the shareholders of Laclede Gas common stock at the
annual meeting;
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* Approval to list the common stock of The Laclede Group on the New
York Stock Exchange; and
* Receipt of an acceptable opinion of counsel regarding the federal
income tax status of the merger and reorganization.
See "Conditions to effectiveness of the reorganization," page 29.
WHEN AND HOW MAY THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BE AMENDED
OR TERMINATED?
The boards of directors of Laclede Gas, The Laclede Group and Laclede
Acquisition Inc. may amend the terms of the agreement and plan of merger and
reorganization at any time prior to its approval by Laclede Gas common
shareholders. Laclede Acquisition Inc. is a Missouri corporation created to
participate in the merger process whereby The Laclede Group will become the
holding company of Laclede Gas. These boards of directors may amend these terms
after shareholder approval unless the amendment would, in the sole judgment of
the board of directors of Laclede Gas, materially and adversely affect the
rights of the shareholders of Laclede Gas. If the agreement and plan of merger
and reorganization is materially amended, Laclede Gas will recirculate a proxy
statement/prospectus describing the amendment.
If the Laclede Gas board of directors determines, in its sole judgment,
that the merger and reorganization would be inadvisable, or not in the best
interests of Laclede Gas or its shareholders, it may terminate the agreement and
abandon the reorganization at any time, even after shareholder approval. See
"Amendment or termination of the agreement and plan of merger and
reorganization," page 31 and Appendix A.
RISK FACTORS
The proposed holding company reorganization will not change the nature
or extent of the regulated and unregulated business currently being conducted by
Laclede Gas and its subsidiaries. However, Laclede Gas shareholders should bear
in mind the risk factors that are associated with their investment, which are
summarized below.
LOSSES FROM UNREGULATED ACTIVITIES ARE NOT RECOVERABLE THROUGH GAS RATES.
Losses from unregulated activities are not recoverable through gas
rates, even under the present corporate structure. However, the holding company
structure will allow greater opportunities for investments in unregulated
businesses. These new investments may be in highly competitive markets, which
will involve different, and greater, investment risk than the regulated utility
business. There can be no assurance that these businesses will be successful or,
if unsuccessful, that they will not have a direct or indirect adverse effect on
The Laclede Group. If losses are incurred in these activities, they will not be
recoverable in utility rates of Laclede Gas, and they could adversely affect
the market value of the common stock of The Laclede Group.
DIVIDENDS ON THE LACLEDE GROUP COMMON STOCK WILL BE DEPENDENT ON DIVIDENDS PAID
BY LACLEDE GAS.
For a period of time following the completion of the proposed merger,
the funds required by The Laclede Group to enable it to pay dividends on The
Laclede Group common stock are expected to be derived predominantly from the
dividends paid to it by Laclede Gas. Accordingly, the ability of The Laclede
Group to pay dividends, as a practical matter, will be governed by the ability
of Laclede Gas to pay common stock dividends. The ability of Laclede Gas to pay
dividends on its common stock will continue to be subject to the preferential
dividend rights of the owners of Laclede Gas outstanding preferred stock and to
the common stock dividend restrictions currently contained in its mortgage and
deed of trust. Although it has no present intention to do so, The Laclede Group
may need to issue preferred stock in the future to meet its capital
requirements. This additional stock would have preferential dividend rights.
Because Laclede Gas will remain subject to regulation by the Missouri Public
Service Commission, the amount of earnings and dividends will continue to be
affected by the manner in which the Missouri Public Service Commission regulates
Laclede Gas. It is expected that the transfer of Laclede Gas subsidiaries to
The Laclede Group will not have a significant adverse effect on the ability of
Laclede Gas to pay common stock dividends to The
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Laclede Group since Laclede Gas will retain the assets that account for a
substantial portion of its net earnings. There can be no guarantee, however,
of the amount of the initial quarterly dividend on The Laclede Group common
stock or of the payment of future dividends by The Laclede Group as the
declaration of dividends will be dependent primarily on the receipt of future
dividends from subsidiaries of The Laclede Group, including Laclede Gas, which,
in turn, will be dependent upon the future earnings and financial condition of
these subsidiaries.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Matters discussed in this proxy statement/prospectus, excluding
historical information, include forward-looking statements. Words including, but
not limited to, "estimates," "expects," "plans," "anticipates," "intends" and
"believes," and variations of these words, identify forward-looking statements
that involve uncertainties and risks. Forward-looking statements include, but
are not limited to, the information concerning possible or assumed future
results of operations of The Laclede Group, Laclede Gas and their subsidiaries
set forth under "Summary," "Reasons for the reorganization" and "Dividend
policy." Although Laclede Gas and The Laclede Group believe these
forward-looking statements are based on reasonable assumptions, they cannot give
assurance that every objective will be reached. Laclede Gas and The Laclede
Group make these statements in reliance upon the safe harbor protections
provided under the Private Securities Litigation Reform Act of 1995. Examples of
factors that could cause actual results to differ materially from the beliefs
described herein include, but are not limited to, variations in weather,
regulatory actions, decisions and initiatives, legislative initiatives and
increased competition. The latest Annual Report on Form 10-K includes a
description of other important factors that could cause results to differ
materially from those in any forward-looking statement. Laclede Gas and The
Laclede Group do not, by including this statement, assume any obligations to
review or revise any particular forward-looking statement referenced herein in
light of future events.
INFORMATION ABOUT THE ANNUAL SHAREHOLDERS MEETING
INTRODUCTION
This proxy statement/prospectus is furnished in connection with the
solicitation of proxies by the board of directors of Laclede Gas for use at the
annual meeting of shareholders of Laclede Gas to be held on January 25, 2001 and
at any adjournment or postponement thereof. The meeting will be held at the
Marriott Pavilion Hotel, One Broadway, St. Louis, Missouri at 10:00 a.m. The
Laclede Gas Annual Report for 2000, including financial statements, is being
mailed to shareholders with this proxy statement/prospectus.
ANNUAL MEETING ADMISSION
If you are a common shareholder of record, you may attend the annual
meeting by checking in with Laclede Gas representatives at the desk outside the
meeting room. If your shares are held in the name of a bank, broker or other
holder of record and you plan to attend the meeting, you must show proof of
ownership of Laclede Gas common stock at the desk.
WHO CAN VOTE
Holders of record of Laclede Gas common stock at the close of business
on December 11, 2000 are entitled to receive this prospectus/proxy statement
and to vote at the meeting. As of that date there were 18,877,987 shares of
Laclede Gas common stock outstanding. You are entitled to one vote for each
share owned of record on that date, except in the election of directors where
cumulative voting applies.
HOW YOU CAN VOTE
Your vote is very important. This year there are three convenient
voting methods:
Voting by Telephone. You can vote your shares by telephone by calling
the toll free telephone number on your proxy card. Telephone voting is
available 24 hours a day. If you vote by telephone, you should not
return your proxy card.
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Voting by Internet. You can also vote via the Internet. The web site
for Internet voting is on your proxy card, and voting is available
24 hours a day. If you vote via the Internet, you should not return
your proxy card.
Voting by Mail. If you choose to vote by mail, mark your proxy card,
date and sign it, and return it in the pre-addressed postage paid
envelope provided.
If you participate in the Laclede Gas dividend reinvestment and stock
purchase plan, your proxy card will include the shares registered in your own
name as well as those shares held for you in the dividend reinvestment and stock
purchase plan. If you do not give voting instructions for shares owned by you
through the plan, your shares will not be voted.
If you hold your shares through a broker, bank or other holder of
record, please follow their directions for providing voting instructions.
HOW YOU MAY REVOKE OR CHANGE YOUR VOTE
You can revoke your proxy at any time before it is voted at the
meeting by:
* sending written notice of revocation to the corporate
secretary.
* submitting another timely proxy by telephone, Internet or
paper ballot.
* attending the annual meeting and voting in person. If your
shares are held in the name of a bank, broker or other holder
of record, you must obtain a proxy executed in your favor from
the holder of record to be able to a vote at the meeting.
OTHER VOTING MATTERS
All shares that have been properly voted and not revoked will be voted
at the annual meeting in accordance with your instructions. If you sign your
proxy card but do not give voting instructions, the shares represented by that
proxy will be voted by those named in the proxy card as recommended by the board
of directors.
If any other matters are properly presented at the annual meeting for
consideration, the persons named in the enclosed proxy card will have the
discretion to vote on those matters for you. As of the date this proxy
statement/prospectus was printed, we do not know of any other matter to be
raised at the annual meeting.
HOW VOTES ARE COUNTED
Generally, each share of common stock represents one vote; but in the
election of directors, you have cumulative voting rights. If you exercise
cumulative voting rights, you have the right to cast as many votes in the
aggregate as equal the number of shares of Laclede Gas common stock held by you,
multiplied by the number of directors to be elected. You may cast the whole
number of votes, either in person or by proxy, for one nominee or distribute
them among two or more nominees. To exercise cumulative voting rights, please
indicate appropriate instructions on the face of the proxy card.
As provided in the Laclede Gas bylaws, a majority of the shares
entitled to vote at the annual meeting, present in person or represented by
proxy, will constitute a quorum for the meeting.
* The holding company reorganization proposal must be approved by
the affirmative vote of at least two-thirds of the shares of
Laclede Gas common stock that are outstanding and entitled to
vote at the meeting;
* The three director nominees receiving the greatest number of
votes will be elected;
* The proposal to ratify the appointment of independent public
accountants must receive the affirmative vote of a majority of
the shares of Laclede Gas common stock voted on the proposal;
* Abstentions and broker non-votes will be counted in determining
a quorum for the meeting;
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* Shares withheld and broker non-votes will have no effect on the
election of directors;
* Abstentions as to the approval of the holding company
reorganization proposal and ratification of the appointment of
independent public accountants will have the same effect as votes
"against" these matters; and
* Broker non-votes will have the same effect as votes "against"
the holding company reorganization proposal and will have no
effect on the ratification of the appointment of independent
public accountants.
ADJOURNMENTS
We currently expect to take votes and close the polls on all proposals
on the scheduled date of the annual meeting. However, we may:
* Keep the polls open to facilitate additional proxy solicitation
with regard to any or all proposals; or
* Allow the inspectors of the election to count and report on the
votes that have been cast after the polls have closed.
If any of the above occurs, we could propose one or more adjournments of the
annual meeting. For any adjournment to be approved, the votes cast in favor of
it must represent a majority of the total number of votes cast by the holders of
stock present at the meeting in person or represented by proxy.
Proxies that we have solicited will be voted in favor of any
adjournment that we propose but will not be considered a direction to vote for
any adjournment proposed by anyone else. If any adjournment is properly proposed
at the meeting on behalf of anyone else, the persons named as proxies, acting in
that capacity, will have the discretion to vote on the adjournment in accordance
with their best judgment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers to file reports of holdings and transactions in
Laclede Gas shares with the SEC and the New York and Chicago Stock Exchanges.
Based on our records and information, we believe that in all respects during
fiscal year 2000 our directors and executive officers met all applicable SEC
reporting requirements.
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PROPOSAL 1
ELECTION OF DIRECTORS
The board of directors is divided into three classes, currently
consisting of two classes of three directors each and one class of four
directors whose terms expire at successive annual meetings. Having reached the
mandatory age for retirement under the Laclede Gas bylaws, Mr. H. Edwin Trusheim
will not stand for reelection this year. His retirement will be effective
following the annual meeting, and the number of directors will be reduced from
ten to nine simultaneously with his retirement. Three directors will be elected
at the annual meeting to serve for a three-year term expiring at our annual
meeting in the year 2004. Dr. Givens, Mrs. Van Lokeren and Mr. Yaeger, the
directors whose terms will expire on January 25, 2001, will stand for
reelection.
It is the intention of the persons named in the enclosed proxy card to
vote such proxy FOR the election of the three nominees listed below for
directors for terms expiring in 2004. If any nominee becomes unavailable for any
reason before the meeting (which is not anticipated), the proxies received for
that nominee will be voted for a person to be selected by Laclede Gas' board of
directors.
INFORMATION ABOUT THE NOMINEES AND DIRECTORS
NOMINEES FOR NEW TERM (TO EXPIRE AT ANNUAL MEETING, 2004):
DR. HENRY GIVENS, JR., 67, has been president of Harris-Stowe State
College for the last 21 years. He is a director of Firstar St. Louis.
Year first elected a director: 1992
MARY ANN KREY VAN LOKEREN, 53, has been Chairman and Chief Executive
Officer of Krey Distributing Co., an Anheuser-Busch wholesaler, since December
1986. She is a director of Commerce Bancshares, Inc., and Masco Corp.
Year first elected a director: 1992
DOUGLAS H. YAEGER, 51, has been Laclede Gas' Chairman of the Board
since January 28, 1999, Chief Executive Officer since January 1, 1999 and
President since December 1, 1997. He served as Laclede Gas' Executive Vice
President--Operations and Marketing from September 1, 1995 through
November 30, 1997 and Senior Vice President--Operations, Gas Supply and
Technical Services from January 27, 1994 to August 31, 1995. He is a Director
of First Banks, Inc.
Year first elected a director: 1998<F1>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
---
ELECTION OF THESE NOMINEES FOR ELECTION AS DIRECTORS.
DIRECTORS WITH TERM EXPIRING IN 2002:
ROBERT C. JAUDES, 66, retired as Laclede Gas Chief Executive Officer
on January 1, 1999 and as Chairman of the Board on January 28, 1999. From
January 27, 1994 to December 1, 1997, he served as Chairman of the Board, Chief
Executive Officer and President of Laclede Gas. On December 1, 1997, Mr. Jaudes
relinquished the title of President but continued to serve as Laclede Gas
Chairman of the Board and Chief Executive Officer until his retirement.
Mr. Jaudes was an employee of Laclede Gas from 1955 to 1999.
Year first elected a director: 1983
W. STEPHEN MARITZ, 42, has been Vice Chairman of Maritz Inc. since July
1994, President since April 1, 1997 and Chief Executive Officer since
November 1998. Maritz Inc. provides performance improvement,
[FN]
---------
<F1> "Control Person"--defined as one who, other than solely as a Director of
Laclede Gas, possesses the power to direct the management and policies of
Laclede Gas.
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marketing research and travel services on a global basis. From April 1, 1997
to November 1998, Mr. Maritz was Chief Operating Officer of Maritz Inc. and
from May 1995 to April 1997 he was Senior Corporate Vice President.
Year first appointed a director: 1999
ROBERT P. STUPP, 70, is and since December 31, 1990 has been the
President and Chief Executive Officer of Stupp Bros. Inc. Stupp Bros. has
(1) two operating divisions: Stupp Bridge Company of Bowling Green, Kentucky,
fabricator of steel highway and railroad bridges; and Stupp Corporation of
Baton Rouge, Louisiana, producer of custom-made electrical resistance welded
pipe for oil and gas transmission; and (2) three subsidiaries: Hammerts Iron
Works, Inc. of St. Louis, Missouri, fabricator of structural steel; Bayou
Coating L.L.C. of Houston, Texas, provider of applicators for steel line
pipe; and Midwest Bank Centre of St. Louis, Missouri, a Missouri bank and
member of the FDIC and Federal Reserve systems. Mr. Stupp currently serves,
and has served since 1960, as a senior executive officer of one or more of
those entities. He is a director of Stupp Bros., Inc.
Year first elected a director: 1990
DIRECTORS WITH TERM EXPIRING IN 2003:
ANDREW B. CRAIG, III, 69, is co-founder and Managing Director of
RiverVest Venture Partners, a St. Louis based venture capital firm focusing on
early-stage life science investments. He retired on April 30, 1998 as Chairman
of the Board of NationsBank Corporation. He had served in that position since
January 1, 1997. Previously, he had been Chairman of the Board, Chief Executive
Officer and President of Boatmen's Bancshares, Inc.; Chairman from 1989 to
1997, Chief Executive Officer from 1988 to 1997 and President from 1985 to 1994.
In addition he is a director of Grupo Modelo S.A. de C.V.
Year first elected a director: 1994
C. RAY HOLMAN, 58, is Chairman of the Board and Chief Executive
Officer of Mallinckrodt Inc., a global medical products company, and effective
with the merger with Tyco International, Inc., Senior Vice President of Tyco
International, Inc., a diversified corporation engaged in health-care and
specialty products, telecommunications and electronics, flow control and
fire and security services. He has been Chairman since October 1994, Chief
Executive Officer since December 1992 and was President from December 1992
to December 1995. In addition to being a director of Mallinckrodt Inc.,
Mr. Holman is a director of BankAmerica Corp.
Year first elected a director: 1994
WILLIAM E. NASSER, 61, is Chairman of the Board of Enchira
Biotechnology Corporation, a platform biotechnology company that provides new
leads for gene-based products through directed evolution. He retired as Chairman
of the Board, Chief Executive Officer and President of Petrolite Corporation in
November 1995. He had served in that capacity since February 1992. He is a
director of Enchira Biotechnology Corporation.
Year first elected a director: 1994
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The standing committees of the board of directors as of September 30,
2000, included the audit committee, the compensation committee and the
nominating committee. During the 2000 fiscal year, there were 14 meetings of
the board of directors. All directors attended 75% or more of the aggregate
number of meetings of the board and applicable committee meetings.
The audit committee assists the board of directors in fulfilling the
board's oversight responsibilities with respect to the quality and integrity of
the Laclede Gas financial statements, financial reporting process, and systems
of internal controls. The audit committee also assists the board in monitoring
the independence and performance of the Laclede Gas independent auditors. The
audit committee is composed of independent directors and operates under a
written charter adopted by the board of directors. Each member of the committee
is independent as defined by New York Stock Exchange listing standards. The
members of the
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committee are Andrew B. Craig, III, Dr. Henry Givens, Jr., C. Ray Holman
(chairman), W. Stephen Maritz and H. Edwin Trusheim. The committee met three
times in fiscal year 2000. A copy of the Audit Committee charter is attached
to this proxy statement as Appendix E.
The compensation committee reviews and recommends to the board the
salaries and all other forms of compensation of Laclede Gas' officers. The
committee members are C. Ray Holman, Robert C. Jaudes, William E. Nasser,
Robert P. Stupp and H. Edwin Trusheim (chairman). The committee met six
times in fiscal year 2000.
The nominating committee recommends new director nominees to the
board of directors. The committee members are C. Ray Holman, Robert C.
Jaudes, William E. Nasser, Robert P. Stupp, H. Edwin Trusheim and Douglas H.
Yaeger (chairman). The committee met one time in fiscal year 2000.
BENEFICIAL OWNERSHIP OF LACLEDE GAS COMMON STOCK
The following table sets forth as of September 30, 2000 the
beneficial ownership of Laclede Gas common stock by (i) Stupp Bros., Inc.,
120 South Central Ave., Ste. 1650, St. Louis, MO 63105, the only person or
entity who as of September 30, 2000 is known to be the beneficial owner of
5% or more of Laclede Gas common stock, (ii) each Laclede Gas director,
(iii) each Laclede Gas current executive officer listed in the Summary
Compensation Table, and (iv) all directors and executive officers as a
group.
<TABLE>
AMOUNT AND NATURE OF OWNERSHIP
<CAPTION>
SOLE VOTING SHARED VOTING
AND/OR AND/OR
NAME OF INVESTMENT INVESTMENT PERCENT
BENEFICIAL OWNER POWER POWER TOTAL OF CLASS
---------------- ----------- ------------- ----- --------
<S> <C> <C> <C> <C>
A. B. Craig, III .............................. 3,000<F1> -0- 3,000 <F*>
H. Givens, Jr.................................. 2,400<F1> -0- 2,400 <F*>
C. R. Holman .................................. 3,000<F1> -0- 3,000 <F*>
R. C. Jaudes .................................. 13,526 9,600 23,126 <F*>
M. A. Krey Van Lokeren ........................ 3,400<F1> -0- 3,400 <F*>
W. S. Maritz .................................. 1,000<F1> -0- 1,000 <F*>
G. T. McNeive, Jr.............................. 4,015 -0- 4,015 <F*>
W. E. Nasser .................................. 3,000<F1> -0- 3,000 <F*>
K. J. Neises .................................. 513 -0- 513 <F*>
P. J. Palumbo ................................. 1,579 -0- 1,579 <F*>
R. L. Russell ................................. 5,030 -0- 5,030 <F*>
R. P. Stupp ................................... 5,432<F1> 1,155,000<F2> 1,160,432 6.15%
H. E. Trusheim ................................ 3,474 -0- 3,474 <F*>
D. H. Yaeger .................................. 3,536 -0- 3,536 <F*>
Stupp Bros., Inc............................... 1,155,000<F2> -0- 1,155,000 6.12%
All directors and executive officers as a
group (23) 1,231,918 6.52%
<FN>
-------
<F1> Includes restricted, nonvested shares granted under the Restricted Stock
Plan for Non-Employee Directors, as described in more detail on page 26.
<F2> Stupp Bros., Inc. owns these 1,155,000 shares. Mr. Stupp is a Director and
Executive Officer of Stupp Bros. Inc. and has a one-third interest in a
voting trust that controls 100% of the stock of Stupp Bros., Inc.
<F*> Less than one percent.
</TABLE>
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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Set forth below is certain information as to amounts paid, earned or
awarded by Laclede Gas for the fiscal year ended September 30, 2000, and for the
immediately preceding two fiscal years for services in all capacities by the
chief executive officer and the four other most highly compensated executive
officers.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION PAYOUTS
-------------------------- ------------
NAME AND OTHER ANNUAL LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION<F2> PAYOUTS<F3> COMPENSATION<F4>
------------------ ---- ------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
D. H. Yaeger 2000 $363,333 $16,000 $71,522 $ 7,571
Chairman of the Board, 1999 335,000 16,500 60,970 7,020
President and CEO 1998 280,000 12,000 42,240 6,406
K. J. Neises 2000 219,500 -0- 33,500 15,751
Senior Vice President--Energy 1999 203,667 -0- 28,140 13,075
and Administrative Services 1998 188,000 -0- 20,460 10,074
G. T. McNeive, Jr. 2000 212,500 -0- 33,500 8,280
Senior Vice President--Finance 1999 198,667 -0- 28,140 7,410
and General Counsel 1998 180,333 -0- 22,110 6,763
R. L. Russell<F1> 2000 178,250 -0- -0- 7,581
Senior Vice President-- 1999 146,667 -0- -0- 6,031
Chief Operations Officer 1998 109,167 -0- -0- 4,090
P. J. Palumbo 2000 149,667 -0- -0- 7,523
Vice President--Industrial 1999 144,333 -0- -0- 6,833
Relations 1998 139,000 -0- -0- 5,276
<FN>
---------
<F1> On March 23, 2000, Mr. Russell was promoted to Senior Vice President
--Chief Operations Officer.
<F2> The amounts in this column reflect fees paid for attendance at board
of directors and board committee meetings.
<F3> The amounts in this column reflect dividend equivalents paid under
the incentive compensation plan to the named executive officer during
the three most recent fiscal years. For a more detailed discussion of
the plan, see the Long Term Incentive Plan Table and discussion on
page 18.
<F4> For 2000 this column includes (a) above-market interest on deferrals
under the Laclede Gas deferred income plan described on page 20
(Mr. Yaeger, $-0-; Mr. Neises, $3,981; Mr. McNeive, $1,139; Mr. Russell,
$-0- and Mr. Palumbo, $-0-); (b) above-market interest on deferrals
under the Laclede Gas deferred income plan II described on page 20
(Mr. Yaeger, $1,549; Mr. Neises, $6,085; Mr. McNeive, $1,468; Mr. Russell,
$1,726, and Mr. Palumbo, $2,034); (c) matching contributions under
the Laclede Gas salary deferral savings plan, which was established
under Section 401(k) of the Internal Revenue Code (Mr. Yaeger,
$6,022; Mr. Neises, $5,684; Mr. McNeive, $5,674; Mr. Russell $5,855
and Mr. Palumbo, $5,489); and (d) Laclede Gas paid premiums for
supplemental travel and accident insurance for accidental death or
dismemberment with benefits of up to $250,000 (approximately $129 for
each named executive officer).
</TABLE>
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INCENTIVE COMPENSATION PLAN
The following table discloses certain information about the Laclede Gas
incentive compensation plan, which is considered a type of long-term incentive
plan under the proxy disclosure rules of the SEC.
<TABLE>
LONG TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<CAPTION>
NUMBER PERIOD UNTIL
NAME OF UNITS MATURATION<F1>
---- -------- --------------
<S> <C> <C>
Douglas H. Yaeger......................................... 10,500 5 years
Kenneth J. Neises......................................... 4,000 4 years
Gerald T. McNeive, Jr..................................... 4,000 4 years
<FN>
-------------------
<F1> Prior to January 26, 1995, dividend equivalents (equal to the cash dividend
paid on each share of Laclede Gas' common stock) were paid on each of the
share units to the participant until his or her death, and thereafter to a
surviving spouse, if any, for life. Effective for awards of share units
made on and after January 26, 1995, no post-retirement dividend equivalents
and no post-retirement deferred compensation amounts shall be paid to a
participant who retires before attaining the age of 65 (other than by
reason of death or disability or following a hostile change of control)
unless the participant remains employed by Laclede Gas for at least the
following respective periods (based on the participant's age at the date of
the award of the share units) subsequent to the date upon which the share
units are awarded:
<CAPTION>
NUMBER OF YEARS OF SERVICE
AGE AT REQUIRED FOLLOWING THE
DATE OF AWARD DATE OF SUCH AWARD
------------- ------------------
<S> <C>
61 and older................................ 2
55-60....................................... 4
54 and under................................ 5
<FN>
The amount of dividend equivalents paid to any named executive during the
last fiscal year is disclosed in the "LTIP Payouts" column in the Summary
Compensation Table.
</TABLE>
Each year, Laclede Gas credits or debits an amount (deferred
compensation amount) to each share unit outstanding at the end of a fiscal year
equal, subject to certain adjustments, to the per common share net increase or
decrease in consolidated retained earnings for that fiscal year. The aggregate
of annual deferred compensation amounts are payable in ten equal annual
installments to the participant or, if no longer living, his or her designated
beneficiaries or estate beginning on the fifth month following the month in
which the earlier of the following occurs: retirement, death, disability or the
participant's election to terminate employment with Laclede Gas following a
hostile change in control (as defined in the plan). No deferred compensation
amounts accrue on share units held by a participant after the fiscal year in
which his or her employment has terminated due to retirement, disability, death
or the participant's election to terminate following a hostile change in
control. Furthermore, if a participant's employment with Laclede Gas ceases
other than by reason of retirement, disability, death or termination of
employment following a hostile change in control, then all share units are
forfeited and all future rights to deferred compensation amounts and dividend
equivalents on account of such share units lapse. Similarly, if a participant
retires before age 65 (other than by reason of death or disability or following
a hostile change in control) without providing the required additional years
of service as discussed in footnote 1 to the table above, then no
post-retirement benefits will be payable to such participant for such share
units.
During the fiscal year ended September 30, 2000, $.03 was credited as a
deferred compensation amount on account of each share unit. Interest accrues on
the deferred compensation amounts on share units (for which the required
additional years of service have been provided) only after the date of
retirement, disability, death or election of recipient to terminate employment
following a hostile change in control.
18
<PAGE>
<PAGE>
PENSION PLAN
The table below shows estimated annual benefits payable at a normal
retirement date under the employees' retirement plan of Laclede Gas--management
employees and the Laclede Gas supplemental retirement benefit plan.
<TABLE>
PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
<CAPTION>
YEARS OF SERVICE
AVERAGE FINAL ---------------------------------------------------------------------------------
COMPENSATION<F1> 15 20 25 30 35 40 45
---------------- -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000............... $ 44,026 $ 58,701 $ 73,376 $ 88,051 $102,727 $117,402 $133,152
200,000............... 59,776 79,701 99,626 119,551 139,477 159,402 180,402
250,000............... 75,526 100,701 125,876 151,051 176,227 201,402 227,652
300,000............... 91,276 121,701 152,126 182,551 212,977 243,402 274,902
350,000............... 107,026 142,701 178,376 214,051 249,727 285,402 322,152
400,000............... 122,776 163,701 204,626 245,551 286,477 327,402 369,402
450,000............... 138,526 184,701 230,876 277,051 323,227 369,402 416,652
<FN>
----------------------
<F1> "Average final compensation" is the higher of: (a) the annual average
of the highest 36 consecutive calendar months' compensation for the
participant's last 120 months of service; and (b) the annual average
of the highest three consecutive calendar years' compensation for the
participant's last ten calendar Years of Service. Compensation used
for pension formula purposes is the type of compensation included as
"Salary" in the Summary Compensation Table.
Benefits shown in the table (the calculation of which, in some cases,
takes into account the portion of average final compensation in
excess of Social Security covered compensation, and, in other cases,
is calculated after the deduction of Social Security offset amounts)
assume retirement at age 65, the years of service shown, continued
existence of the current plans without substantial change and payment
in the form of a single life annuity. Years of service as of
September 30, 2000 for the persons named in the Summary Compensation
Table are as follows: D. H. Yaeger, 9 years; K. J. Neises, 16 years;
G. T. McNeive, Jr., 14 years; R. L. Russell, 44 years; and
P. J. Palumbo, 9 years.
</TABLE>
OTHER PLANS
EXECUTIVE SALARY PROTECTION PLAN
This program provides that if a participating executive officer dies
while an active employee of Laclede Gas, his or her beneficiaries will receive
his or her annual salary for one year, and one-half of his or her annual salary
for the next nine years or until the executive officer would have been 65 years
old, whichever period is longer. When an executive officer dies after retiring
from Laclede Gas, his or her beneficiaries will receive an amount equal to twice
his or her annual salary if he or she dies prior to age 70, or one times his or
her annual salary if he or she dies after age 70.
MANAGEMENT CONTINUITY PROTECTION PLAN
Under this plan, adopted January 25, 1990, Laclede Gas enters into
management continuity protection agreements with all of its officers, except
Mr. Yaeger, whose management continuity protection agreement has been superseded
by a severance benefits agreement described elsewhere herein. The agreements
provide that if the officer's employment terminates for any reason (other than
death, disability or for actions involving moral turpitude) within 42 months
after a change in control of Laclede Gas, the officer will receive a
non-discounted lump sum payment. The lump sum payment will be in an amount equal
to the officer's average annual compensation for the five-year period preceding
termination multiplied by 2.00. If the officer remains employed by Laclede Gas
for more than six months after a change in control, the above benefit shall be
reduced by one-thirty-sixth for each month beyond such six-month period. In no
event, however, will the benefit be greater than the product of the officer's
average monthly compensation for the five-year period preceding termination and
the number of months remaining from such termination until the date the
19
<PAGE>
<PAGE>
officer will reach the age of 65. The agreements expire upon the earlier of
(a) the effective date of the officer's termination if prior to a change in
control; or (b) 42 months after a change in control. Under the agreements, a
"change in control" occurs when any person becomes a beneficial owner, directly
or indirectly, of Laclede Gas securities representing (a) more than 50 percent
of the voting power of Laclede Gas outstanding securities or (b) at least 30
percent but not more than 50 percent of such securities and a majority of the
outside members of the Laclede Gas board of directors decides that a change in
control has occurred. These agreements and the plan will be modified prior to
the completion of the merger to avoid an inadvertent trigger of these benefits
in the holding company reorganization.
DEFERRED INCOME PLAN AND DEFERRED INCOME PLAN II
Previously, Laclede Gas established the Deferred Income Plan for:
(i) non-employee directors and (ii) employee directors, officers and certain
other employees who are deemed by the compensation committee of the board of
directors to be key executives who contribute materially to the prosperity of
Laclede Gas. The plan permitted deferral through April 30, 1990 for each of
four consecutive years of up to 100% of fees and retainers for non-employee
directors and up to 15% of salary (excluding incentive compensation) for other
participants. Such deferrals, along with applicable income growth factors (at
rates not to exceed the greater of: (i) twelve percent per annum; and (ii) the
annual corporate bond rates specified in Moody's Investors Service plus four
percent per annum), form the basis for certain benefits payable to the
participant upon retirement, death or permanent and total disability before
retirement, or termination of a participant's status as a director or employee
before age 55. The amount of such benefit depends on the type of triggering
event, the amount deferred by a participant, the ages at which deferrals are
made and the participant's age at the time of the triggering event. In the
event a participant, following a change in control of Laclede Gas, terminates
his or her status as a director or employee for good reason, or is terminated
by Laclede Gas without cause, such participant is entitled to receive a lump
sum benefit in the amount equal to the greater of: (i) the present value of
the account balance under the deferred income plan to which the participant
would be entitled if he or she had continued to make deferrals during the
remainder of the annual deferral period and if he or she had terminated his
or her status as a director or employee after reaching normal retirement age
(for this purpose, age 70 for all directors, and age 65 for all other
participants); and (ii) the amount of the participant's account balance.
Effective September 23, 1993, the board approved a separate deferred
income plan II. Deferred income plan II provides that the board of directors may
from time to time determine to open up the deferred income plan II to allow
deferrals during one or more succeeding annual periods and to allow new
participants in that Deferred Income Plan. Participants were allowed to make
deferrals during the 2000 calendar year and will also be allowed to make
deferrals during the 2001 calendar year. During each deferral period, a
non-employee director participant may defer up to 100% of fees and retainers and
an employee participant may defer up to 15% of his or her annual salary
(excluding incentive compensation). In addition, under deferred income plan II
the minimum applicable income growth factor for deferrals on and after October
1, 1993 shall not exceed the greater of: (i) nine percent per annum; and
(ii) the annual corporate bond rates specified in Moody's Investors Service plus
three percent per annum.
The remainder of the terms of the deferred income plan II are similar
to those of the original deferred income plan discussed above. Both of these
plans will be modified prior to the merger to prevent the inadvertent trigger of
benefits through the holding company reorganization.
SEVERANCE BENEFITS AGREEMENT
In recognition of recent industry trends, Mr. Yaeger's age, years of
service and his role in successfully leading Laclede Gas in the future, the
board of directors in July 2000 authorized the execution of a severance benefits
agreement with Mr. Yaeger. Under this agreement, certain benefits are payable to
Mr. Yaeger in the event (a) prior to a change in control he is terminated
without cause or he resigns with good reason, (b) after a change in control
Laclede Gas terminates him without cause or he terminates his employment for any
reason or (c) of his death prior to his termination of employment. The agreement
continues until March 31, 2004, unless extended by the parties. If a change in
control occurs during the term of the agreement, the agreement remains in effect
for the longer of (1) 54 months beyond the month in
20
<PAGE>
<PAGE>
which the change in control occurred or (2) until all obligations of Laclede
Gas under the agreement have been fulfilled and all benefits paid to Mr. Yaeger.
This agreement supersedes the management continuity protection plan and any
other provision of any Laclede Gas plan that is inconsistent with the agreement.
In the event payments under the agreement would subject him to excise tax on
excess parachute payments under the Internal Revenue Code, Laclede Gas will
reimburse him for such excise tax (and the income tax and excise tax on such
reimbursement).
The agreement restricts under certain circumstances Mr. Yaeger's
ability to compete with Laclede Gas and to use confidential information
concerning Laclede Gas. In the event of a dispute over his rights or benefits
under the agreement, Laclede Gas will pay Mr. Yaeger's reasonable legal fees
with respect to the dispute to the extent he prevails in such dispute.
Prior to a change in control, if Laclede Gas terminates Mr. Yaeger
without cause or if he terminates his employment with Laclede Gas with good
reason, he is entitled to receive certain benefits. These include: (1) a
non-discounted lump sum payment equal to 18 times his then monthly base
salary; (2) if he so elects within 90 days after his date of termination of
employment, a lump sum payment equal to the actuarially equivalent present value
of the pension benefits under the employees' retirement plan of the Laclede Gas
management employees and the Laclede Gas supplemental retirement benefit plan
computed as if he had early or normal retirement benefits available under the
plans, based on (a) early retirement age being deemed to be his actual age at
the date of termination and (b) reduction by a discount factor of 1.4% per annum
for each year (and pro rated for a partial year) his age is below 60, or if he
does not so elect, he shall be paid on a periodic basis under the terms of the
plans; (3) if he so elects within 90 days after the date of termination of
employment, a lump sum payment of the actuarially equivalent present value of
vested post-retirement benefits, using Laclede Gas' dividend rate on the date of
termination, under the incentive compensation plan treating all benefits vested
prior to termination as remaining fully vested and treating all benefits not
fully vested prior to termination but granted three or more years prior to
termination as being fully vested, or if he does not so elect, he shall be paid
on a periodic basis all benefits vested and deemed to be vested under the
agreement and the plan; and (4) full retiree coverage under Laclede Gas' health
insurance plan and other welfare benefit plans as if he had retired as of the
date of termination, which shall become secondary in the event he obtains a
position at another entity with such coverage.
After a change in control, if Laclede Gas terminates Mr. Yaeger without
cause or he terminates his employment for any reason, he will be entitled to
receive certain benefits. These include: (1) a non-discounted lump sum payment
equal to 36 times his then monthly base salary, reduced by 1/48th for each
month, if any, beyond six full calendar months after the change in control
that he remains employed by Laclede Gas or any successor thereof, or an
affiliate of either such entity; (2) benefits similar to those described in
clauses (2) and (4) in the immediately preceding paragraph, and (3) a benefit
similar to that described in clause (3) in the immediately preceding paragraph
except that all benefits under the plan will be treated as fully vested as of
the date of termination.
At any time prior to a change in control Mr. Yaeger may terminate his
employment without good reason, but he will not be entitled to any payments or
benefits under this agreement but will only receive those severance payments or
benefits to which he would normally be entitled. Laclede Gas may terminate him
for cause before or after a change in control, and he will not be entitled to
any benefits under this agreement but will only receive those severance payments
or benefits to which he would normally be entitled. If Mr. Yaeger dies, the
agreement terminates except as to any amounts which may have become payable as a
result of termination before death and except as to the various benefit plans
that by their terms continue after his death. In computing his death benefits
under Laclede Gas' plans, early retirement age shall be treated as his age upon
death with a discount factor on benefits of 1.4% per annum (prorated for a
partial year) for each year his actual age is below 60. This agreement will be
modified prior to the merger to prevent the inadvertent trigger of any benefits
thereunder due to the holding company reorganization.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
LACLEDE GAS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE THIS PROXY
STATEMENT/PROSPECTUS, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION COMMITTEE
REPORT REGARDING
21
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION, THE PERFORMANCE GRAPH ON PAGE 24 AND THE AUDIT COMMITTEE
REPORT ON PAGE 25 SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION
The compensation committee of the board of directors ("Committee")
administers and determines Laclede Gas' executive compensation program. After
review and approval by the Committee, all material issues relating to executive
compensation are submitted to the board for consideration and approval.
The philosophy of the Committee as it relates to executive compensation
is that the chief executive officer (CEO) and other executive officers should be
compensated at levels designed to attract, motivate, and retain talented
executives who are capable of leading Laclede Gas in achieving its business
objectives in an industry facing increasing complexity, competition, and change;
to encourage and reward excellent performance; and to encourage individual
growth as a part of Laclede Gas' management development program. Annual
compensation for Laclede Gas' senior management consists of salary, and for
certain key executives, a long-term incentive compensation plan.
Salary levels of Laclede Gas executives are reviewed and may be
adjusted annually. Salaries are also increased to recognize promotions and
assignment of increased responsibilities to Laclede Gas. In determining
appropriate salaries, the Committee considers: (1) the CEO's recommendations as
to compensation for all other executive officers; (2) the scope of
responsibility, experience, time in position, and individual performance for all
officers including the CEO; (3) internal fairness and equity among positions
held by each executive officer; (4) special factors such as each individual's
willingness and ability to accept special assignments and responsibilities;
(5) general cognizance of pay practices of major companies within the St. Louis
region as well as within the utility industry generally relating to executives
of comparable responsibility; and (6) corporate performance. Evaluation of
corporate performance takes into account the significant effects which weather
variations as well as other unusual events may have on Laclede Gas' earnings per
share and other financial and operating results as compared to corporate
budgeted levels. The Committee's analysis is a subjective process that utilizes
no specific weighting or formula of the aforementioned factors in determining
executives' base salaries.
Awards under Laclede Gas' long-term incentive compensation plan may be
granted by Committee recommendation and board approval to the CEO and/or certain
other key executives who have, in the judgment of the Committee, demonstrated
great ability and who Laclede Gas seeks to retain in positions which can affect
the long-term success of Laclede Gas, including both the establishment and
execution of Laclede Gas' business strategies. Under this plan, upon the
recommendation of the Committee, the board of directors, exclusive of any
employee director who is eligible to participate in the plan, may award share
units to these key executives. The executives are paid quarterly dividend
equivalents on these share units at the same rate that dividends are paid to
shareholders. Share units also have a deferred compensation component based on
changes in Laclede Gas' retained earnings over the course of a year. Such
deferred compensation is payable upon the executive's retirement. Current
compensation under this plan is limited to 25% of the executive's current
annual salary. Awards granted under this plan are intended to encourage the
continued employment of these talented executives. Toward that end, this plan
requires that an executive provide a certain number of additional years of
service after the date of an award of share units in order for post-retirement
dividend equivalents and deferred compensation amounts associated with that
award to be paid. This plan provides compensation that is directly linked
with earnings per share achievement, a critical factor in creating increased
shareholder value. Determination of the number of share units to award to a
key executive is a subjective process that considers an individual's current
salary level, the number of share units previously awarded, as well as
expectations for the executive's performance relative to maintaining the
long-term financial and operational integrity of Laclede Gas.
The compensation of executive officers was adjusted effective February
1, 2000.
Also, the board of directors, in recognition of the prior performance
and the high level of responsibility of several of Laclede Gas' senior officers,
awarded new share units to them, as set forth in greater detail elsewhere in
this proxy statement/prospectus. Such share unit awards are intended, among
other things, to relate a portion of executive compensation more directly with
the long-term interest of shareholders.
22
<PAGE>
<PAGE>
In determining the total compensation package of the CEO for 2000, the
Committee considered all of the matters discussed above. The Committee also
considered the attainment of corporate-wide budgeted goals, giving recognition
to factors such as weather, interest rates and regulatory policies which can
significantly impact operating results of gas utilities but are generally
outside the control of management. Further, the Committee considered subjective
factors related to individual performance and responsibility for the long-term
strategic direction of Laclede Gas. Noted was Mr. Yaeger's leadership in:
(1) the continued successful performance of Laclede Gas' gas supply incentive
plan, (2) the purchase of the propane pipeline from Phillips Pipe Line Company,
(3) the management of the rate case filed in January 1999, (4) the successful
sale of 1,250,000 shares of common stock and $25,000,000 principal amount of
first mortgage bonds, (5) the ongoing implementation of Laclede Gas' year 2000
readiness program and transition into the year 2000, and (6) the attainment of
a 20-year non-exclusive franchise in Wentzville, Missouri. In January 2000, the
board of directors, after considering the various factors and accomplishments
described above, granted Mr. Yaeger an increase in base salary and also awarded
him 10,500 additional share units under the incentive compensation plan and
determined that he should be entitled to a severance benefits agreement.
Compensation Committee
H. Edwin Trusheim, Chairman
C. Ray Holman
Robert C. Jaudes
William E. Nasser
Robert P. Stupp
23
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of Laclede
Gas' common stock to the Standard & Poor's 500 Stock Index and to the Standard &
Poor's Utilities Index for Laclede Gas' last five fiscal years. The graph
assumes that the value of the investment in Laclede Gas' common stock and each
index was $100 at September 30, 1995, and that all dividends were reinvested.
The information contained in this graph is not necessarily indicative of future
Laclede Gas performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
LACLEDE GAS COMPANY, S&P 500, AND S&P UTILITIES
[GRAPH]
<TABLE>
<CAPTION>
------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Laclede $100.00 $124.21 $131.73 $131.91 $137.87 $139.77
----------------------------------------------------------------------------------------
S&P 500 $100.00 $120.33 $169.00 $184.29 $235.53 $266.82
----------------------------------------------------------------------------------------
S&P Utilities $100.00 $106.82 $122.18 $158.86 $157.01 $226.91
----------------------------------------------------------------------------------------
</TABLE>
24
<PAGE>
<PAGE>
AUDIT COMMITTEE REPORT
The primary function of the audit committee is oversight. Laclede Gas'
management is responsible for the preparation, presentation and integrity of
Laclede Gas' financial statements. Management is also responsible for
maintaining appropriate accounting and financial reporting practices and
policies as well as internal controls and procedures designed to provide
reasonable assurance that Laclede Gas is in compliance with accounting standards
and applicable laws and regulations. The independent auditors are responsible
for planning and performing an independent audit of Laclede Gas' financial
statements in accordance with generally accepted accounting standards and to
issue a report thereon. The audit committee is responsible for overseeing the
conduct of these activities by Laclede Gas' management and the independent
auditors.
In this context, the audit committee has reviewed and discussed the
audited financial statements for fiscal year 2000 with management and the
independent auditors, Deloitte & Touche LLP. The committee has also discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communications with Audit Committees).
Deloitte & Touche LLP has provided the committee with the written
disclosures and letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the committee discussed
with the independent auditors that firm's independence.
Based on the reviews and discussions referred to above, the committee
recommended to the board of directors that the audited financial statements
referred to above be included in Laclede Gas' Annual Report on Form 10-K for
the year ended September 30, 2000.
Audit Committee
C. Ray Holman, Chairman
Andrew B. Craig, III
Dr. Henry Givens, Jr.
W. Stephen Maritz
H. Edwin Trusheim
COMPENSATION OF DIRECTORS
RETAINER AND FEES
Directors who were not employees of Laclede Gas received a monthly
retainer fee of $1,500 per month during fiscal year 2000. Also, all directors
received a fee of $1,000 for each board meeting attended personally; and $500
for each board meeting attended via telephone conference call. Directors
received fees of $500 for each committee meeting attended personally; and $250
for each committee meeting attended via telephone conference call. Each chairman
of a committee of the board except for the nominating committee chairman
received an additional $1,000 annual fee.
NON-EMPLOYEE DIRECTOR PLANS
Laclede Gas has also established a retirement plan for each of its
non-employee directors who is not entitled to benefits under the Laclede Gas
qualified pension plan and who serves at least five years as a director or who
dies while serving as a director. Pursuant to this plan, the eligible director
(the "participant"), or the participant's designated beneficiary, would,
following the discontinuance of the participant's service as a director (or
following the participant's attaining 65 years of age, if the participant is not
at least 65 years old at the time of such discontinuance of service), receive an
annual retirement payment amount equal to a percentage (the "applicable
percentage") of the annual board retainer fee at the time of such participant's
discontinuance of service. The applicable percentage shall be 10% for each of
the first ten years of service of such participant as a director. The annual
payments to the retired participant shall continue until such participant's
death, but if such participant shall die before receiving at least ten
25
<PAGE>
<PAGE>
annual payments, then such participant's designated beneficiary shall, during
such beneficiary's lifetime, receive the remainder of the first ten annual
payments which the deceased participant would have received.
In 1990, Laclede Gas established the restricted stock plan for
non-employee directors, the term of which has been extended. Under this plan, a
grant of 800 restricted shares will be made on the date a person first begins
serving as a non-employee director. Each non-employee director will receive an
additional grant of 200 non-vested and/or vested shares on the date of each
subsequent annual meeting of shareholders for services rendered by such
non-employee director during the preceding year. Although a non-employee
director is entitled to vote and may receive the dividends on the restricted
shares, the restricted shares are forfeitable until vested pursuant to a
schedule based upon the non-employee director's years of participation in, and
in some cases, age at time of entering, the plan. Under a trust agreement
between Laclede Gas and UMB Bank, National Association, as trustee, shares
granted pursuant to the plan are purchased on the open market by the trustee,
and held in trust until vested in the non-employee director. In January 2000,
Messrs. Holman, Maritz, and Nasser and Mrs. Van Lokeren each received a grant of
200 non-vested shares; and Messrs. Craig, Givens, and Stupp each received a
grant of 100 vested and 100 non-vested shares; and Mr. Trusheim received a grant
of 200 vested shares. Mr. Stupp became fully vested in all of his previously
restricted, non-vested shares on April 15, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Jaudes serves as one of the five members of the Laclede Gas
compensation committee. As previously disclosed, he is the retired Chairman
of the Board and Chief Executive Officer of Laclede Gas.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors, upon recommendation of its audit committee,
recommends that you ratify the appointment of Deloitte & Touche LLP, certified
public accountants, to audit the books, records and accounts of Laclede Gas and
its subsidiaries for the fiscal year ending September 30, 2001. Deloitte &
Touche LLP is the successor to the firm that has acted as auditors of Laclede
Gas since 1953. It is expected that a representative of Deloitte & Touche LLP
will be present at the annual meeting, will have an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
---
OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
PROPOSAL 3
REORGANIZATION OF LACLEDE GAS COMPANY
GENERAL
The board of directors of Laclede Gas unanimously believes that it is
in the best interest of Laclede Gas and its shareholders to reorganize Laclede
Gas. In the reorganization:
* Laclede Gas will become a separate wholly owned subsidiary of a
new parent holding company, The Laclede Group.
* The present holders of Laclede Gas common stock (other than
dissenting shareholders) will hold the common stock of The Laclede
Group.
* Laclede Development Company, Laclede Venture Corp., Laclede
Investment Corporation, Laclede Energy Resources, Inc., Laclede
Gas Family Services, Inc. and Laclede Pipeline Company, all of
which are presently direct or indirect subsidiaries of Laclede
Gas, will become direct or indirect subsidiaries of The Laclede
Group.
26
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<PAGE>
To carry out the reorganization, Laclede Gas has incorporated two
Missouri corporations, The Laclede Group and Laclede Acquisition Inc. Each of
these corporations has a nominal amount of stock outstanding and no present
business or properties of its own. All of the currently outstanding shares of
The Laclede Group common stock are owned by Laclede Gas, and all of the
currently outstanding shares of Laclede Acquisition Inc. are owned by The
Laclede Group.
Laclede Acquisition Inc. will merge into Laclede Gas, which will be the
surviving company. Laclede Gas will become a subsidiary of The Laclede Group.
The outstanding shares of Laclede Gas common stock will be converted into shares
of The Laclede Group common stock. Laclede Gas shareholders (other than
dissenting shareholders) will receive one share of The Laclede Group common
stock in exchange for each share of Laclede Gas common stock held at the
consummation of the merger.
After the completion of the merger, it is anticipated that all of the
existing direct subsidiaries of Laclede Gas will be transferred to and become
direct subsidiaries and investments of The Laclede Group. In the future, The
Laclede Group may create new subsidiaries and reorganize its then existing
subsidiaries as the needs arise and are identified.
REASONS FOR THE REORGANIZATION
The primary purpose of the reorganization is to establish an optimal
corporate structure that will permit The Laclede Group to more effectively
pursue both its regulated utility activities as well as the unregulated business
opportunities afforded by increased competition in the energy industry and other
developments.
By creating a corporate structure that more thoroughly separates the
Laclede Gas traditional utility functions from unregulated business activities,
the proposed reorganization will allow for clearly defined utility operations
that reinforce and protect the financial strength of the regulated utility. At
the same time, such separation will provide The Laclede Group's unregulated
subsidiaries with additional financial and operational flexibility to pursue
unregulated business opportunities without the historical regulatory constraints
imposed by Missouri law and the related rules and regulations. By permitting
Laclede Gas to compete on more even terms with other unregulated service
providers, the prospect for these businesses to succeed as independent entities
and to realize maximum value for shareholders will be greater under a holding
company structure than under the current structure.
Even after forming a holding company, the profile of the Laclede Gas
regulated distribution business is expected to remain substantially the same. It
will continue to construct, operate and maintain its natural gas distribution
system, enhance the efficiency of its operations, add customers profitably and
compete against electricity.
The Laclede Group's unregulated subsidiaries will be able to engage in
unregulated utility business segments and obtain debt and equity financing
without the limitations of Missouri law. Following restructuring, the
unregulated subsidiaries will engage only in businesses that are not directly
regulated by the Missouri Public Service Commission. As is the case with the
Laclede Gas present unregulated subsidiaries, these businesses will encounter
competitive and other factors not generally experienced by Laclede Gas, and they
will have different investment risks than those involved in the regulated
distribution company business of Laclede Gas. The holding company structure will
allow these unregulated entities to develop with greater flexibility and
autonomy than if they were part of the existing corporate structure, thus
increasing the value of these components, which are currently associated with
the regulated utility.
The holding company structure will further separate the Laclede Gas
regulated utility operations from The Laclede Group's operations in other
non-regulated business segments and will help allay the concern of the Missouri
Public Service Commission that the assets and operations of the regulated
distribution company not be used to subsidize the operations of the unregulated
businesses. The reorganization will reduce the prospects that the business risk
from the unregulated operations of The Laclede Group and its subsidiaries will
be shared by the Laclede Gas utility operation. Laclede Gas will also obtain
further legal protection from any liabilities of the unregulated subsidiaries of
The Laclede Group and, similarly, each of The Laclede Group's unregulated
subsidiaries will obtain additional legal protection from the liabilities of
each other unregulated subsidiary and from the liabilities of Laclede Gas.
Finally, the new structure will
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allow the use of financing techniques that are more suited to the particular
requirements, characteristics and risks of The Laclede Group's developing,
unregulated businesses without affecting the creditworthiness of Laclede Gas.
THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The discussion in this proxy statement/prospectus of the agreement and
plan of merger and reorganization is subject to, and qualified in its entirety
by, the agreement, a copy of which is attached to this proxy statement/
prospectus as Appendix A and is incorporated herein by reference.
The agreement, which is among Laclede Gas, The Laclede Group and
Laclede Acquisition Inc., has been adopted by the parties' respective boards of
directors. The holders of at least two-thirds of the issued and outstanding
shares of Laclede Gas common stock must approve the agreement. See "Vote
Required" below on this page.
The first step in the reorganization is the merger. In the merger:
* Laclede Acquisition Inc., a wholly owned subsidiary of The
Laclede Group, will be merged with and into Laclede Gas, with
Laclede Gas being the surviving corporation;
* Each share of Laclede Gas common stock outstanding
immediately prior to the completion of the merger will be
converted into an equal number of new shares of The Laclede
Group common stock (subject to the rights of dissenting
shareholders);
* Each share of Laclede Acquisition Inc. common stock
outstanding immediately prior to the merger will be converted
into shares of Laclede Gas, resulting in The Laclede Group
becoming the owner of all outstanding shares of Laclede Gas
common stock; and
* The shares of The Laclede Group common stock held by Laclede
Gas immediately prior to the merger will be canceled.
As a result of the merger, The Laclede Group will become a holding
company with Laclede Gas as its wholly owned subsidiary. All of The Laclede
Group's common stock outstanding immediately after the merger will be owned
by the former holders of Laclede Gas common stock outstanding immediately
prior to the merger. Shares of Laclede Gas preferred stock outstanding
immediately prior to the merger will remain as outstanding shares of Laclede Gas
preferred stock unchanged by the merger.
After the completion of the merger, it is anticipated that the stock of
Laclede Development Company, Laclede Investment Corporation and Laclede Pipeline
Company will be transferred by Laclede Gas to The Laclede Group, which will then
hold them as direct wholly owned subsidiaries or investments. See "Transfer of
Laclede Gas subsidiaries to The Laclede Group" on page 30.
All outstanding indebtedness and other obligations of Laclede Gas will
remain as outstanding obligations of Laclede Gas after the completion of the
merger. Immediately after the completion of the merger, The Laclede Group will
have no outstanding securities other than common stock but could issue other
securities in the future. Holders of Laclede Gas first mortgage bonds will
continue as security holders of Laclede Gas.
VOTE REQUIRED
The affirmative vote of the holders of record of at least two-thirds of
the outstanding shares of Laclede Gas common stock is required to approve the
reorganization.
REGULATORY MATTERS AND APPROVAL
The reorganization cannot be completed unless and until all approvals,
authorizations and consents are obtained on conditions acceptable to the board
of directors of Laclede Gas.
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Under Missouri law governing utilities, any transaction involving the
transfer of utility stock must be approved in advance by the Missouri Public
Service Commission. Laclede Gas will file with the Missouri Public Service
Commission an application for approval to establish a holding company structure
before the date of the annual meeting.
As a result of the reorganization, if approved, The Laclede Group will
become a holding company within the meaning of the Public Utility
Holding Company Act of 1935, but will be exempt from all provisions of that act
other than section 9(a)(2). See "Regulation of The Laclede Group, Laclede
Gas and subsidiaries after the reorganization," beginning on page 37.
ACCOUNTING TREATMENT
The accounting treatment for the reorganization will be based on
non-cash, non-taxable transactions, with resulting assets and liabilities
recorded at historical cost amounts. Immediately after the completion of the
merger and reorganization, the consolidated financial statements of The Laclede
Group are expected to be substantially similar to those of Laclede Gas.
CONDITIONS TO EFFECTIVENESS OF THE REORGANIZATION
In addition to the approval of the agreement by holders of Laclede Gas
common stock, the reorganization is subject to the satisfaction of the following
conditions:
* The receipt of all necessary orders, authorizations,
consents, approvals or waivers from the Missouri Public
Service Commission and any other third parties. These
approvals must remain in full force and effect and may not
include conditions that the board of directors of Laclede Gas
deems unacceptable;
* Listing on the New York Stock Exchange of shares of The
Laclede Group common stock;
* Receipt of a certificate of merger from the Missouri
secretary of state;
* The receipt of an acceptable opinion of counsel for Laclede
Gas regarding the federal income tax status of the merger
and reorganization; and
* The registration of which this proxy statement/prospectus is
a part has become effective under the Securities Act of 1933
relating to the shares of The Laclede Group common stock to
be issued in connection with the merger.
After all of these conditions is satisfied, the merger will become
effective when the Missouri secretary of state's office issues a certificate of
merger under the General and Business Corporation Law of Missouri. Laclede Gas
cannot predict if or when the conditions to effectiveness of the merger will be
satisfied, but Laclede Gas currently is working to complete the merger and
reorganization before December 31, 2001.
EXCHANGE OF STOCK CERTIFICATES
Upon the effectiveness of the merger, certificates previously
representing shares of Laclede Gas common stock will automatically represent the
same number of shares of The Laclede Group common stock and will entitle the
holder to receive a stock certificate of The Laclede Group. The Laclede Group
will issue and deliver to the transfer agent certificates representing shares of
The Laclede Group common stock into which outstanding shares of Laclede Gas
common stock have been converted. Promptly after the effectiveness of the
merger, The Laclede Group will send to each person who was a Laclede Gas common
shareholder of record immediately prior to the consummation of the merger
written instructions and transmittal material for use in surrendering Laclede
Gas common stock certificates to the transfer agent. Laclede Gas shareholders
should NOT send in their stock certificates to the transfer agent until they
receive the transmittal letter after the consummation of the merger.
The Laclede Group also will send to brokers, banks and other nominee
record holders of Laclede Gas common stock appropriate instructions and
transmittal materials for use in surrendering Laclede Gas stock certificates to
the transfer agent, so the shares held by these record holders on behalf of
beneficial owners of Laclede Gas common stock can be exchanged for shares of The
Laclede Group common stock.
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After a former common shareholder of Laclede Gas properly surrenders
the shareholder's stock certificate along with a completed transmittal letter
to the transfer agent, the transfer agent will issue, register and deliver
to the shareholder a common stock certificate of The Laclede Group. The
holder of record of Laclede Gas common stock at the consummation of the merger
or someone on the holder's behalf must surrender the Laclede Gas certificate
representing the shares. After the consummation of the merger, there will be
no further transfer of Laclede Gas common stock on the stock transfer books
of Laclede Gas nor the registration of any transfer of any Laclede Gas common
stock certificates.
Except as described with respect to lost or otherwise missing
certificates below, the transfer agent will not deliver a common stock
certificate of The Laclede Group to any former common shareholder of Laclede Gas
until the shareholder properly surrenders the shareholder's Laclede Gas stock
certificate(s) along with a completed transmittal letter. But, subject to state
abandoned property law, when a shareholder properly surrenders the Laclede Gas
common stock certificate(s), the transfer agent will give the shareholder a new
certificate for the shares of The Laclede Group common stock represented by the
Laclede Gas certificate(s). Any shareholder of Laclede Gas whose certificate
evidencing shares of Laclede Gas common stock has been lost, destroyed, stolen
or otherwise is missing will have the right to receive a certificate
representing shares of The Laclede Group common stock under any conditions
imposed by the transfer agent or The Laclede Group, which may include a
requirement that the shareholder provide a lost instrument indemnity or surety
bond in form, substance and amount satisfactory to the transfer agent and The
Laclede Group.
PREFERRED STOCK OF LACLEDE GAS AFTER THE REORGANIZATION
Preferred stock of Laclede Gas that is issued and outstanding on the
closing date of the merger and reorganization will remain issued and outstanding
as shares of Laclede Gas preferred stock. The dividend rate will not be changed
and those dividends will continue to be paid by Laclede Gas. Rights and
privileges of the preferred stockholders of Laclede Gas will not be changed by
this merger and reorganization.
TRANSFER OF LACLEDE GAS SUBSIDIARIES TO THE LACLEDE GROUP
It is anticipated that Laclede Gas will, as part of the reorganization,
by noncash dividend, transfer to The Laclede Group all of the outstanding stock
of Laclede Development Company, Laclede Investment Corporation, and Laclede
Pipeline Company. After the reorganization, The Laclede Group would then be the
parent holding company of seven direct and indirect wholly owned subsidiaries:
Laclede Gas, Laclede Pipeline Company, Laclede Development Company, Laclede
Venture Corp., Laclede Investment Corporation, Laclede Energy Resources, Inc.,
and Laclede Gas Family Services, Inc.
<TABLE>
<CAPTION>
PRESENT STRUCTURE
Laclede Gas Company
<S> <C> <C> <C>
Laclede Investment Corporation Laclede Development Company Laclede Pipeline Company The Laclede Group, Inc.
Laclede Energy Resources, Inc. Laclede Venture Corp. Laclede Acquisition Inc.
Laclede Gas Family Services, Inc.
<CAPTION>
PROPOSED STRUCTURE
The Laclede Group, Inc.
<S> <C> <C> <C>
Laclede Gas Company Laclede Investment Corporation Laclede Development Company Laclede Pipeline Company
Laclede Energy Resources, Inc. Laclede Venture Corp.
Laclede Gas Family Services, Inc.
</TABLE>
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Under the agreement, shares of Laclede Gas common stock held in the
Laclede Gas dividend reinvestment and stock purchase plan at the consummation of
the merger, including uncertificated whole and fractional interests, will
automatically be converted into an equal number of shares of The Laclede Group
common stock. At the consummation of the merger, The Laclede Group will succeed
to the dividend reinvestment and stock purchase plan as in effect immediately
prior to the consummation of the merger, and shares of The Laclede Group common
stock will be issued under the plan and after the effectiveness of the merger.
The Laclede Group will file a post-effective amendment to the Laclede Gas
registration statement for the plan shortly after the consummation of the
merger. This discussion will serve as written notice to participants in the
plan of our intent to amend the plan, as described above, upon the consummation
of the merger.
LACLEDE GAS EMPLOYEE AND DIRECTOR STOCK PLANS
The agreement also provides that all employee and director plans that
include investments in Laclede Gas common stock will be amended to provide for
these plans to use common stock of The Laclede Group instead of Laclede Gas
common stock after the merger.
After the merger, the Laclede Gas incentive compensation plan will use
changes in the retained earnings of The Laclede Group, instead of the retained
earnings of Laclede Gas, as the basis for deferred compensation amounts under
that plan. The terms and conditions of that plan will not otherwise change.
All shares of Laclede Gas common stock held in the Laclede Gas salary
deferral savings plan, the Laclede Gas wage deferral savings plan and the
Missouri Natural division of Laclede Gas dual savings plan will be converted
into shares of The Laclede Group common stock. Participants in these plans will
have the opportunity to direct future investments into shares of The Laclede
Group in place of shares of Laclede Gas. The terms and conditions of the plans
will not otherwise be changed.
All shares of Laclede Gas restricted common stock held for the benefit
of participants in the Laclede Gas restricted stock plan for non-employee
directors will be converted into restricted shares of The Laclede Group common
stock. All grants of restricted shares after the merger will be of restricted
shares of The Laclede Group. The terms and conditions of that plan will not
otherwise be changed.
All of the Laclede Gas benefit plans and agreements will be reviewed
and, if necessary, amended prior to the completion of the merger so as to avoid
any inadvertent trigger of benefits thereunder in the process of the holding
company reorganization.
The preceding discussion will serve as written notice to participants
in all plans that include investments in Laclede Gas common stock of our intent
to amend those plans, as described above, at the consummation of the merger.
AMENDMENT OR TERMINATION OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The boards of directors of Laclede Gas, The Laclede Group, and Laclede
Acquisition Inc. may amend any of the terms of the agreement at any time before
or after its approval by the Laclede Gas shareholders and prior to the
consummation of the merger. After the agreement is approved by the shareholders
of Laclede Gas common stock, the parties cannot amend the agreement in a manner
that would, in the sole judgment of the board of directors of Laclede Gas,
materially and adversely affect the rights of Laclede Gas shareholders. If the
agreement is so materially amended, Laclede Gas will recirculate a proxy
statement/prospectus describing the amendment. However, notwithstanding the
approval of the holders of Laclede Gas common stock, if the board of directors
of Laclede Gas determines, in its sole judgment, that consummation of the
merger would, for any reason, be inadvisable or not in the best interests of
Laclede Gas or its shareholders, the agreement may be terminated and the merger
abandoned at any time prior to the effective time.
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LISTING OF THE LACLEDE GROUP COMMON STOCK
The Laclede Group will apply to have its common stock listed on the New
York Stock Exchange. It is expected that the listing will be effective upon the
consummation of the merger. The ticker symbol of The Laclede Group common stock
is expected to be "LG" on the exchange and quotations will be carried in the
newspapers as they have been for Laclede Gas common stock.
Once listed, The Laclede Group's common stock will be registered under,
and The Laclede Group will be subject to the continuous reporting requirements
of, the Securities Exchange Act of 1934. Following the reorganization, Laclede
Gas common stock will no longer be quoted or traded and will be delisted from
the New York Stock Exchange and the Chicago Stock Exchange and will no longer be
registered under the Securities Exchange Act of 1934.
DIVIDEND POLICY
The Laclede Group does not now, nor will it immediately after the
merger and reorganization, conduct directly any revenue generating business
operations. Dividends on The Laclede Group common stock will depend primarily
upon the earnings, financial condition and capital requirements of Laclede Gas
and, to a lesser extent, The Laclede Group's other subsidiaries. In addition,
payment of dividends on Laclede Gas common stock will continue to be subject to
the rights of owners of any outstanding Laclede Gas preferred stock with respect
to dividends and to the common stock dividend restrictions currently contained
in the Laclede Gas mortgage and deed of trust.
The Laclede Group presently expects to declare and pay quarterly
dividends on its common stock at least equal to the rate, and on approximately
the same schedule, as the dividend most recently declared by Laclede Gas on its
common stock. The quarterly dividend most recently declared by the Laclede Gas
board of directors on Laclede Gas common stock was $.335 per share, payable
January 2, 2001, to holders of record on December 11, 2000. As currently is the
case with Laclede Gas, the payment and amount of future dividends, however, will
be at the discretion of The Laclede Group's board of directors based on
financial and other factors and cannot be assured. The amount of dividends paid
by Laclede Gas to The Laclede Group following the reorganization may be greater
than the amount of dividends The Laclede Group may pay on its common stock
because The Laclede Group may need to retain funds for its expected holding
company activities, which include potential new investments in subsidiaries.
Although it has no present intention to do so, The Laclede Group may issue
preferred stock in the future to meet its capital requirements. See "The
Laclede Group Preferred Stock," page 34. The preferred stock could have
preferential dividend rights over The Laclede Group's common stock.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion constitutes the opinion of Winthrop, Stimson,
Putnam & Roberts as to the material federal income tax consequences of the
merger and reorganization to holders of common stock of Laclede Gas. Completion
of the merger and reorganization is conditioned upon, among other things, the
receipt by Laclede Gas of an acceptable opinion of Winthrop, Stimson, Putnam &
Roberts. This opinion is not binding upon the Internal Revenue Service or the
courts and there can be no assurance that the Internal Revenue Service will not
assert contrary positions. Further, this opinion is based upon, among other
things, certain factual representations and statements of The Laclede Group and
Laclede Gas, and the assumption that those representations and statements will
be complete and accurate at the time of the merger. Each holder of Laclede Gas
common stock should consult his or her own tax advisor as to the specific tax
consequences to the holder, including the application and effect of state or
local income and other tax laws.
This discussion is based on the Internal Revenue Code of 1986, as
amended to the date hereof, applicable Treasury regulations promulgated
thereunder, administrative pronouncements, and judicial decisions, all of which
are subject to change, possibly with retroactive effect, which changes could
affect the tax consequences described herein. This discussion applies only to
investors that hold Laclede Gas common stock as capital assets and does not
purport to address all aspects of federal income taxation that may affect
particular holders of Laclede Gas common stock in light of their particular
circumstances. In specific, this discussion does not address federal income
tax considerations that may affect the treatment of special status
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taxpayers, including financial institutions, dealers or traders of securities,
insurance companies, tax-exempt organizations, investment companies, foreign
persons, persons who acquired their shares of Laclede Gas common stock pursuant
to employee benefit plans or otherwise as compensation, persons holding shares
of Laclede Gas common stock as part of a hedging, "straddle," conversion or
other integrated transaction, persons whose functional currency is not the U.S.
dollar, holders of Laclede Gas common stock who exercise dissenters' rights and
debtors in bankruptcy and similar proceedings. In addition, this discussion does
not provide any information regarding the tax consequences of the merger and
reorganization under any foreign, state or local tax laws. No ruling will be
sought from the Internal Revenue Service with respect to the merger and
reorganization.
Based on and subject to the foregoing:
* No income, gain or loss will be recognized by a holder of
Laclede Gas common stock upon the exchange of Laclede Gas
common stock for The Laclede Group common stock in the
merger;
* The aggregate tax basis of The Laclede Group common stock
received by a holder in the merger will be the same as the
tax basis of Laclede Gas common stock surrendered in exchange
therefor;
* The holding period of The Laclede Group common stock received
by a holder in the merger will include the holding period of
Laclede Gas common stock exchanged therefor; and
* No gain or loss will be recognized by Laclede Gas or The
Laclede Group upon the issuance of shares of The Laclede
Group common stock in exchange for shares of Laclede Gas
common stock in the merger.
The preceding discussion sets forth the material federal income tax
-------------------------------------------------------------------
consequences of the merger and reorganization to holders of Laclede Gas
-----------------------------------------------------------------------
common stock but does not purport to be a complete analysis or discussion of
----------------------------------------------------------------------------
all potential relevant tax effects. Thus, each holder of Laclede Gas common
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stock should consult his or her tax advisors to determine the specific tax
--------------------------------------------------------------------------
consequences of the merger and reorganization to the holder, including tax
--------------------------------------------------------------------------
return reporting requirements, the applicability and effect of federal, state,
------------------------------------------------------------------------------
local or other applicable tax laws and the effect of any proposed changes in
----------------------------------------------------------------------------
tax law.
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DESCRIPTION OF THE LACLEDE GROUP CAPITAL STOCK
The following statements with respect to The Laclede Group capital
stock are based on The Laclede Group's articles of incorporation and bylaws and
the laws of the State of Missouri. Copies of The Laclede Group's articles and
bylaws are attached as Appendices B and C and are incorporated herein by
reference.
AUTHORIZED CAPITAL
The Laclede Group is authorized to issue up to 75 million shares of
capital stock, consisting of 70 million shares of common stock, $1.00 par value
per share, and 5 million shares of preferred stock, $25 par value per share. As
of December 15, 2000, there were 100 shares of The Laclede Group common stock
issued and outstanding, all of which are owned by Laclede Gas. No shares of The
Laclede Group preferred stock are currently issued and outstanding. Immediately
after giving effect to the merger, The Laclede Group common stock will be
outstanding in an amount equal to the Laclede Gas common stock immediately prior
to the merger, less any shares owned by dissenting shareholders. No shares of
The Laclede Group preferred stock will be issued and outstanding.
THE LACLEDE GROUP COMMON STOCK
Dividend Rights Subject to the limitations, if any,
specified with respect to the preferred
stock, or any series thereof, issued by
The Laclede Group from time to time,
dividends may be paid on shares of The
Laclede Group common stock, out of any
funds legally available therefor, when
and as declared by The Laclede Group
board of directors.
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Liquidation Rights Subject to the limitations, if any,
specified with respect to the preferred
stock, or any series thereof, issued by
The Laclede Group from time to time, in
the event of any dissolution, liquidation
or winding up of The Laclede Group, whether
voluntary or involuntary, the assets of The
Laclede Group available for payment and
distribution to shareholders will be
distributed ratably to the holders of
shares of The Laclede Group common stock.
Voting Rights Except as otherwise provided in any
statute of the State of Missouri or as
otherwise specified with respect to the
preferred stock or any series thereof of
The Laclede Group that may be issued in
the future, all voting power rests
exclusively in the holders of shares of
The Laclede Group common stock and each
share will have one vote on all matters
presented to the shareholders.
Miscellaneous The Laclede Group common stock has no
cumulative voting, preemptive or
conversion rights or redemption or
sinking fund provisions, and the
outstanding shares of The Laclede Group
common stock will be fully paid and
non-assessable.
THE LACLEDE GROUP PREFERRED STOCK
The Laclede Group's articles of incorporation permit its board of
directors to fix the preferences, limitations and relative rights, within the
limits provided by applicable law, of The Laclede Group preferred stock before
the issuance of any shares of that class or one or more series within the class
of preferred stock before the issuance of any shares of that series.
POSSIBLE ANTI-TAKEOVER EFFECT OF PROVISIONS OF THE LACLEDE GROUP'S ARTICLES
OF INCORPORATION AND BYLAWS
It is not the intent of the board of directors of The Laclede Group to
discourage legitimate offers to enhance shareholder value. Provisions of The
Laclede Group's articles of incorporation or bylaws, however, may have the
effect of discouraging unilateral tender offers or other attempts to acquire the
business of The Laclede Group. These provisions include the classification of
its directors with three-year staggered terms, the requirement that director
nominations by shareholders be made not less than 60 nor more than 90 days prior
to the date of the shareholder meeting, and the ability of the board, without
further action of the holders of common stock, to issue one or more series of
preferred stock from time to time, which may have terms more favorable than the
common stock, including, among other things, preferential dividend, liquidation
and redemption rights. Similar provisions also currently apply to Laclede Gas
shareholders.
These provisions might discourage a potentially interested purchaser
from attempting a unilateral takeover bid for The Laclede Group on terms that
some shareholders might favor. If these provisions discourage potential takeover
bids, they might limit the opportunity for shareholders of The Laclede Group to
sell their shares at a premium.
In addition, the articles of incorporation of The Laclede Group do not
provide for cumulative voting in the election of directors. Cumulative voting
permits shareholders to multiply their number of votes by the total number of
directors being elected and to cast their total number of votes for one or more
candidates in each shareholder's discretion.
The bylaws of The Laclede Group, like those of Laclede Gas, also
include provisions setting forth specific conditions and restrictions under
which business may be transacted at meetings of shareholders. For example, no
business may be transacted at a meeting unless it is:
* Specified in the notice of meeting
* Otherwise brought before the meeting by or at the direction
of the board of directors, a committee thereof, or
* Brought before the meeting by a shareholder of record who
provided notice and other specified information in writing to
the corporate secretary not less than 60 nor more than 90
days prior to the meeting.
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These provisions may create an anti-takeover effect by placing restrictions on
the content of the issues to be discussed at a shareholder meeting.
In addition, the issuance of authorized but unissued shares of common
or preferred stock of The Laclede Group may have an anti-takeover effect. These
shares might be issued by the board of directors without shareholder approval in
transactions that might prevent or render more difficult or costly the
completion of a takeover transaction, for example, by diluting voting or other
rights of the proposed acquiror. In this regard, the articles of incorporation
of The Laclede Group grant the board of directors broad powers to establish the
rights and preferences of the authorized but unissued preferred stock, one or
more series of which could be issued entitling holders to vote separately as a
class on any proposed merger or consolidation, to convert the stock into shares
of The Laclede Group common stock or possibly other securities, to demand
redemption at a specified price under prescribed circumstances related to a
change in control or to exercise other rights designed to impede a takeover.
See "Differences in rights of The Laclede Group and Laclede Gas
shareholders," beginning below on this page.
SHAREHOLDER PROTECTION STATUTES
The Laclede Group, as a Missouri corporation like Laclede Gas, is
subject to Missouri corporate statutes that restrict the voting rights of a
person who acquires 20% or more of its outstanding common stock as well as that
person's ability to enter into a business combination with us.
The business combination statute restricts transactions between The
Laclede Group and a beneficial owner of 20% or more of The Laclede Group's
voting stock. A business combination is defined in the statute as any of the
following transactions with or proposed by an interested shareholder: merger,
consolidation, disposition of assets, significant securities issuance,
liquidation, dissolution, reclassification of securities, loan, advance,
guarantee, pledge, or tax credit. Generally the statute prohibits a business
combination between The Laclede Group and an interested shareholder for five
years following the date the interested shareholder acquired 20% or more of the
voting stock, unless the business combination or the interested shareholder's
stock acquisition was approved by The Laclede Group's board of directors on or
prior to that date. An interested shareholder may enter into a business
combination with The Laclede Group if it is approved by a majority of the
outstanding shares not owned by the interested shareholder or if it meets
certain consideration requirements.
The control share acquisition statute provides that shares acquired
that would cause the acquiring person's aggregate voting power to meet or exceed
any of three thresholds (20%, 33-1/3% or a majority) have no voting rights
unless such voting rights are granted by a majority vote of the shares not owned
by the acquiring person or any officer or director or employee-director of The
Laclede Group. The statute sets out a procedure whereby the acquiring person may
call a special shareholders meeting for the purpose of considering whether
voting rights should be conferred. Acquisitions as part of a merger or exchange
offer arising out of an agreement to which The Laclede Group is a party are
exempt from the statute.
Application of the business combinations and control share acquisitions
statutes are automatic unless The Laclede Group takes steps to "opt out" of
their application. The Laclede Group will not "opt out" of the statutes.
DIFFERENCES IN RIGHTS OF THE LACLEDE GROUP AND LACLEDE GAS SHAREHOLDERS
Laclede Gas and The Laclede Group are both incorporated under the laws
of the State of Missouri. When the reorganization becomes effective, holders of
Laclede Gas common stock (other than dissenting shareholders) will become
holders of The Laclede Group common stock, and their rights will be governed
by The Laclede Group's articles of incorporation and bylaws instead of those
of Laclede Gas.
Material differences between the rights of holders of The Laclede Group
common stock and rights of holders of Laclede Gas common stock are summarized
below. This summary is not intended to be complete and is qualified in its
entirety by reference to the General and Business Corporation Law of Missouri,
the
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information included in the exhibits to the registration statement of which this
proxy statement/prospectus is a part, and in materials incorporated herein by
reference.
AUTHORIZED COMMON STOCK
The number of authorized shares of Laclede Gas common stock and The
Laclede Group common stock is 50,000,000 shares and 70,000,000 shares,
respectively. As of December 1, 2000 there were 18,877,987 shares of Laclede Gas
common stock issued and outstanding. At the time of the reorganization, The
Laclede Group will issue the same number of shares of common stock as there are
shares of Laclede Gas common stock outstanding at that time less any shares of
Laclede Gas common stock owned by dissenting shareholders. The additional
authorized but unissued shares of The Laclede Group common stock will be
available for issuance under existing dividend reinvestment, savings, and
incentive plans, as well as for future stock splits, stock dividends, equity
financings, and for other general corporate purposes, including acquisitions.
See "Description of The Laclede Group capital stock," beginning on page 33.
AUTHORIZED PREFERRED STOCK
Laclede Gas presently has 1,480,000 authorized shares of preferred
stock. As of December 1, 2000, an aggregate of 72,519 shares of preferred stock
were issued and outstanding. There are 5,000,000 authorized shares of The
Laclede Group preferred stock, all of which are unissued.
Management believes that the ability to issue The Laclede Group
preferred stock will provide important flexibility, although it has no present
plans to issue preferred stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for Laclede Gas and for The Laclede
Group is UMB Bank National Association, 928 Grand Blvd., Kansas City, Missouri
63106.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Laclede Group's articles of incorporation, like those of Laclede
Gas, require The Laclede Group to indemnify any director or officer who is or
was a party to a proceeding by or in the right of The Laclede Group by reason of
the fact that he or she is or was a director or officer or is or was serving at
the request of The Laclede Group as a director, officer, employee or agent of
another entity. Under The Laclede Group's articles of incorporation, it may
supplement or give indemnification rights by bylaw, agreement or otherwise and
fund these indemnification rights by insurance to the extent it deems
appropriate. Laclede Gas currently has such insurance coverage and enters into
indemnification agreements with its officers and directors. The Laclede Group
will similarly obtain insurance and enter into agreements with its officers and
directors. The agreements provide that the indemnification rights under the
articles of incorporation shall survive any elimination or modification of that
provision with respect to any and all expenses incurred for any claims that may
arise out of acts or omissions occurring prior to such elimination or
modification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling The
Laclede Group under the foregoing provisions, The Laclede Group has been
informed that in the opinion of the SEC indemnification for the liabilities is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
DIRECTOR NOMINATIONS AND SHAREHOLDER PROPOSALS
The bylaws of The Laclede Group provide procedures that must be
followed for a shareholder to nominate directors or submit a proposal to a vote
of the shareholders of The Laclede Group that are substantially similar to those
procedures established in the Laclede Gas bylaws.
DIRECTOR EXCULPATION
The Laclede Group's articles of incorporation provide for the
elimination of personal liability for monetary damages of directors of The
Laclede Group in connection with any legal proceedings brought by
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The Laclede Group or any of its shareholders. This elimination will not apply
if the director (a) breaches any duty of loyalty to The Laclede Group or its
shareholders, (b) engages in willful misconduct or a knowing violation of law,
(c) breaches the General and Business Corporation Law of Missouri governing the
payment of dividends, or (d) engages in a transaction from which the director
derived an improper personal benefit. The Laclede Gas articles of incorporation
and bylaws do not contain a similar provision. The statutory authorization for
such provision recently became effective.
CUMULATIVE VOTING
The articles of incorporation of The Laclede Group do not provide for
cumulative voting in the election of directors. Cumulative voting permits
shareholders to multiply their number of votes by the total number of directors
being elected and to cast their total number of votes for one or more
candidates. The Laclede Gas articles of incorporation allowed cumulative voting
in the election of directors.
BUSINESS OF THE LACLEDE GROUP
The Laclede Group is currently a wholly owned subsidiary of Laclede Gas
and was incorporated for the purpose of accomplishing the proposed merger and
reorganization. The Laclede Group owns all of the outstanding common stock of
Laclede Acquisition Inc., a Missouri corporation that was formed also for the
purpose of accomplishing the merger and reorganization. Neither The Laclede
Group nor Laclede Acquisition Inc. owns any utility assets or engages in any
business.
Once the merger is completed, The Laclede Group will be a holding
company that owns all of the common stock of Laclede Gas. The Laclede Group will
be able to engage, directly or through subsidiaries, in other businesses that
are unrelated to the principal regulated utility business of Laclede Gas. The
Laclede Group will obtain financing for its operation from dividend and other
distributions it receives from Laclede Gas and its other subsidiaries,
borrowings and the sale of its own equity and debt securities.
Laclede Gas has six wholly owned subsidiaries and investments, each of
which is incorporated separately in the State of Missouri. It is currently
anticipated that Laclede Gas will transfer its stock of all of its direct
subsidiaries to The Laclede Group, immediately after the consummation of the
merger. This transfer will complete the corporate restructuring by separating
The Laclede Group regulated and unregulated business segments.
REGULATION OF THE LACLEDE GROUP, LACLEDE GAS AND SUBSIDIARIES AFTER THE
REORGANIZATION
REGULATION OF THE LACLEDE GROUP
As a result of the reorganization, The Laclede Group will become a
"holding company" within the meaning of the Public Utility Holding Company Act
of 1935, because it will own all of the common stock of Laclede Gas, which is a
"gas utility company" as defined under the Public Utility Holding Company Act
of 1935. The Laclede Group will be entitled to file an annual exemption
statement prior to March 1 with the SEC claiming an exemption under section
3(a)(1) of the Public Utility Holding Company Act of 1935. As an exempt holding
company, it will be exempt from all of the Public Utility Holding Company Act
of 1935 except section 9(a)(2), which requires prior SEC approval for the
holding company to acquire 5% or more of the securities of one or more
additional public utility companies.
The basis of this exemption will be that both The Laclede Group and
Laclede Gas, as The Laclede Group's only public utility subsidiary, will be
incorporated in Missouri, will be predominantly intrastate in character and will
carry on their businesses substantially in their state of incorporation--
Missouri. The exemption will be available only so long as the utility business
of Laclede Gas, and of any other utility company subsidiary that The Laclede
Group may create or acquire and from which The Laclede Group derives a material
part of its income, is incorporated in and carrying on its business
substantially in Missouri. The exemption may also be revoked by the SEC if
a substantial question of law or fact exists as to whether The Laclede Group
is within the parameters of the exemption or if it appears that the exemption
may be detrimental to the public interest or the interests of investors or
consumers. The Laclede Group has no
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immediate plan to engage in any activity that would require it to register as a
public utility holding company subject to regulation under the Public Utility
Holding Company Act of 1935.
The Laclede Group will not be subject to regulation by The Missouri
Public Service Commission, except to the extent that the statutes and rules and
orders of the Missouri Public Service Commission impose restrictions on The
Laclede Group's relationship with Laclede Gas or on Laclede Gas' relationships
with any future subsidiaries of The Laclede Group.
REGULATION OF LACLEDE GAS
Following completion of the reorganization, the activities of Laclede
Gas will continue to be subject to regulation by the Missouri Public Service
Commission.
The Missouri Public Service Commission has full authority to
investigate public utilities for purposes of determining efficiency and economy
of operation, to conduct continuing reviews and audits and to issue appropriate
directives. The Missouri Public Service Commission reviews cost allocations by
Laclede Gas and, in every rate case, requires it to submit substantial data to
support allocation of rate-base and costs between or among utility or
non-utility divisions and operations.
RIGHT OF DISSENTING SHAREHOLDERS TO RECEIVE PAYMENT FOR SHARES
Holders of Laclede Gas common stock entitled to vote on the approval of
the holding company proposal will be entitled to have the fair value of their
shares of common stock immediately prior to the date of the vote paid in cash,
by complying with the provisions of Section 351.455 of the General and Business
Corporation Law of Missouri.
Under the General and Business Corporation Law of Missouri, a
dissenting common shareholder must file a written objection to the holding
company proposal before or at the annual meeting of shareholders, and the holder
cannot vote for the proposal. Within 20 days after the consummation of the
merger, the shareholder also must make a written demand for payment of the fair
value of the shareholder's common shares as of the day prior to the date on
which the vote was taken.
If Laclede Gas and the dissenting shareholder agree upon the value of
the shares within 30 days after the consummation of the merger, payment must be
made within 90 days after the date of the merger but only upon surrender by
the shareholder of the certificate or certificates representing the shares of
Laclede Gas common stock. Upon payment of the agreed value of the shares, the
dissenting shareholder will cease to have any interest in Laclede Gas or the
shares of Laclede Gas.
If the dissenting shareholder and Laclede Gas do not agree upon the
value of the shares within 30 days after the consummation of the merger, the
dissenting shareholder may file a petition within the next 60 days in any court
having jurisdiction in the City of St. Louis. The dissenting shareholder may ask
the court to determine the fair value of the shares. The dissenting shareholder
will be entitled to a judgment for the amount of the fair value of the shares as
of the day prior to the date of the vote approving the merger, plus interest
to the date of the judgment. This judgment will be payable only upon and
simultaneously with the surrender of the certificate or certificates
representing the shares. Upon payment of the judgment, the dissenting
shareholder will cease to have any interest in the shares or in Laclede Gas.
Unless the dissenting shareholder files the petition within the timeframes
set forth above, the shareholder and all persons claiming under him or her
will be conclusively presumed to have approved and ratified the merger and
shall be bound by the terms of the merger. If the merger is abandoned, all
rights of a dissenting shareholder to be paid the fair value of his or her
shares will cease. The statute does not provide criteria for determining
"fair value." Therefore, a determination of fair value appears to be a
matter of common law in the State of Missouri, and it is not possible to
predict with reasonable certainty how a court might make that determination.
The above is a summary of the rights of dissenting Laclede Gas common
shareholders. However, all material terms of the articles of incorporation,
bylaws, and General and Business Corporation Law of Missouri relating to
dissenting shareholders' rights have been disclosed. Any holder of Laclede Gas
common stock who intends to dissent from the merger and reorganization should
carefully review the text of Section
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351.455 of the General and Business Corporation Law of Missouri set forth in
Appendix D to this proxy statement/prospectus and should also consult with his
or her attorney. The failure of a holder of Laclede Gas common stock to follow
precisely those procedures summarized above, and set forth in Appendix D, may
result in loss of dissenters' rights. No further notice of the events giving
rise to dissenters' rights or any steps associated therewith will be furnished
to holders of Laclede Gas common stock, except as indicated above or otherwise
required by law. See "Information About the Annual Shareholders Meeting,"
page 11.
MANAGEMENT OF THE LACLEDE GROUP
The directors of Laclede Gas are also the directors of The Laclede
Group, and they will serve in the same manner as members of the board of
directors of Laclede Gas, with directors being elected for three-year terms.
The following persons, each of whom is currently an executive officer
of Laclede Gas hold, in addition to any office held with Laclede Gas, the
following offices of The Laclede Group:
NAME TITLE
---- -----
Douglas H. Yaeger Chairman of the Board, President and
Chief Executive Officer
Gerald T. McNeive, Jr. Senior Vice President
Ronald L. Krutzman Treasurer and Assistant Secretary
Mary C. Kullman Secretary
In the future, the boards and executive officers of The Laclede Group
and Laclede Gas may not always necessarily be the same in membership or
composition.
For further information concerning the directors and principal
executive officers of Laclede Gas, see "Proposal 1: Election of Directors" and
"Beneficial ownership of Laclede Gas common stock" in this proxy statement/
prospectus and "Executive Officers of Registrant" following Part I of
the Laclede Gas Annual Report on Form 10-K for the year ended September 30,
2000, which is incorporated by reference herein.
FINANCIAL STATEMENTS
The Laclede Gas Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 contains the Laclede Gas consolidated financial statements
and other financial information, which is incorporated by reference.
Financial statements of The Laclede Group, Inc. are not presented in
this proxy statement/prospectus because The Laclede Group, Inc. is an inactive
company without material assets or liabilities or operating history. Pro forma
financial effects of the merger are not set forth herein since, on a
consolidated basis, no change in the historical financial statements of Laclede
Gas will result from the merger and reorganization.
LEGAL OPINIONS
The validity of the shares of The Laclede Group common stock to be
issued in the merger will be passed upon by Gerald T. McNeive, Jr., Senior Vice
President-Finance and General Counsel of Laclede Gas and by Winthrop, Stimson,
Putnam & Roberts, counsel to Laclede Gas. Mr. McNeive is regularly employed
by Laclede Gas and owns 4,015 shares of the company's common stock as of
September 30, 2000.
Statements of legal conclusion contained herein regarding federal
income tax treatment are based on the legal opinion of Winthrop, Stimson,
Putnam & Roberts.
EXPERTS
The 2000 consolidated financial statements and related financial
statement schedule incorporated in this proxy statement/prospectus by reference
from the Laclede Gas Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 have been audited by Deloitte & Touche LLP, independent
auditors, as
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stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
THE BOARD OF DIRECTORS OF LACLEDE GAS HAS UNANIMOUSLY APPROVED THE
HOLDING COMPANY REORGANIZATION AND ADOPTED THE AGREEMENT AND PLAN OF MERGER AND
REORGANIZATION, AND IT BELIEVES THE REORGANIZATION TO BE IN THE BEST INTERESTS
OF LACLEDE GAS AND ITS SHAREHOLDERS AND RECOMMENDS THAT THE HOLDERS OF LACLEDE
GAS COMMON STOCK VOTE FOR PROPOSAL 3 AT THE ANNUAL MEETING.
---
OTHER MATTERS
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS
Under our bylaws, certain procedures are provided which a shareholder
must follow to nominate persons for election as directors or to introduce an
item of business at an annual meeting of shareholders. These procedures provide
that nominations for director nominees and/or an item of business to be
introduced at an annual meeting of shareholders must be submitted in writing to
the corporate secretary of The Laclede Group (or Laclede Gas in the event the
merger is not then consummated), 720 Olive Street, St. Louis, Missouri 63101.
For the annual meeting of the shareholders of The Laclede Group (or Laclede Gas,
as applicable) to be held on January 24, 2002, the nomination or proposed item
of business must be received by The Laclede Group (or Laclede Gas, as
applicable) no earlier than October 26, 2001 and no later than November 25, 2001
(not more than 90 days prior to and not less than 60 days prior to January 24,
2002). The written notice must satisfy certain requirements specified in the
bylaws of The Laclede Group (or Laclede Gas, as applicable), a copy of which
will be sent to any shareholder upon written request to the corporate secretary.
The board is not aware of any matters that are expected to come before
the annual meeting other than those referred to in this proxy statement/
prospectus. If any other matter comes before the meeting, the persons named in
the accompanying proxy intend to vote the proxies in accordance with their best
judgment.
The chairman of the board may refuse to allow the transaction of any
business or to acknowledge the nomination of any person, not made in compliance
with the procedures set forth in the bylaws of The Laclede Group (or Laclede
Gas, as applicable).
Under the rules of the SEC, shareholder proposals intended to be
included in the proxy statement for the annual meeting of shareholders in
January 2002 must be received by the corporate secretary of The Laclede Group
(or Laclede Gas, as applicable) at its principal office at 720 Olive Street,
St. Louis, Missouri 63101 by August 17, 2001.
COST OF PROXY SOLICITATION
We will pay the expense of soliciting proxies. Proxies may be solicited
on our behalf by officers or employees in person or by telephone, electronic
transmission or facsimile transmission. We have hired Morrow & Co. to assist us
in the distribution and solicitation of proxies for a fee of $7,500, plus
expenses for those services.
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APPENDIX A
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of
October 26, 2000 (the "Agreement"), by and among LACLEDE GAS COMPANY, a
corporation incorporated under the laws of the State of Missouri ("Laclede"),
THE LACLEDE GROUP, INC., a Missouri corporation and a wholly-owned subsidiary of
Laclede Gas Company ("Holdings"), and LACLEDE ACQUISITION INC., a Missouri
corporation and a wholly-owned subsidiary of Holdings ("Acquisition"),
W I T N E S S E T H
WHEREAS, the Board of Directors of each of Laclede, Holdings and
Acquisition deems it advisable to merge Acquisition with and into Laclede in
accordance with the laws of the State of Missouri and this Agreement for the
purpose of establishing Holdings as the parent corporation of Laclede as a
result of which the holders of common stock, $1.00 par value per share, of
Laclede (the "Laclede Common Stock") would hold, in lieu thereof, common stock
of Holdings, $1.00 par value per share (the "Holdings Common Stock"); and
WHEREAS, the Board of Directors of Laclede, Holdings and Acquisition
have determined to recommend that their respective shareholders approve this
Agreement, the merger of Acquisition with and into Laclede (the "Merger") and
the other matters set forth herein;
NOW, THEREFORE, in consideration of the premises and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:
ARTICLE 1
THE MERGER
1.1 MERGER. Acquisition shall be merged with and into Laclede, with
Laclede being the corporation surviving the Merger.
1.2 ARTICLES OF MERGER. Subject to and in accordance with the
provisions of this Agreement, Articles of Merger of Laclede shall be filed with
the Missouri Secretary of State's Office, all as provided by applicable law.
1.3 EFFECTIVE TIME. The Merger shall become effective at the time and
date of the issuance of a Certificate of Merger by the Missouri Secretary of
State's Office unless otherwise specified in the Articles of Merger (the
"Effective Time"). At the Effective Time, the separate existence of Acquisition
shall cease, and Acquisition shall be merged with and into Laclede, which shall
continue its corporate existence as the surviving corporation. Laclede shall
succeed, without other transfer, to all of the rights and property of
Acquisition and shall be subject to all of the debts and liabilities of
Acquisition in the same manner as if Laclede had itself incurred them. All
rights of creditors and all liens upon the property of each of Laclede and
Acquisition shall be preserved unimpaired.
ARTICLE 2
TERMS OF CONVERSION AND EXCHANGE OF SHARES
2.1 LACLEDE COMMON STOCK. At the Effective Time, all shares of Laclede
Common Stock issued and outstanding immediately prior to the Merger shall be
automatically changed and converted into shares of Holdings Common Stock, in the
ratio of one share of Holdings Common Stock for each share of Laclede Common
Stock, and the Holdings Common Stock shall thereupon be issued and outstanding
and shall be fully-paid and non-assessable; provided, however, that this
conversion shall not affect shares of holders, if any, who perfect their rights
as dissenting shareholders under the laws of the State of Missouri with respect
to these shares. No fractional shares of Holdings Common Stock shall be issued
as part of the conversion
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described above, but the fractional interests of participants in Laclede
Common Stock held by Laclede's Dividend Reinvestment and Stock Purchase
Plan, Salary Deferral Savings Plan, Wage Deferral Savings Plan and Missouri
Natural Division of Laclede Dual Savings Plan shall represent like fractional
interests of such participants in Holdings Common Stock.
2.2 ACQUISITION COMMON STOCK. The shares of Acquisition Common Stock
issued and outstanding immediately prior to the Merger shall be automatically
changed and converted into all of the issued and outstanding shares of Laclede
Common Stock, which shall thereupon be issued and fully-paid and non-assessable,
with the effect that the number of issued and outstanding shares of Laclede
Common Stock shall be the same as the number of issued and outstanding shares of
Acquisition Common Stock immediately prior to the Effective Time.
2.3 HOLDINGS COMMON STOCK. Immediately prior to the Effective Time,
each share of Holdings Common Stock issued and outstanding immediately prior to
the Merger shall be canceled.
2.4 LACLEDE PREFERRED STOCK. The shares of Laclede preferred stock
series B and series C issued and outstanding at the Effective Time of the Merger
shall continue to be issued and outstanding shares of Laclede preferred stock
series B and series C entitled to the same respective dividend and other
relative rights, preferences, limitations and restrictions as are presently
provided.
ARTICLE 3
ARTICLES OF INCORPORATION AND BYLAWS
3.1. LACLEDE ARTICLES AND BYLAWS. From and after the Effective Time,
and until thereafter amended in accordance with applicable law, the Articles of
Incorporation and Bylaws of Laclede as in effect immediately prior to the Merger
shall be and continue to be the Articles of Incorporation and Bylaws of Laclede.
3.2 HOLDINGS ARTICLES AND BYLAWS. From and after the Effective Time,
and until thereafter amended in accordance with applicable law, the Articles of
Incorporation and Bylaws of Holdings, as in effect immediately prior to the
Merger, shall be and continue unchanged to be the Articles of Incorporation and
Bylaws of Holdings.
ARTICLE 4
DIRECTORS AND OFFICERS
4.1 LACLEDE DIRECTORS AND OFFICERS. The persons who are directors and
officers of Laclede immediately prior to the Merger shall continue as directors
and officers, respectively, of Laclede and shall, until further action of
Holdings and/or Laclede, continue to hold office as provided in the Articles of
Incorporation and Bylaws of Laclede.
4.2 HOLDINGS DIRECTORS AND OFFICERS. The persons who are directors and
officers of Holdings immediately prior to the Merger shall continue as directors
and officers, respectively, of Holdings and shall continue to hold office,
subject to change pursuant to action taken as provided in the Articles of
Incorporation and Bylaws of Holdings.
ARTICLE 5
STOCK CERTIFICATES
5.1 RIGHTS OF HOLDERS OF CERTIFICATES. Following the Effective Time,
certificates representing shares of Laclede Common Stock outstanding at the
Effective Time (herein sometimes referred to as "Laclede Certificates") shall
represent the same number of shares of Holdings Common Stock and shall evidence
the right of the registered holder thereof to receive, and may be exchanged for,
certificates for the shares of Holdings Common Stock into which shares of
Laclede Common Stock were converted in accordance with Section 2.1. At the
Effective Time, Holdings shall issue and deliver, or cause to be issued and
delivered, to the transfer agent for Holdings (the "Transfer Agent")
certificates representing whole shares of Holdings Common Stock into which
outstanding shares of Laclede Common Stock have been
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converted as provided above. As promptly as practicable following the Effective
Time, Holdings shall send or cause to be sent to each former shareholder of
record of Laclede immediately prior to the Effective Time written instructions
and transmittal materials (a "Transmittal Letter") for use in surrendering
Laclede Certificates to the Transfer Agent. Upon the proper surrender and
delivery to the Transfer Agent (in accordance with Holdings' instructions,
and accompanied by a properly completed Transmittal Letter) by a former
shareholder of Laclede of the shareholder's Laclede Certificate(s), and in
exchange therefor, the Transfer Agent shall, as soon as practicable, issue,
register and deliver to the stockholder a certificate evidencing the shares
of Holdings Common Stock as contemplated in Section 2.1 above.
5.2 OUTSTANDING CERTIFICATES. Each outstanding certificate that, prior
to the Effective Time, represented Laclede Common Stock shall be deemed for all
corporate purposes at and after the Effective Time to represent the same number
of shares of Holdings Common Stock and the right to receive certificates
therefor.
5.3 STOCK TRANSFER BOOKS. The stock transfer books for Laclede Common
Stock shall be deemed to be closed at the Effective Time, and no transfer of
shares of Laclede Common Stock outstanding prior to the Effective Time shall
thereafter be made on such books. As of the Effective Time, Holdings shall
establish a stock register reflecting ownership of Holdings Common Stock by
former holders of record of Laclede Common Stock and a stock transfer book to
record transfers of Holdings Common Stock.
5.4 POST-MERGER RIGHTS OF HOLDERS. Following the Effective Time, the
holders of certificates for Laclede Common Stock outstanding immediately prior
to the Effective Time shall cease to have any rights with respect to stock of
Laclede and their sole rights shall be with respect to the Holdings Common Stock
into which their shares of Laclede Common Stock shall have been converted by the
Merger, subject to the rights of any dissenting shareholders who perfect
dissenters' rights under Section 351.455 of the General and Business Corporation
Law of Missouri.
5.5 UNSURRENDERED CERTIFICATES. Subject to Section 5.6 below, no
Holdings Common Stock certificate shall be delivered to any former shareholder
of Laclede unless and until the shareholder shall have properly surrendered to
the Transfer Agent the Laclede Certificate(s) formerly representing his or her
shares of Laclede Common Stock, together with a properly completed Transmittal
Letter in the form as shall be provided to the shareholder by Holdings for that
purpose. However, subject to prior escheatment under applicable law, upon the
proper surrender of the Laclede Certificate(s), the Transfer Agent shall issue,
register and deliver a certificate evidencing the shares of Holdings Common
Stock, as described in Sections 2.1 and 5.1, above.
5.6. LOST, ETC., CERTIFICATES. Any shareholder of Laclede whose
certificate for shares of Laclede Common Stock has been lost, destroyed, stolen
or otherwise is missing shall be entitled to receive a certificate representing
the shares of Holdings Common Stock to which he or she is entitled in accordance
with and upon compliance with conditions imposed by the Transfer Agent or
Holdings (including, without limitation, a requirement that the shareholder
provide a lost instruments indemnity or surety bond in form, in substance and
amount satisfactory to the Transfer Agent and Holdings).
ARTICLE 6
LACLEDE STOCK PLANS
Laclede and Holdings shall take all actions required to provide that,
from and after the Effective Time, all director, officer, employee, customer,
shareholder and other plans of Laclede or its affiliates, to the extent they
directly or indirectly utilize Laclede Common Stock, shall utilize Holdings
Common Stock instead of Laclede Common Stock.
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ARTICLE 7
CONDITIONS OF THE MERGER
Completion of the Merger is subject to the satisfaction of the
following conditions:
7.1 SHAREHOLDER APPROVAL. The principal terms of this Agreement shall
have been approved by the holders of common stock of the parties hereto as is
required by the General and Business Corporation Law of Missouri.
7.2 HOLDINGS COMMON STOCK LISTED. All conditions for the listing on the
New York Stock Exchange as of the Effective Time of the Holdings Common Stock to
be issued and to be reserved for issuance pursuant to the Merger shall have been
satisfied.
7.3 REGULATORY APPROVALS. All necessary orders, consents,
authorization, approvals or waivers from the Missouri Public Service Commission,
the Missouri Secretary of State and all other regulatory bodies, boards or
agencies, or from other third parties, shall have been received, remain in full
force and effect, and shall not include, in the sole judgment of the Board of
Directors of Laclede, unacceptable conditions.
7.4 FILINGS. All documents that are required to be filed pursuant to
the General and Business Corporation Law of Missouri shall have been duly
executed and filed with the appropriate agency.
7.5 TAX OPINION. Laclede shall have received an acceptable opinion of
Winthrop, Stimson, Putnam & Roberts confirming the federal income tax status of
the Merger and reorganization contemplated by this Agreement.
ARTICLE 8
AMENDMENT AND TERMINATION
8.1 AMENDMENT. The parties to this Agreement, by consent of their
respective boards of directors, may amend, modify or supplement this Agreement
in such manner as they may agree in writing at any time before or after approval
of this Agreement by the pre-Merger shareholders of Laclede (as provided in
Section 7.1 above); provided, however, that no such amendment, modification or
supplement shall, if agreed to after such approval by the pre-Merger
shareholders of Laclede, change any of the principal terms of this Agreement in
a manner that would, in the sole judgment of the board of directors of Laclede,
materially and adversely affect the rights of the shareholders of Laclede.
8.2 TERMINATION. This Agreement may be terminated and the transactions
provided for by this Agreement may be abandoned at any time, whether before or
after approval of this Agreement by the pre-Merger shareholders of Laclede, by
action of the board of directors of Laclede if such board of directors
determines, in its sole judgment, for any reason that the completion of the
transactions provided for herein would for any reason be inadvisable or not
in the best interests of Laclede or its shareholders.
ARTICLE 9
MISCELLANEOUS
9.1 APPROPRIATE ACTIONS. Prior to and after the Effective Time,
Holdings, Laclede and Acquisition, respectively, shall take all actions as may
be necessary or appropriate to effectuate the Merger. In this connection,
Holdings shall issue and deliver the shares of Holdings Common Stock into which
outstanding shares of Laclede Common Stock will be converted on the basis and to
the extent provided in Article 2 of this Agreement, and shall take such other
actions as are necessary to fulfill Holdings' obligations hereunder, including,
without limitation, those specified in Article 6 of this Agreement. If at any
time after the Effective Time any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest Laclede with full title to
all properties, assets, privileges, rights, immunities and franchises of either
of Laclede and Acquisition, Laclede and its officers and directors and the
individuals who were the officers and directors of Acquisition as of the
Effective Time shall take all such further action.
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9.2 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original hereof.
9.3 MISSOURI LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, Laclede, Holdings and Acquisition have each caused
this Agreement to be executed by an authorized officer.
LACLEDE GAS COMPANY
By: /s/ DOUGLAS H. YAEGER
--------------------------------
Chairman of the Board, President
and Chief Executive Officer
THE LACLEDE GROUP, INC.
By: /s/ DOUGLAS H. YAEGER
--------------------------------
Chairman of the Board, President
and Chief Executive Officer
LACLEDE ACQUISITION INC.
By: /s/ DOUGLAS H. YAEGER
--------------------------------
Chairman of the Board, President
and Chief Executive Officer
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APPENDIX B
ARTICLES OF INCORPORATION
OF
THE LACLEDE GROUP, INC.
ARTICLE I
The name of the corporation is The Laclede Group, Inc.
ARTICLE II
The address, including street and number, if any, of this corporation's
initial registered office in this state is 720 Olive Street, Room 1527,
St. Louis, Missouri 63101, and the name of its initial agent at such address is
Mary C. Kullman.
ARTICLE III
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be: 75,000,000 shares, divided
into two (2) classes, a class of common stock and a class of preferred stock,
and the number of shares in each class is:
(1) 70,000,000 shares of common stock of the par value of
$1.00 per share; and
(2) 5,000,000 shares of preferred stock of the par value
of $25.00 per share.
1. The board of directors, by adoption of an authorizing
resolution, may cause preferred stock to be issued from time to time in one or
more series.
2. The board of directors, by adoption of an authorizing
resolution, may with regard to the shares of a series of preferred stock:
(a) Fix the distinctive serial designation of the shares;
(b) Fix the dividend rate or rates, if any, which may be
subject to adjustment in accordance with a method set
forth in the authorizing resolution adopted by the
board of directors, and the date or dates upon which
such dividends shall be payable;
(c) Fix the date or dates from which the dividends shall
be cumulative, if any;
(d) Fix the redemption price and terms of redemption, if
any;
(e) Fix the amount payable per share in the event of
dissolution or liquidation of the corporation, if
any;
(f) Fix the terms and amount of any sinking fund to be
used for the purchase or redemption of shares, if
any;
(g) Fix the terms and conditions under which shares may
be converted into the securities of this corporation
or another corporation, if any;
(h) Fix the voting rights of such shares, if any, that
are not required by law;
(i) Fix such other preferences, qualifications,
limitations, restrictions and special or relative
rights not required by law.
ARTICLE IV
Upon the issuance for money or other consideration of any shares of
capital stock of this corporation or of any securities convertible into shares
of capital stock of this corporation, of any class whatsoever that may be
authorized from time to time, no holder of shares of capital stock of this
corporation shall be entitled as such as a matter of right to subscribe for,
purchase or receive any proportionate or other share of the capital stock or
securities so issued, but all or any portion of such capital stock may be
disposed of by the
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corporation, as and when determined by the board of directors, free of any
such rights, whether by offering the same to shareholders or by sale or
other disposition as the board of directors may deem advisable.
ARTICLE V
The name and place of residence of each incorporator is as follows:
NAME STREET CITY
Mary C. Kullman 10325 Topaz Spring Drive St. Louis, MO
ARTICLE VI
A. The number of directors to constitute the first board of directors
is ten (10). Thereafter the number of directors shall be fixed (or changed) from
time to time by, or in the manner provided by, the bylaws; provided that the
total number of directors (as thus fixed or changed) constituting the board of
directors shall in no event be less than nine (9) nor more than twelve (12).
This corporation shall give written notice to the Secretary of State of the
number of directors thus fixed (or changed) by any method, such notice to be
given no later than thirty (30) calendar days after the effective date as of
which the number of directors is thus fixed (or changed). There shall be no
cumulative voting in the election of directors. The directors shall, without
limiting their other powers, have the power to make, alter, amend or repeal the
bylaws of this corporation.
B. The time of service and mode of classification of the board of
directors shall be set in the bylaws of this corporation; provided, however,
that the board of directors shall be classified into three (3) classes, each
class to be elected for a three (3) year term, and to be of a size as nearly
equal to the other classes as possible, and with successive annual elections of
the respective classes (so that one separate class will be elected each year).
C. At a meeting called expressly for such purpose, directors may be
removed in the manner provided in this section C of Article VI. The entire board
of directors may be removed, with or without cause, only by a vote of not less
than two-thirds (2/3) of all the outstanding shares of capital stock of this
corporation entitled to vote at such meeting. Subject to the provisions of the
final sentence of this section C, less than the entire board of directors may be
removed, with or without cause, only by a vote of not less than two-thirds (2/3)
of all the outstanding shares entitled to vote at such meeting. Whenever the
holders of the outstanding shares of any class of capital stock of this
corporation are then entitled to elect one or more directors, the provisions of
this section C of Article VI shall apply (with respect to the removal of any
such director or directors so elected) to the vote of the holders of the
outstanding shares of that class, and not to the vote of all outstanding shares
as a whole. Notwithstanding any of the foregoing, any director of this
corporation may, pursuant to Missouri law, be removed for cause, by action of a
majority of the entire board of directors, if the director to be removed shall,
at the time of removal, fail to meet the qualifications stated in the Articles
of Incorporation or bylaws of this corporation for election as a director, or
shall be in breach of any agreement between such director and this corporation
relating to such director's services as a director or employee of this
corporation.
D. This Article VI may be amended, repealed, deleted or otherwise
changed, only upon the affirmative vote of not less than two-thirds (2/3) of all
of the outstanding shares of capital stock of this corporation entitled to vote
at a meeting called for such purpose; provided, however, that whenever the
------------------
holders of the outstanding shares of any class of capital stock of this
corporation are then entitled to elect one or more directors, any amendment
amending, repealing, deleting or otherwise changing this Article VI, shall also
require the affirmative vote of not less than two-thirds (2/3) of the
outstanding shares of each such class.
ARTICLE VII
The duration of this corporation is perpetual.
ARTICLE VIII
The corporation is formed for the following purposes: To serve as a
holding company of other corporations and businesses and to engage in any other
lawful business or operation deemed advantageous or desirable, and to do any and
everything incidental to, growing out of, or germane to any of the foregoing
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purposes or objects, and to have and exercise all of the powers and rights
conferred by the laws of the State of Missouri upon corporations formed under
The General and Business Corporation Law of Missouri, and all acts amendatory
thereof and supplemental thereto, it being expressly provided that the
foregoing clauses shall be in furtherance and not in limitation of the powers
conferred by the laws of the State of Missouri and that the foregoing
enumeration of any specific powers shall not be held to alter or restrict in
any manner the general powers of this corporation.
ARTICLE IX
A. This corporation shall indemnify each of its directors and officers
to the full extent specified by Section 351.355 of the Revised Statutes of
Missouri, as amended from time to time (the "Indemnification Statute"), and, in
addition, shall indemnify each of them against all expenses (including, without
limitation, all attorneys' fees, judgments, fines and amounts paid in
settlement) incurred by such director or officer in connection with any claim
(including, without limitation, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether or not by or in the right of this corporation or any other corporation)
by reason of the fact that such director or officer is or was serving this
corporation or at the request of this corporation in any of the capacities
referred to in the Indemnification Statute or arising out of such director's or
officer's status in any such capacity, provided that this corporation shall not
indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct, or to the extent that such indemnification shall otherwise
be finally adjudged to be prohibited by applicable law.
B. This corporation may, to such extent as it deems appropriate and as
may be permitted by the Indemnification Statute, indemnify any other person
referred to in the Indemnification Statute against any such expenses incurred by
such person in connection with any such claim by reason of the fact that such
person is or was serving this corporation, or at the request of this
corporation, in any of such capacities or arising out of such person's status in
any such capacity.
C. This corporation is authorized to give or supplement any of the
aforesaid indemnifications by bylaw, agreement or otherwise and fund them by
insurance to the extent it deems appropriate. Amounts to be paid under this
Article IX shall be disbursed at such times and upon such procedures as this
corporation shall determine. All such indemnification shall continue as to any
person who has ceased to serve in any of the aforesaid capacities and shall
inure to the benefit of the heirs, devisees and personal representatives of such
person. The indemnification provided for under Section A or given or
supplemented under this Section C of this Article IX shall survive elimination
or modification of this Article IX with respect to any such expenses relative to
any claims arising out of acts or omissions occurring prior to such elimination
or modification and persons to whom such indemnification is given shall be
deemed to have commenced or continued their services in reliance upon all of the
foregoing, and shall be entitled to rely upon such indemnification as a contract
with this corporation, and/or as a third party beneficiary with respect to this
Article IX.
ARTICLE X
No present or former director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that this Article shall not be
construed to eliminate a director's liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) for acts
or omissions not in subjective good faith or which involve intentional
misconduct or a knowing violation of law; (iii) pursuant to Section 351.345 of
the General and Business Corporation Law of Missouri; or (iv) for any
transaction from which the director derived an improper personal benefit. If the
General and Business Corporation Law of Missouri is amended after this
Corporation's adoption of this Article to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of this Corporation shall be eliminated or limited to the fullest
extent permitted by the General and Business Corporation Law of Missouri, as so
amended. Neither the amendment nor the repeal of this Article, nor the adoption
of any provision to these Articles inconsistent with this Article, shall
eliminate or reduce the effect of this Article with respect to any matter
occurring or any cause of action, suit or claim that, but for this Article,
would accrue or arise prior to such amendment or repeal of this Article or prior
to the adoption of the inconsistent provision.
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APPENDIX C
BYLAWS
OF
THE LACLEDE GROUP, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of The Laclede Group,
Inc. ("Company") shall be at such place as the Board of Directors may from time
to time determine, but until a change is effected, such principal office shall
be at 720 Olive Street in the City of St. Louis, Missouri.
SECTION 2. OTHER OFFICES. The Company may also have offices at such
other places both within and without the State of Missouri as the Board may,
from time to time, determine or the business of the Company may require.
ARTICLE II
SEAL
The corporate seal shall have inscribed thereon the name of the Company
and the words "Seal, St. Louis, Missouri." The seal may be used by causing it,
or a facsimile thereof, to be impressed, affixed or reproduced.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
the Company shall be held at 10 o'clock A.M. on the fourth Thursday of January
in each year if not a legal holiday, and if a legal holiday, then on the next
succeeding business day not a legal holiday. The purpose of the meeting shall be
to elect directors and to transact such other business as properly brought
before the meeting. If the Company fails to hold said meeting for the election
of directors on the date aforesaid, the Board of Directors shall cause the
election to be held by the shareholders as soon thereafter as convenient.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by or at the request of the Chairman of the Board, Chief Executive
Officer or a majority of the number of Directors which the Company would have if
there were no vacancies. Also, the Secretary shall call any such special meeting
whenever requested in writing so to do by the holders of record of not less than
one-third of the shares of the capital stock of the Company then outstanding and
entitled to vote thereat.
SECTION 3. NOTICES OF MEETINGS. Notice of each meeting of the
shareholders stating the place, date and hour of the meeting, and, in case of a
special meeting or where otherwise required by statute, the purpose or purposes
for which the meeting is called, shall be sent or otherwise given in accordance
with Section 4 of this Article not less than ten nor more than seventy days
before the date of the meeting, by or at the direction of the person calling the
meeting, to each shareholder entitled to vote at such meeting.
SECTION 4. METHOD OF NOTICE. Notice of any meeting of shareholders
shall be given either personally or by mail, telecopy, telegram or other
electronic or wireless means. Notices not personally delivered shall be sent
charges prepaid and shall be addressed to the shareholder at the address of that
shareholder appearing on the books of the Company. Notice shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by telecopy, telegram or other electronic or wireless means.
An affidavit of the mailing or other means of giving notice of any
shareholders' meeting, executed by the Secretary, Assistant Secretary or any
transfer agent of the Company giving the notice, shall be prima facie evidence
of the giving of such notice.
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SECTION 5. PLACE OF MEETINGS. Meetings of the Company's shareholders
may be held at such place, either within or without the State of Missouri, as
may be fixed from time to time by resolution of the Board of Directors and
designated in the notice of meeting.
SECTION 6. QUORUM: ADJOURNMENTS. The holders of a majority of the
shares issued and outstanding and entitled to vote, present in person or
represented by proxy, shall constitute a quorum at a meeting of the shareholders
for the transaction of business, except as otherwise required by law, the
Articles of Incorporation, as they may be amended (hereinafter the "Charter"),
or these Bylaws. The shareholders present at a meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of such number of shareholders as to reduce the number of remaining
shareholders to less than a quorum. The absence from any meeting of the number
of shares required by law, the Charter or these Bylaws for action upon one
matter shall not prevent action at such meeting upon any other matter or matters
which may properly come before the meeting, if the number of shares required in
respect of such other matters shall be present.
Whether or not a quorum is present, the chairman of the meeting or a
majority of the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power, except as otherwise provided by statute,
successively to adjourn the meeting to such time and place as they may
determine, to a date not longer than ninety days after each such adjournment,
and no notice of any such adjournment need be given to shareholders other than
the announcement of the adjournment at the meeting.
SECTION 7. VOTING: PROXIES. At each meeting of the shareholders, each
shareholder of record entitled to vote thereat may vote in person or by written
proxy. A written proxy may be in the form of a telegram, cablegram or other
means of electronic transmission signed by the shareholder and filed with the
Secretary of the Company. If the instrument designates two (2) or more persons
to act as proxies, a majority of the proxies present at the meeting may exercise
all of the powers conferred by the instrument, unless the instrument provides
otherwise. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy. A proxy shall be deemed
signed if the shareholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by the
shareholder or the shareholder's attorney-in-fact.
In voting on any proposition including the election of directors, each
shareholder shall have one vote for each share of stock which he or she is
entitled to vote on such proposition, and, except as otherwise provided by law,
the Charter or these Bylaws, the affirmative vote of a majority of the shares
entitled to vote and present in person or represented by proxy at the meeting
shall be the act of the shareholders.
The date for determining the shareholders entitled to vote at a meeting
shall be determined pursuant to Article IX, Section 3 of these Bylaws.
SECTION 8. ORGANIZATION. Every meeting of the shareholders for whatever
purpose shall be convened by the Chairman of the Board, Chief Executive Officer,
Secretary or other officer or person calling the meeting, and in the absence of
such officer or person the meeting may be convened by any officer of the
Company, and in the absence of an officer of the Company, the meeting may be
convened by the person duly elected chairman of such meeting. Except as
otherwise provided in these Bylaws, the officer or person convening the meeting
shall act as chairman thereof. The Secretary of the Company shall act as
secretary of all meetings of shareholders and in his or her absence the chairman
of the meeting may designate an assistant secretary of the Company or another
person to act as secretary of the meeting.
Except as may otherwise be required by applicable law or by rules and
regulations adopted by the Board of Directors, the chairman of any meeting of
shareholders shall prescribe such rules, regulations and procedures and do such
acts, including causing the adjournment of the meeting without a vote of
shareholders, that the chairman deems appropriate. Such rules, regulations or
procedures, whether adopted by the Board or prescribed by the chair of the
meeting, may include, but are not limited to, the following: (a) the
establishment of an agenda or order of business for the meeting, including
fixing the time for opening and closing the polls for voting on each matter;
(b) rules and procedures for maintaining order at the meeting and the safety of
those present; (c) limitations on attendance at or participation in the meeting
to shareholders of record of the Company, their duly authorized and constituted
proxies or such other
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persons as the chair shall permit; (d) restrictions on entry to the meeting
after the time fixed for commencement thereof; and (e) limitation on the time
allotted for questions or comments by participants. No nominations of persons
for election to the Company's Board of Directors shall be made, and no
business shall be conducted, at a meeting of shareholders except in accordance
with the procedures set forth in Sections 9 and 10 of this Article III of
these Bylaws. Unless and to the extent determined by the Board or the chair
of the meeting, meetings of shareholders shall not be required to be held
in accordance with rules of parliamentary procedure.
SECTION 9. NOTICE OF SHAREHOLDER NOMINEES FOR DIRECTORS. Only persons
who are nominated in accordance with the procedures set forth in this Section
shall be eligible for election as directors of the Company, except as may be
otherwise provided in the Charter with respect to the rights of holders of
preferred stock of the Company to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors of the Company may be made at any annual meeting of
shareholders or at any special meeting of shareholders called for the purpose of
electing directors: (a) by or at the direction of the Board of Directors (or any
duly authorized committee thereof); or (b) by any shareholder of the Company
entitled to vote at such meeting for the election of directors and who complies
with the procedures set forth in this Section. In addition to any other
applicable requirements, for a nomination to be made by a shareholder, such
shareholder must have given timely notice thereof in proper written form to the
Secretary of the Company, as described in this Section, which notice is not
withdrawn by such shareholder at or prior to such meeting.
To be timely, a shareholder's notice must be delivered or mailed to,
and received by, the Secretary of the Company at the principal executive offices
of the Company: (a) in the case of an annual meeting of shareholders, not less
than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the shareholder to be timely must be so
received not earlier than 60 days prior to the date of the annual meeting and
not later than the close of business on the 10th day following the earlier of
the date on which such notice of the date of the annual meeting was sent or
public disclosure of the date of the annual meeting was made; and (b) in the
case of a special meeting of shareholders called for the purpose of electing
directors, not later than 25 days prior to the date of the meeting; provided
however, that if less than 25 days' notice or prior public announcement of the
date of the meeting is given or made to shareholders by the Company, notice by
the shareholders to be timely must be so received not later than the tenth day
following the day on which such notice of the date of the special meeting was
sent or public disclosure was made, whichever occurs first. In no event shall
the public disclosure of an adjournment of a shareholders' meeting commence a
new time period for the giving of a shareholder's notice as described in this
Section 9. For purposes of this Section 9, "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document filed by the
Company with the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Securities Exchange Act of 1934, as amended (hereinafter, in
this Section 9 and in Section 10 of this Article III, called the "Exchange
Act"), or any successor law or agency rule.
To be in proper written form, a shareholder's notice must set forth in
writing: (a) as to each person whom the shareholder proposes to nominate for
election as a director (the "Proposed Nominee"): (i) the name, age, business
address and residence address of the Proposed Nominee; (ii) the principal
occupation or employment of such Proposed Nominee for the previous five years,
(iii) the class or series and number of shares of the Company's capital stock
owned beneficially or of record by Proposed Nominee, (iv) Proposed Nominee's
written consent to being named in a proxy statement as a nominee and to serving
as a director if elected, and (v) any other information relating to Proposed
Nominee that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for election of directors, pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder; and (b) as to each
shareholder giving the notice and the beneficial owner of Company stock, if any,
on whose behalf the nomination is made ("Beneficial Owner"): (i) the name and
address, as they appear on the Company's shareholder records, of such
shareholder and any such Beneficial Owner; (ii) the class or series and number
of shares of the Company's capital stock which are owned beneficially and of
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record by such shareholder and any such Beneficial Owner; (iii) a description of
all arrangements or understandings between such shareholder or Beneficial Owner
and each Proposed Nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such shareholder or
Beneficial Owner, (iv) a representation that such shareholder or Beneficial
Owner intends to appear in person or by proxy at the meeting to nominate the
Proposed Nominee and (v) any other information relating to such shareholder or
Beneficial Owner that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors and regulations promulgated thereunder.
In the event that a shareholder seeks to nominate one or more
directors, the chairman of the meeting shall determine whether a shareholder has
complied with this Section. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination(s) was not
properly brought before the meeting in accordance with this Section 9, and the
defective nomination shall be disregarded. The chairman's ruling thereon shall
be final and conclusive.
Notwithstanding anything in these Bylaws to the contrary, no election
of a director nominated by a shareholder shall become effective until the final
termination of any proceeding that may have been commenced in any court of
competent jurisdiction for an adjudication of any legal issues incident to
determining the procedure pursuant to which the nomination of such director was
brought before the shareholders, unless and until such court shall have
determined that such proceedings are not being pursued expeditiously and in good
faith.
SECTION 10. PROCEDURES FOR SUBMISSION OF SHAREHOLDER PROPOSALS AT
SHAREHOLDERS' MEETINGS. At a meeting of the shareholders of the Company, only
such business shall be conducted as shall have been brought before the meeting:
(i) pursuant to the Company's notice of the meeting, (ii) by or at the direction
of the Board of Directors (or a committee thereof); or (iii) by any shareholder
of record of the Company entitled to vote on such business at such meeting who
complies with the procedures set forth in this Section. In addition to any other
requirements, for business properly to be brought before a meeting by a
shareholder, the shareholder must have given timely notice thereof in proper
written form to the Secretary of the Company as described in this Section, which
notice is not withdrawn by such shareholder at or prior to such meeting.
To be timely, a shareholder's notice must be delivered or mailed to,
and received by, the Secretary of the Company at the principal executive offices
of the Company: (a) in the case of an annual meeting of shareholders, not less
than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the shareholder to be timely must be so
received not earlier than 60 days prior to the date of the annual meeting and
not later than the close of business on the 10th day following the earlier of
the date on which notice of the date of the annual meeting was sent or public
disclosure of the date of the annual meeting was made; and (b) in the case of a
special meeting of shareholders, not less than 25 days prior to the date of the
meeting; provided, however, that if less than 25 days' notice or prior public
announcement of the date of the meeting is given or made to shareholders by the
Company, notice by the shareholder to be timely must be so received not later
than the tenth day following the day on which such notice of the date of the
special meeting was sent or public disclosure was made, whichever occurs first.
In no event shall the public disclosure of an adjournment of a meeting commence
a new time period for the giving of a shareholder's notice as described in this
Section 10.
For purposes of this Section 10, "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document filed by the
Company with the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act or any successor law or agency rule.
To be in proper written form, a shareholder's notice must set forth in
writing as to each matter the shareholder proposes to bring before the meeting
of shareholders: (i) a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and,
if such business includes a proposal to amend the Charter, the language of the
proposed amendment; (ii) the name and address, as they appear on the Company's
shareholder records, of the shareholder proposing such
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business and of the beneficial owner, if any, on whose behalf the proposal
is made; (iii) the class or series and number of shares of the Company's
capital stock which are owned beneficially and of record by such shareholder
and any such beneficial owner on whose behalf the proposal is made; (iv) any
material interest of the shareholder and any such beneficial owner in such
business; (v) a representation that such shareholder intends to appear in
person or by proxy at the meeting to bring such business before the meeting;
and (vi) any other information relating to such shareholder, beneficial owner
or matters to be brought before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at a meeting of shareholders, except in accordance with the
procedures set forth in Section 9 or Section 10 of this Article III of these
Bylaws. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 10 and, if he or she should so
determine and declare, any such business not properly brought before the meeting
shall not be transacted. If, however, the shareholder does not appear at the
meeting, the proposal shall not be presented for a vote at the meeting, even
though proxies regarding that vote have been received by the Company. The
chairman's ruling thereon shall be final and conclusive. Notwithstanding any of
the foregoing provisions of this Section 10, a shareholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder (or any successor law or agency rule) with respect to the
matters set forth in this Section 10. Nothing in this Section 10 shall be deemed
to affect any rights of shareholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any
successor law or agency rule).
Notwithstanding anything in these Bylaws to the contrary, no business
brought before a meeting of the shareholders by a shareholder shall become
effective until the final termination of any proceeding that may have been
commenced in any court of competent jurisdiction for an adjudication of any
legal issues incident to determining the validity of such business and the
procedure pursuant to which it was brought before the shareholders, unless and
until such court shall have determined that such proceedings are not being
pursued expeditiously and in good faith.
ARTICLE IV
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall control and
manage the property, business and affairs of the Company. The Board of Directors
may also exercise all such powers of the Company and do all such lawful acts and
things as are not by law, the Charter or these Bylaws directed or required to be
exercised or done by the shareholders or some particular officer of the Company.
SECTION 2. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The number of
directors shall be fixed from time to time by resolution of the Board of
Directors provided that in no event shall the number of directors be less than 9
nor more than 12.
The directors shall be elected in three classes, as nearly equal in
number as possible (with one such class to be elected annually, and with each
class of directors to serve until the third annual meeting of shareholders after
the meeting at which such class of directors is elected). All directors shall
serve for their respective terms and until their respective successors shall be
duly elected and qualified.
In the event of any increase in the number of directors, the additional
director(s) shall be added to such class(es) as may be necessary so that all
classes shall be as nearly equal as may be possible. In the event of any
decrease in the number of directors, all classes of directors shall be decreased
as nearly equally as may be possible; provided that no decrease in the number of
directors or reclassification of the Board caused by such reduction in the
number of directors shall shorten the term of any incumbent director. Subject to
the foregoing, the Board shall determine the class(es) to which any additional
director(s) shall be added and the class(es) which shall be increased or
decreased in the event of any increase or decrease in the number of director(s).
In case of any vacancy or vacancies in the Board of Directors, the
Board of Directors by a vote of a majority of the remaining directors may fill
the vacancy or vacancies for the unexpired term. A vacancy that
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will occur at a specified later date, by reason of a resignation effective at
a later date, may be filled before the vacancy occurs, but the new director
shall not take office until the vacancy occurs.
SECTION 3. COMPENSATION. Directors who are not officers or employees of
the Company may receive for their service as directors such annual compensation
as may be determined by resolution of the Board of Directors. In addition, all
directors as such shall receive their expenses, if any, for attending meetings
of the Board of Directors and may receive a fixed sum for attendance as may be
determined by resolution of the Board of Directors; provided, that nothing
herein contained shall be construed to preclude any director from serving the
Company in any other capacity and receiving compensation therefor.
Members of special or standing committees of the Board of Directors
shall receive their expenses, if any, for attending committee meetings and may
receive a fixed sum for attendance at committee meetings as may be determined by
resolution of the Board of Directors.
SECTION 4. QUALIFICATIONS. Directors need not be shareholders of the
Company. At least one director shall be a bona fide citizen and resident of the
State of Missouri. No person shall be eligible for election as a director to any
term commencing after January 25, 2001, if at the time of such election such
person has reached the age of 71 years.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. REGULAR ANNUAL MEETING. A regular annual meeting of the
Board, including newly elected directors, shall be held immediately following
the annual meeting of shareholders and shall be held at the principal office of
the Company, unless another time or place shall be fixed therefor by the
directors. No notice of such meeting shall be necessary to the directors in
order, legally, to constitute a meeting, provided a majority of the whole Board
shall be present. In the event such annual meeting of the Board is not held at
the time and place specified herein, or at such other time and place as may be
fixed by the directors, the meeting may be held at such time and place as shall
be specified in a notice given in the same manner as provided in Section 3(a) or
(b) of this Article for special meetings or as specified in a written waiver
signed by all of the directors.
SECTION 2. REGULAR MEETINGS. Additional regular meetings of the Board
of Directors shall be held without notice if the times of such meetings are
fixed by the Board. If the time of a meeting is not so fixed by the Board,
notice shall be given in the same manner as provided in Section 3(a) or (b) of
this Article for special meetings. Regular meetings of the Board may be held at
any place within or without the State of Missouri that has been designated from
time to time by resolution of the Board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the Company.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called upon request of the Chairman of the Board, the Chief Executive
Officer or three members of the Board of Directors. The person(s) authorized to
call a special meeting of the Board may fix the time and place of the meeting.
Notice of the time, place and purpose of such meeting shall be given by
any one or more of the following methods, and the method used need not be the
same for each director being notified:
(a) written notice sent by mail at least three days prior to the
meeting;
(b) personal service of the notice, telephonic notice or facsimile
or other electronic or wireless transmission of the notice, in
any case at least 24 hours prior to the date of the meeting.
SECTION 4. QUORUM: VOTING: ADJOURNMENTS. At all meetings of the Board
of Directors, a majority of the duly elected Board shall be necessary to
constitute a quorum for the transaction of business, and no action shall be
taken (except adjournment, as provided below, and to fill vacancies, as provided
in Article IV, Section 2) until after a quorum has been established. The act of
a majority of the directors present at any meeting shall be the act of the Board
of Directors, regardless of whether or not a quorum is present at the time such
action is taken, except as may be otherwise specifically provided by the Charter
or by these Bylaws. In the absence of a quorum, a majority of the directors
present shall have power to adjourn the
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meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 5. TELEPHONIC PARTICIPATION. Members of the Board of Directors
may participate in a meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in the meeting in this manner
shall constitute presence at such meeting.
SECTION 6. ACTION BY WRITTEN CONSENT. Any action required or permitted
to be taken at any meeting of the Board of Directors (or of any committee
thereof) may be taken without a meeting if all members of the Board (or
committee) consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board (or committee).
SECTION 7. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the chairman of the Executive Committee, if any, or in his or her absence by the
Chief Executive Officer. In the absence of all such directors, a chairman pro
tem chosen by a majority of the directors present shall preside at the meeting.
The Secretary of the Company, or in his or her absence an Assistant Secretary or
any person designated from time to time by the Board, shall act as its
Secretary.
ARTICLE VI
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate two or more from their
number, in addition to the Chief Executive Officer, who shall be a member, to
constitute an Executive Committee and may appoint a Chairman of the Executive
Committee. The Executive Committee, to the extent provided in said resolution,
shall have and exercise all of the authority of the Board of Directors during
the intervals between the meetings of the Board, including power to cause the
seal of the Company to be affixed to all papers that may require it; but the
Executive Committee shall not have the power or authority with respect to
amending the Charter, adopting an agreement of merger or consolidation, or
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Company's property or assets, nor shall the Executive
Committee have the power or authority to declare a dividend. A meeting of the
Executive Committee may be held on call by the Chairman of the Executive
Committee, the Chief Executive Officer or on the call of any three members of
the Committee. The Executive Committee may hold meetings and make rules for the
conduct of its business and appoint such committees and assistants as it shall
from time to time deem necessary. A majority of the members of the Executive
Committee shall constitute a quorum. Any one or more members of the Executive
Committee may participate by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
The Executive Committee shall keep a record of its proceedings, which
shall be reported to the Board of Directors at the next regular meeting of the
Board.
The Chief Executive Officer may designate from time to time a member of
the Board of Directors to act as a member of the Executive Committee at any
meeting or meetings thereof in the place of any member of the Executive
Committee absent therefrom.
SECTION 2. OTHER COMMITTEES. The Board of Directors may, in its
discretion, by resolution, appoint other committees, composed of two or more
members, which shall have and may exercise such powers as shall be conferred or
authorized by the resolution appointing them. Unless otherwise provided by the
Board, a majority of the members of any such committee shall constitute a quorum
and the acts of a majority of the members present at a meeting at which a quorum
is present shall be the act of such committee. The Board shall have the power at
any time to change the membership of any such committee, to fill vacancies and
to discharge any such committee.
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ARTICLE VII
OFFICERS
SECTION 1. TITLES. The officers of the Company shall be chosen by the
Board of Directors and shall consist of a Chairman of the Board, a President, at
least one Vice President, a Secretary and a Treasurer. The Chief Executive
Officer shall be determined as provided in Article VIII, Section 2. The Board
may also elect one or more additional Vice Presidents, a Controller, one or more
Assistant Treasurers, Assistant Secretaries, Assistant Controllers and such
other officers as the Board may deem appropriate. The following offices may not
be held by the same person: President and Vice President, Chief Executive
Officer and Vice President, President and Secretary, or Chief Executive Officer
and Secretary. Vice Presidents may be given distinctive designations such as
Executive Vice President, Group Vice President, Senior Vice President and the
like.
SECTION 2. ELECTION. The Board shall elect the officers at the Board's
annual meeting. The officers shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. In connection with the election of any officer of the
Company, the Board may determine that such officers, in addition to the title of
the office to which he or she is elected, shall have a further title such as
Chief Administrative Officer, Chief Operating Officer or such other title as the
Board may designate, and the Board may prescribe powers to be exercised and
duties to be performed by any such officer to whom any such additional title of
office is given in addition to those powers and duties provided for by these
Bylaws for such office.
SECTION 3. REMOVAL. Any officer or officers elected or appointed by the
Board of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office may be filled only by the Board.
SECTION 4. SALARIES. The salaries of all officers of the Company shall
be fixed by the Board of Directors.
ARTICLE VIII
DUTIES OF OFFICERS
SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board (a) shall
preside as chairman of all meetings of the Board of Directors and of the
shareholders at which the Chairman shall be present, (b) shall be, ex-officio,
a member of all standing Board Committees and (c) shall have such other powers,
responsibilities and duties as shall be assigned by the Board. In the absence
or disability of the Chief Executive Officer or the President, the Chairman
shall exercise all of the powers and discharge all of the duties of the Chief
Executive Officer or the President.
SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Company shall be that person designated by the Board of Directors from among the
Chairman of the Board, the Chairman of the Executive Committee or the President.
In the absence of such a designation, the President shall be the Chief Executive
Officer. The Chief Executive Officer shall have general supervision and control
over all of the business and property of the Company and shall be responsible at
all times to the Board of Directors and the Executive Committee. The Chief
Executive Officer shall have the power to suspend any subordinate officer
appointed by the Board until such Board may be convened. The Chief Executive
Officer shall have full authority in respect to the signing and execution of
deeds, bonds, mortgages, contracts and other instruments of the Company. In the
absence or the disability of the Chairman of the Board or President, when the
Chief Executive Officer is not the Chairman of the Board or President, the Chief
Executive Officer shall exercise all of the powers and discharge all of the
duties of the Chairman of the Board or the President, as applicable. In the
event the Chief Executive Officer shall fail or for any reason be unable to
serve, the Board of Directors shall promptly act to fill such vacancy.
SECTION 3. PRESIDENT. The President shall be a director and shall have
such powers, responsibilities and duties as shall be assigned by the Board of
Directors, or, when he or she is not the Chief Executive Officer, by the Chief
Executive Officer. The President shall have equal authority with the Chief
Executive Officer with respect to the signing and execution of deeds, bonds,
mortgages, contracts and other instruments of the
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Company. In the absence or disability of the Chief Executive Officer, when the
Chief Executive Officer also serves as the Chairman of the Board and the
President is not the Chief Executive Officer, the President shall exercise all
of the powers and discharge all of the duties of the Chairman of the Board
and Chief Executive Officer.
SECTION 4. VICE-PRESIDENTS. Each Vice President shall perform and
exercise such duties and powers as shall be assigned to that Vice President by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer
or the President.
SECTION 5. TREASURER AND ASSISTANT TREASURER. The Treasurer shall have
charge of the funds of the Company; shall keep the same in depositories
designated by the Board or by officers of the Company authorized by the Board to
make such designations; shall cause said funds to be disbursed upon checks,
drafts, bills of exchange or orders for payment of money signed in such manner
as the Board or authorized officers of the Company may, from time to time,
direct; shall perform such other duties as are incident to his or her office, or
as may be prescribed by the Chief Executive Officer, President or the Board of
Directors from time to time; and if required by the Board of Directors, give
bond for the faithful discharge of his or her duties, in such form and amount
and with such surety or sureties as may be determined by the Board of Directors.
The Assistant Treasurer(s) shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall have such
other duties and powers as the Board may prescribe.
SECTION 6. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all votes and
the minutes of all proceedings of the same. He or she shall give notice of all
meetings of shareholders and special meetings of the Board of Directors and,
when appropriate, shall cause the corporate seal to be affixed to any instrument
executed on behalf of the Company. The Secretary shall also superintend the
keeping and have charge of the books, records and papers of the Company. Except
when a Transfer Agent and Registrar for the stock of the Company is employed,
the Secretary shall keep a register of the address of each shareholder, and make
all proper changes in such register, retaining and filing his or her authority
for all such entries. The Secretary shall perform such other duties as may be
prescribed by the Chief Executive Officer, President or the Board of Directors
from time to time, or as may be incident to his or her office. The Assistant
Secretaries, if any, shall, during the absence of the Secretary, perform the
duties and functions and exercise the powers of the Secretary. Each Assistant
Secretary shall perform such other duties as the Chief Executive Officer,
President, or Chairman of the Board of Directors shall, from time to time,
assign.
ARTICLE IX
STOCK
SECTION 1. CERTIFICATES OF STOCK. The certificates of stock of the
Company shall be consecutively numbered in the order of their issue, and the
names of the owners, the number and class of shares and the date of issue shall
be entered in the books of the Company. The certificates shall be in such form,
consistent with the Charter, as the Board of Directors shall approve, and shall
be signed either manually by the President or a Vice President and also by the
Secretary or an Assistant Secretary or with facsimile signatures of the
foregoing officers, and shall be sealed with the corporate seal, or have a
facsimile thereof printed thereon, and they may also be registered and
counter-signed by a Registrar and Transfer Agent as may be appointed by the
Board of Directors. In case any officer who has signed, or whose facsimile
signature has been placed upon, a certificate shall cease to be such officer
before such certificate is issued, the certificate may be issued by the Company
with the same effect as if he or she were such officer at the date of issue.
SECTION 2. TRANSFERS. Transfers of stock may be made on the books of
the Company only by the person(s) named in the certificate(s) or by the attorney
lawfully constituted in writing representing such named person(s), and upon
surrender of the certificate representing the same, properly endorsed.
SECTION 3. RECORD DATE. The Board of Directors may close the transfer
books in its discretion for a period not exceeding 70 days preceding the day
appointed for any meeting, annual or special, of the shareholders, or the
payment of a dividend or the allotment of rights, or in its discretion the
Board of
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Directors may fix a date not exceeding 70 days preceding any such appointed
day as a record date for the determination of shareholders entitled to notice
of, and to vote at, such meeting or to receive such dividend or rights, as the
case may be.
SECTION 4. DETERMINATION OF HOLDERS. The Company shall be entitled to
treat the holder of record of any share(s) of stock as the holder in fact
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as expressly provided by
the laws of the State of Missouri.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more Transfer Agents and Registrars for its stock, and may
require all stock certificates to bear the signature either of a Transfer Agent
or of a Registrar, or both.
SECTION 6. LOST OR DESTROYED CERTIFICATES. Any person claiming a
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact and advertise the same in such manner as the Board of
Directors may require, and shall give the Company, its Transfer Agents and
Registrars, if they shall so require, a bond of indemnity, in form and with one
or more sureties satisfactory to the Board, the Transfer Agents and the
Registrars of the Company, in the form and with such provisions as the Transfer
Agent or Registrar may deem reasonably satisfactory, whereupon a new certificate
may be issued of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed.
ARTICLE X
MISCELLANEOUS
SECTION 1. DIVIDENDS. Subject to law and the provisions of the Charter,
the Board of Directors shall have absolute discretion in the declaration of
dividends and in fixing and changing the date for the declaration and payment of
dividends. Before payment of any dividend or making any distribution of profits,
the Board of Directors may set aside, out of the surplus or net profits of the
Company, such sum or sums as the Board of Directors may from time to time in
its absolute discretion deem proper as a reserve fund for depreciation or
working capital, or for any other purpose which the Board of Directors shall
deem conducive to the interests of the Company.
SECTION 2. BOOKS AND RECORDS. When entitled to do so under applicable
law, shareholders may inspect the books of the Company at the office of the
Company during the usual business hours of the Company and in the presence of a
representative of the Company, and under such other reasonable regulations as
the officers of the Company may prescribe in the particular instance.
SECTION 3. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, bills,
notes, drafts, vouchers, and other evidences of indebtedness of the Company
shall be signed for the Company by the Chief Executive Officer, the President,
or Treasurer and may also be signed and countersigned by such person(s) as the
Chief Executive Officer or President may designate, provided that instruments
requiring execution with the formality of deeds shall be signed by the Chief
Executive Officer, the President, Treasurer or a Vice President and impressed
with the seal of the Company, duly attested by the Secretary or an Assistant
Secretary.
SECTION 4. CONTRACTS. All contracts, deeds, mortgages, leases or
instruments that require the seal of the Company to be affixed thereto shall be
signed by the Chief Executive Officer, the President or a Vice President, and by
the Secretary or an Assistant Secretary, or by such other officer(s) or
person(s) as the Board of Directors or Executive Committee may by resolution
prescribe.
SECTION 5. FISCAL YEAR. The fiscal year of the Company shall begin on
the first day of October and end on the thirtieth day of September of each year.
SECTION 6. AMENDMENTS. As provided by the Charter, the power to make,
alter, amend or repeal these Bylaws is vested in the Board of Directors. Such
power may be exercised by the vote of a majority of all of the directors at any
annual or regular meeting or at a duly called special meeting.
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APPENDIX D
MISSOURI REVISED STATUTES SECTION 351.455
1. If a shareholder of a corporation which is a party to a merger or
consolidation shall file with such corporation, prior to or at the meeting of
shareholders at which the plan of merger or consolidation is submitted to a
vote, a written objection to such plan of merger or consolidation, and shall not
vote in favor thereof, and such shareholder, within twenty days after the merger
or consolidation is effected, shall make written demand on the surviving or new
corporation for payment of the fair value of his shares as of the day prior to
the date on which the vote was taken approving the merger or consolidation, the
surviving or new corporation shall pay to such shareholder, upon surrender of
his certificate or certificates representing said shares, the fair value
thereof. Such demand shall state the number and class of the shares owned by
such dissenting shareholder. Any shareholder failing to make demand within the
twenty day period shall be conclusively presumed to have consented to the merger
or consolidation and shall be bound by the terms thereof.
2. If within thirty days after the date on which such merger or
consolidation was effected the value of such shares is agreed upon between the
dissenting shareholder and the surviving or new corporation, payment therefor
shall be made within ninety days after the date on which such merger or
consolidation was effected, upon the surrender of his certificate or
certificates representing said shares. Upon payment of the agreed value the
dissenting shareholder shall cease to have any interest in such shares or in the
corporation.
3. If within such period of thirty days the shareholder and the
surviving or new corporation do not so agree, then the dissenting shareholder
may, within sixty days after the expiration of the thirty day period, file a
petition in any court of competent jurisdiction within the county in which the
registered office of the surviving or new corporation is situated, asking for a
finding and determination of the fair value of such shares, and shall be
entitled to judgment against the surviving or new corporation for the amount of
such fair value as of the day prior to the date on which such vote was taken
approving such merger or consolidation, together with interest thereon to the
date of such judgment. The judgment shall be payable only upon and
simultaneously with the surrender to the surviving or new corporation of the
certificate or certificates representing said shares. Upon the payment of the
judgment, the dissenting shareholder shall cease to have any interest in such
shares, or in the surviving or new corporation. Such shares may be held and
disposed of by the surviving or new corporation as it may see fit. Unless the
dissenting shareholder shall file such petition within the time herein limited,
such shareholder and all persons claiming under him shall be conclusively
presumed to have approved and ratified the merger or consolidation, and shall be
bound by the terms thereof.
4. The right of a dissenting shareholder to be paid the fair value of
his shares as herein provided shall cease if and when the corporation shall
abandon the merger or consolidation.
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APPENDIX E
LACLEDE GAS COMPANY
AUDIT COMMITTEE CHARTER
(ADOPTED BY THE BOARD OF DIRECTORS ON MAY 25, 2000)
PURPOSE
The principal purpose of the Audit Committee is to assist the Board of
Directors in fulfilling the Board's oversight responsibilities with respect to
the quality and integrity of the Company's financial statements, financial
reporting process, and systems of internal controls regarding finance,
accounting, legal and regulatory compliance. The Committee also assists the
Board in monitoring the independence and performance of the Company's
independent auditors, the performance of the Internal Audit department and the
operation of ethics programs as established by management and the Board.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as all books, records, facilities and personnel of
the Company. The Audit Committee has the ability to retain, at the Company's
expense, special legal, accounting or other consultants or experts it deems
necessary in the performance of its duties.
COMPOSITION
The Audit Committee shall consist of at least three (3) Directors.
Members of the Committee shall be appointed annually by the Chairman of the
Board of Directors subject to the approval of the full Board of Directors.
Committee members shall satisfy the Audit Committee member requirements of the
New York Stock Exchange, Inc., as such requirements are interpreted by the
Board of Directors in its business judgment, including that: 1) each member is
independent of management and the Company and free from any relationship that
would interfere with the exercise of independent judgment as a Committee member,
2) each member is financially literate, or shall become financially literate
within a reasonable period of time after appointment to the Committee, and 3) at
least one member has accounting or related financial management expertise. The
duly appointed members of the Audit Committee shall serve until replaced. The
Chief Executive Officer of the Company and/or his representative may participate
in meetings but is not a voting member.
QUORUM
A majority of the members of the Committee shall constitute a quorum.
MEETINGS
The Committee shall meet at least three times per year and at such
other times as the Committee deems necessary, upon the call of the Chairman of
the Board or the Chairman of the Audit Committee. The Chairman of the Audit
Committee will establish the agenda for each meeting. Appropriate members of
management and representatives of the independent auditing firm retained by the
Company will be invited to attend meetings of the Committee as requested by the
Audit Committee Chairman. At least twice each year, management, the independent
auditors and the Company's senior internal audit executive will each meet
separately in executive session with the Committee to discuss any matters that
the Committee or any of these groups believes should be discussed.
RESPONSIBILITIES OF THE AUDIT COMMITTEE
The primary function of the Audit Committee is oversight. The Company's
management is responsible for the preparation, presentation and integrity of the
Company's financial statements. Management is also responsible for maintaining
appropriate accounting and financial reporting practices and policies as well as
internal controls and procedures designed to provide reasonable assurance that
the Company is in
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compliance with accounting standards and applicable laws and regulations.
The independent auditors are responsible for planning and performing a
proper audit of the Company's annual financial statements. The independent
auditors are also responsible for performing reviews of the Company's
quarterly financial statements prior to the filing of each quarterly
report with the Securities and Exchange Commission (SEC) on Form 10-Q. The
Committee is responsible for overseeing the conduct of these activities by the
Company's management and the independent auditors.
In fulfilling the Audit Committee's responsibilities hereunder, it is
recognized that members of the Committee are not, and do not represent
themselves to be, accountants or auditors by profession or experts in the fields
of accounting or auditing. It is not the duty of the Audit Committee to plan
or conduct audits or to determine that the Company's financial statements are
complete and accurate and prepared in accordance with generally accepted
accounting principles. As such, the Committee is not providing any expert or
special assurances as to the Company's financial statements or any professional
certification as to the independent auditors' work. Each member of the Audit
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations within and outside of the Company from which it receives
information and (ii) the accuracy of the financial and other information
provided to the Committee by such persons or organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Board of
Directors).
In carrying out its oversight responsibilities, the Committee shall
perform the following functions:
OVERSIGHT OF THE INDEPENDENT AUDITORS
A. Instruct the independent auditors that they are ultimately
accountable to the Board of Directors and Audit Committee.
B. Evaluate and recommend to the Board of Directors a public
accounting firm to be placed in nomination for shareowner
ratification as the Company's independent auditors for the
ensuing year.
C. Review the scope and staffing of the annual audit of the Company's
financial statements.
D. Review the fees paid to the independent auditors for audit and
other significant non-audit services.
E. Receive the independent auditors' annual written statement of
independence delineating the relationships between the independent
auditors and the Company consistent with Independence Standards
Board Statement No. 1; discuss with the independent auditors the
scope of any relationships or services disclosed in the annual
statement of independence that may impact the independent
auditors' objectivity and independence; and if so determined by
the Audit Committee, recommend that the Board of Directors take
appropriate action in response to the independent auditors'
statement to satisfy the Board of the auditors' independence.
OVERSIGHT OF THE INTERNAL AUDITORS
A. Review and approve the scope of the annual audit plan, adequacy
of resources and organizational structure of the internal audit
department.
B. Review the appointment and replacement of the senior internal
audit executive.
C. Review, as appropriate, significant reports prepared by the
internal audit department together with management's response
and follow-up to these reports.
D. Discuss with the Company's General Counsel those legal and
regulatory matters involving the Company that may have a material
impact on the Company's financial statements.
OVERSIGHT OF MANAGEMENT'S FINANCIAL REPORTING PROCESS
A. Review the results of the annual audit of the Company's financial
statements with management, the independent auditors and internal
auditors prior to filing or distribution. Discuss the nature of
any significant changes, adjustments, reclassifications, or
disclosures proposed by the independent auditors and the judgment
of the independent auditors concerning the quality of the
Company's accounting principles and underlying financial
estimates.
E-2
<PAGE>
<PAGE>
B. Review with financial management and the independent auditors
the Company's quarterly financial results prior to release of
earnings and/or the filing of Form 10-Q. The Chairman of the
Committee may represent the entire Committee for purposes of
this review.
C. Discuss certain matters, if any, required to be communicated to
the Committee by the independent auditors in accordance with
Statement on Auditing Standards No. 61.
D. Obtain from the independent auditors assurance that the audit was
conducted in a manner consistent with the procedures set forth in
Section 10A of the Securities Exchange Act of 1934, as amended.
E. In consultation with management, the independent auditors and the
internal auditors, consider the adequacy and integrity of the
Company's financial reporting processes and internal controls.
Discuss significant financial risk exposures and actions that
management has taken to monitor, control, and report such
exposures. Review significant findings prepared by the
independent auditors and the internal audit department together
with management's responses.
F. Based upon the reviews and discussions with management, the
independent auditors and internal auditors, recommend to the Board
of Directors whether the audited financial statements should be
included in the Company's annual Form 10-K.
OTHER DUTIES AND RESPONSIBILITIES
A. Annually review, with the assistance of the internal auditors,
the Company's Code of Business Conduct and report on such review
to the Company's full Board of Directors.
B. Prepare the Audit Committee report required by the rules of the
SEC to be included in the Company's annual proxy statement to
shareholders.
C. Annually review and reassess the adequacy of the Audit Committee
Charter and recommend any proposed changes to the Board of
Directors for approval. Ensure that the Audit Committee Charter
is published in the Company's proxy at least every three years
in the accordance with SEC regulations.
D. Perform such other functions as assigned by law, the Company's
charter or bylaws, or the Board of Directors.
E. Report to the Board of Directors after each Audit Committee
meeting.
E-3
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
------------
EXHIBIT
NUMBER EXHIBIT
2 Agreement and Plan of Merger and Reorganization, filed as Appendix A
to the proxy statement/prospectus.<F*>
3.1 Articles of Incorporation of The Laclede Group, Inc., filed as
Appendix B to the proxy statement/prospectus.<F*>
3.2 Bylaws of The Laclede Group, Inc. filed as Appendix C to the proxy
statement/prospectus.<F*>
3.3 Bylaws of Laclede Gas Company.<F*>
5 Opinion of Gerald T. McNeive, Jr., Esq., with respect to The Laclede
Group, Inc. common stock.<F*>
8 Opinion of Winthrop, Stimson, Putnam & Roberts with respect to certain
federal income tax matters.<F*>
23(a) Consent of Gerald T. McNeive, Jr., Esq., (included in Exhibit 5).<F*>
23(b) Consent of Winthrop, Stimson, Putnam & Roberts (included in
Exhibit 8).<F*>
23(c) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in signature page).<F*>
99.1 Letter to Laclede Gas shareholders.
99.2 Form of Proxy.<F*>
[FN]
<F*> Previously filed.
(b) Financial Statement Schedules
The financial statement schedules are incorporated by reference from
Laclede Gas Company's annual report on form 10-K for the year ended September
30, 2000.
II-1
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment no. 1 to its registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of St. Louis, and State of Missouri, on December 13, 2000.
THE LACLEDE GROUP, INC.
By: /s/ Douglas H. Yaeger
-------------------------------------
Douglas H. Yaeger
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 1 to its registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ D. H. Yaeger Chairman of the Board, President, December 13, 2000
------------------------------------ Chief Executive Officer and Director
(D. H. Yaeger)
/s/ G. T. McNeive, Jr. Senior Vice President December 13, 2000
------------------------------------- (Principal Financial and Accounting Officer)
(G. T. McNeive, Jr.)
/s/A. B. Craig, III<F*> Director December 13, 2000
------------------------------------
(A. B. Craig, III)
/s/H. Givens<F*> Director December 13, 2000
------------------------------------
(H. Givens)
/s/C. R. Holman<F*> Director December 13, 2000
------------------------------------
(C. R. Holman)
II-2
<PAGE>
<PAGE>
/s/R. C. Jaudes<F*> Director December 13, 2000
------------------------------------
(R. C. Jaudes)
/s/W. S. Maritz<F*> Director December 13, 2000
------------------------------------
(W. S. Maritz)
/s/W. E. Nasser<F*> Director December 13, 2000
------------------------------------
(W. E. Nasser)
/s/R. P. Stupp<F*> Director December 13, 2000
------------------------------------
(R. P. Stupp)
/s/H. E. Trusheim<F*> Director December 13, 2000
------------------------------------
(H. E. Trusheim)
/s/M. A. Van Lokeren<F*> Director December 13, 2000
------------------------------------
(M. A. Van Lokeren)
<F*>By: /s/ Mary C. Kullman
-----------------------------
Mary C. Kullman
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
2 Agreement and Plan of Merger and Reorganization, filed as Appendix
A to the Proxy Statement/Prospectus.<F*>
3.1 Articles of Incorporation of The Laclede Group, Inc., filed as
Appendix B to the Proxy Statement/Prospectus.<F*>
3.2 Bylaws of The Laclede Group, Inc. filed as Appendix C to the Proxy
Statement/Prospectus.<F*>
3.3 Bylaws of Laclede Gas Company.<F*>
5 Opinion of Gerald T. McNeive, Jr., Esq. with respect to The
Laclede Group, Inc. common stock.<F*>
8 Opinion of Winthrop, Stimson, Putnam & Roberts with respect to
certain federal income tax matters.<F*>
23(a) Consent of Gerald T. McNeive, Jr., Esq., (included in Exhibit 5
herewith).<F*>
23(b) Consent of Winthrop, Stimson, Putnam & Roberts (included in Exhibit
8 herewith).<F*>
23(c) Consent of Deloitte & Touche LLP.
25 Power of Attorney (included in signature page).<F*>
99.1 Letter to Laclede Gas shareholders.
99.2 Form of Proxy.<F*>
[FN]
<F*> Previously filed.
II-4
