<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 1994
REGISTRATION NO. 33---------
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------
LACLEDE GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI 43-0368139
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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)
R. C. JAUDES, R. J. CARROLL OR D. L. GODINER
LACLEDE GAS COMPANY
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)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
MARCH 7, 1994
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE
CHECK THE FOLLOWING BOX. /X/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE
FOLLOWING BOX. / /
-----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* PRICE* REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $48.75 $48,750,000 $16,809
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock Purchase Rights 1,000,000 - - -
===============================================================================================================================
<FN>
*Per Rule 457(c) this is the average of the high and low prices reported on the New York Stock Exchange as of February 15,
1994, which is within 5 business days prior to the date of filing this registration statement.
</TABLE>
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<PAGE> 2
PROSPECTUS
- ----------
LACLEDE GAS COMPANY
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
1,000,000 SHARES OF
COMMON STOCK
$1 PAR VALUE
PER SHARE
-----------------
Laclede Gas Company ("Company") is offering through its Dividend
Reinvestment and Stock Purchase Plan ("Plan"), a convenient and
economical method of purchasing additional shares of Laclede Gas
Company common stock, par value $1 per share (the "Common Stock")
through the reinvestment of cash dividends and, at the option of a
participant in the Plan (the "Participant"), through the investment of
optional cash payments. The Plan, which was formerly known as the
Laclede Gas Company Dividend Reinvestment Program, was amended
effective February 11, 1994 primarily to allow for optional cash
payments and the use of newly issued and treasury stock. The Plan is
set forth in this Prospectus. This Prospectus relates to one million
shares of Common Stock available for issuance under the Plan and one
million related Common Stock purchase rights attached to the Common
Stock available for issuance under the Plan. See pages 11-17 of this
Prospectus for a description of the Company's Common Stock and of
certain purchase rights related thereto (the "Rights"). This Prospectus
should be retained for future reference.
Common Stock offered through the Plan may be purchased either: (a) on
any securities exchange where the Common Stock is traded, in the over-
the-counter market or through any negotiated transactions; or (b)
directly from the Company in the form of newly issued or treasury
shares; at the discretion of the Company.
The price to Participants of shares of the Common Stock purchased on
the open market or through negotiated transactions will be the weighted
average of the actual cost per share. The price of newly issued or
treasury shares of Common Stock purchased with reinvested dividends or
optional cash payments will be the closing sale price of the Common
Stock as reported on the New York Stock Exchange's report of composite
transactions on the cash dividend payment date.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY 22, 1994.
<PAGE> 3
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
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<S> <C>
Available Information............................................... 2
Incorporation of Certain Documents by
Reference.......................................................... 2
The Company......................................................... 3
Laclede Gas Company Dividend
Reinvestment and Stock Purchase Plan............................... 4
Purpose........................................................... 4
Administration.................................................... 4
Participation..................................................... 4
Purchases......................................................... 6
Costs............................................................. 6
<CAPTION>
PAGE
----
Optional Cash Payments............................................ 6
Reports to Participants........................................... 7
Certificates for Shares........................................... 7
Withdrawal........................................................ 8
Other Information................................................. 9
Tax Responsibility................................................ 9
Use of Proceeds..................................................... 10
Description of Common Stock and Rights.............................. 11
Legal Matters....................................................... 17
Experts............................................................. 18
Indemnification of Directors and Officers........................... 18
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission ("SEC"). Such reports and other
information can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C.; 7 World Trade Center, 13th Floor,
New York, New York; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois. Copies of this material can also
be obtained at prescribed rates from the Public Reference Section of
the SEC at its principal office at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Common Stock and Rights are listed on
the New York and Chicago Stock Exchanges. Reports, proxy statements and
other information concerning the Company can also be inspected and
copied at the offices of such Exchanges at: 20 Broad Street, New York,
New York; and 440 South LaSalle Street, Chicago, Illinois,
respectively.
Shareholders of the Company are furnished copies of an Annual Report
to Shareholders containing financial statements as of the end of the
most recent fiscal year audited and reported upon (with an opinion
expressed) by independent certified public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC pursuant to the Exchange
Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1993.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993.
3. The Company's Form 8-A Registration Statement dated April 17,
1986.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be
2
<PAGE> 4
incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as
"Incorporated Documents"), provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to
Section 13 of the Exchange Act prior to the filing of the Company's
most recent Annual Report on Form 10-K with the SEC shall not be
Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH
PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
INCORPORATED DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS
SHOULD BE DIRECTED TO MR. DONALD L. GODINER, SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY, LACLEDE GAS COMPANY, 720 OLIVE STREET,
ST. LOUIS, MISSOURI 63101, TELEPHONE NUMBER: (314) 342-0508. THE
INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS DOES
NOT PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE
INFORMATION CONTAINED IN THE INCORPORATED DOCUMENTS.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR AN OFFER OR SOLICITATION OF
THE SECURITIES OFFERED HEREBY OR THEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN
SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF SUCH
PROSPECTUS.
THE COMPANY
The Company, which is subject to the jurisdiction of the Missouri
Public Service Commission, is a public utility engaged in the retail
distribution and transportation of natural gas. It serves the City of
St. Louis, St. Louis County, the City of St. Charles and parts of St.
Charles County, the town of Arnold, and parts of Jefferson, Franklin,
St. Francois, Ste. Genevieve, Iron, Madison and Butler Counties, all in
Missouri. As an adjunct to its natural gas distribution and
transportation business, the Company operates underground natural gas
storage fields and is engaged in the transportation and storage of
liquid propane. The Company has engaged in the exploration for and
development of natural gas on a utility and nonutility basis. Certain
gas production sales are subject to the regulation of the Federal
Energy Regulatory Commission. Since 1968, the Company has also made
investments in other nonutility businesses as part of a diversification
program.
The Company's principal executive office is located at 720 Olive
Street, St. Louis, Missouri 63101. Its telephone number is
314-342-0500.
3
<PAGE> 5
LACLEDE GAS COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following question and answer statements constitute the full
provisions of the Dividend Reinvestment and Stock Purchase Plan, as
amended effective February 11, 1994, (the "Plan"). The Plan has been
modified principally to provide that (i) persons who have elected to
participate in the Plan ("Participants") may make quarterly optional
cash payments for investment in Laclede Gas Company Common Stock (the
"Common Stock"); and (ii) shares purchased for the Plan may be newly
issued or treasury shares of Common Stock OR shares acquired on the
open market, all at the discretion of the Company. The Company pays all
costs of administration of the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers shareholders of record of Common Stock
("Shareholders") a convenient and economical method of increasing their
ownership of Common Stock. Once a Participant is enrolled in the Plan,
cash dividends and any optional cash payments made by the Participant
will be used to purchase additional shares of Common Stock on each cash
dividend payment date. The Company shall, at its sole option, direct
that Common Stock be purchased from time to time from the Company or in
the market. To the extent that such shares are purchased from the
Company, the Company will receive funds which will be used for
investment in plant or for other general corporate purposes.
Full reinvestment of dividend funds is possible under the Plan
because the Plan permits fractions of shares, as well as full shares,
to be credited to Participants' accounts. Dividends on such fractions
of, as well as on full, shares will be credited to Participants'
accounts. Under the Plan, the Company, and not the Participants, will
pay any brokerage fees or commissions associated with purchases in the
market.
ADMINISTRATION
2. WHO WILL ADMINISTER THE PLAN?
The Company will administer the Plan. Boatmen's Trust Company
(hereinafter the "Agent") will serve as agent for the Participants,
performing such functions as keeping a continuing record of
Participants' accounts, purchasing all shares for the Participants,
advising them of purchases, and performing other duties related to the
Plan. The Common Stock purchased for the accounts of the Participants
will be registered in the name of the Agent as custodian for
Participants in the Plan. If the Agent ceases to serve as agent and
custodian, its successor will be designated by the Company. Information
on how to contact the Agent is set forth in the response to Question
23.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock are eligible to
participate in the dividend reinvestment feature and the optional cash
payment feature of the Plan. An owner of Common Stock
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<PAGE> 6
whose shares are registered in a name other than his or her own (for
example, the name of a broker or bank nominee) who wants to participate
in the Plan must become a shareholder of record by having his or her
shares intended to be included in the Plan transferred into his or her
own name, or by purchasing new shares in his or her own name. To
participate in the optional cash feature of the Plan, a Shareholder
must also participate in the dividend reinvestment feature.
4. MUST A SHAREHOLDER PARTICIPATE IN THE DIVIDEND REINVESTMENT FEATURE
OF THE PLAN WITH ALL CASH DIVIDENDS PAID ON ALL COMMON SHARES OWNED
OF RECORD?
Yes. A Shareholder electing to participate in the Plan must
participate with all cash dividends paid on all Common Stock owned of
record by the Participant. After enrolling to participate in the Plan,
all cash dividends on shares held by a Participant in certificate form
and registered in the Participant's name and all cash dividends on
shares held under the Plan, including all shares acquired through
optional cash payments made by a Participant and all shares acquired
under the Plan's dividend reinvestment feature, will be used to
purchase additional shares under the Plan.
5. HOW DO ELIGIBLE PERSONS PARTICIPATE?
An eligible Shareholder may join the Plan at any time by completing
an Authorization Form and returning it to the Agent. Authorization
Forms will be furnished in March, 1994 to all Shareholders of record
and may be obtained at any time thereafter by written request to the
Agent or by telephoning the Agent at the appropriate address or toll
free number listed in the response to Question 23.
6. WHEN MAY AN ELIGIBLE PERSON JOIN THE PLAN?
A Shareholder of record may join the Plan at any time.
If the Agent receives a properly completed Authorization Form for
dividend reinvestment before the record date for the payment of the
next cash dividend, then the dividend will be used to purchase
additional shares of Common Stock on the next cash dividend payment
date. If such Authorization Form is received on or after the record
date for the next cash dividend but on or before the applicable cash
dividend payment date, dividend reinvestments will not start until the
payment of the next following cash dividend. Dividends are currently
paid on or about January 2, April 1, July 1 and October 1. The record
dates will normally be around the eleventh day of the month prior to
the dividend payment date; however, the record date for the April 1,
1994 cash dividend payment is expected to be on or about March 21,
1994.
Optional cash payments may be received by the Agent no earlier than
28 days and no later than five days prior to the next cash dividend
payment date. Optional cash payments received before or after such
dates will be returned to the Participants. No interest will be paid on
optional cash payments held by the Agent pending investment.
7. WHAT DOES AN AUTHORIZATION FORM AUTHORIZE?
An Authorization Form authorizes the Agent, on behalf of the
Participant, to receive all cash dividends on the shares of Common
Stock registered in the Participant's name and on those shares of
Common Stock acquired for the Participant in the Plan, and to use these
cash dividends to purchase shares of Common Stock on each dividend
payment date; and to use any timely received optional cash
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<PAGE> 7
payments to purchase shares of Common Stock on the next cash dividend
payment date. Any such authorization shall continue until it is
withdrawn by the Participant.
PURCHASES
8. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares purchased will depend on the amount of a
Participant's cash dividend, optional cash payment and the purchase
price of the shares. Each Participant's account will be credited with
that number of shares, including fractions computed to four decimal
places, equal to the total amount invested divided by the purchase
price.
9. WHAT IS THE PRICE OF THE SHARES PURCHASED UNDER THE PLAN?
When the Agent purchases shares of Common Stock from the Company, the
price per share of shares purchased by the Participants on the
applicable cash dividend payment date will be the closing sales price
for the Common Stock on the New York Stock Exchange report of composite
transactions on the applicable cash dividend payment date (or the
previous trading day if the dividend payment date is not a day on which
Common Stock was traded). In each case, the price will be calculated to
four decimal places. No shares will be sold by the Company for less
than the par value thereof.
If the Company, at its option, directs the Agent to purchase part or
all of the Common Stock in the open market instead of from the Company,
the price per share to Participants will be based on the weighted
average price carried to four decimal places of the actual purchase
price of the shares then being acquired on the open market by the
Agent, exclusive of brokerage commissions and expenses. The Company
will pay any such brokerage commissions and expenses.
It should be recognized that, since investment prices are determined
as of specified dates, a Participant loses any advantage which might
otherwise be available from being able to select more precisely the
timing of the Participant's investment.
COSTS
10. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
The Company will pay all administrative costs of the Plan.
Participants will pay no brokerage commissions, expenses or service
charges under the Plan in connection with purchases under the Plan.
When shares are sold by the Agent for a Participant, however, the
Participant will be responsible for any brokerage commissions or
service charges incurred on the sale of shares.
OPTIONAL CASH PAYMENTS
11. HOW ARE OPTIONAL CASH PAYMENTS MADE?
Participants may make optional cash payments of not less than $100
for each calendar quarter and not more than $30,000 for a calendar
year. Optional cash payments must be received by the Agent no earlier
than 28 days and no later than five days prior to a cash dividend
payment date. Cash payments received before or after such dates will be
returned to the Participants. Each optional cash payment by
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a Participant shall be made by check or money order payable to the
Agent and mailed to the Agent WITH A REMITTANCE FORM FOR OPTIONAL CASH
PAYMENTS FURNISHED FOR THAT PURPOSE, except that when enrolling in the
Plan an optional cash payment may be made by the Participant by
enclosing a check or money order with the Authorization Form. The same
amount of money need not be sent each time, subject to the minimum and
maximum payment levels, and there is no obligation to make optional
cash payments.
The Agent will acknowledge receipt of ALL optional cash payments. A
Participant may withdraw the amount of any optional cash payment prior
to investment if written notice of the intent to withdraw is received
by the Agent NO LATER THAN THE CLOSE OF BUSINESS ON THE THIRD BUSINESS
DAY preceding the next cash dividend payment date. No interest will be
paid on optional cash payments held by the Agent pending investment.
Participants should not send cash.
REPORTS TO PARTICIPANTS
12. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each Participant will receive a statement of account each quarter
showing amounts invested, purchase prices, number of shares purchased
and other information for that quarter. Participants will also receive
written notice of any changes in the Plan.
In addition, each Participant will receive all communications sent to
every holder of Common Stock, including the Company's annual report to
shareholders, the notices of meetings of shareholders, the proxy
statement and proxies.
CERTIFICATES FOR SHARES
13. WILL CERTIFICATES BE ISSUED FOR THE COMMON STOCK PURCHASED FOR THE
PARTICIPANTS IN THE PLAN?
Normally, certificates for Common Stock purchased under the Plan will
not be issued to Participants in their names but will be registered in
the name of the Agent and credited to the Participants' Plan accounts.
However, upon a Participant's written request, certificates for any
number of whole shares credited to the Participant's account will be
issued in the Participant's name, and delivered to the Participant.
Requests for certificates shall be handled without charge to
Participants. After such a delivery of certificates, a Participant must
continue to participate in the Plan with shares represented by such
certificates until such time as the shares are sold or otherwise
transferred or until the Participant terminates participation in the
Plan. Any remaining fractional or whole shares will continue to be
credited to the Participant's Plan account.
Certificates for fractions of shares will not be issued to a
Participant.
Common Stock credited to the account of a Participant under the Plan
may not be pledged. A Participant who wishes to pledge Common Stock
must request that certificates for such Common Stock be issued in his
or her name, or by purchasing shares in his or her name. Pledged,
certificated shares registered in the name of a Participant, like all
other certificated shares so registered, will be and remain in the
dividend reinvestment feature of the Plan.
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Certificates for whole shares purchased under the Plan will be
accompanied by the same common stock purchase rights ("Rights") as
shall accompany the same number of shares purchased outside the Plan,
and the shares in the Participant's Plan account shall also include
such Rights.
WITHDRAWAL
14. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A Participant may withdraw from the Plan by sending a written request
to withdraw to the Agent. When a Participant withdraws from the Plan,
the Participant has two options: A Participant may elect (i) to receive
a certificate for ALL of the whole shares credited to the Participant's
Plan account and receive a cash payment for any fraction of a share, or
(ii) to have the Agent sell ALL of the Participant's Plan shares and
receive a check for the proceeds less any related brokerage commissions
and transfer taxes. In order to take advantage of economies inherent in
bulk sales, sales of whole and fractional shares will be accumulated;
sales transactions will, however, normally occur at least every 30
days. Cash payments for whole and fractional shares will be based on
the actual sales price of the shares on the sale date. It should be
recognized that if the Participant elects to have the Agent sell his or
her stock, the Participant loses any advantage which might otherwise be
available from being able to select more precisely the timing of the
sale of his or her shares.
15. WHEN MAY PARTICIPANTS WITHDRAW FROM THE PLAN?
A Participant may withdraw from the Plan at any time, upon written
notification to the Agent.
If a Participant's request to withdraw is received by the Agent prior
to the record date for the next cash dividend, the dividend paid on
such dividend payment date will be sent to the Participant and any
optional cash payment previously sent to the Agent and not yet invested
will be returned.
If a Participant's request to withdraw is received by the Agent on or
after the record date but on or before the applicable cash dividend
payment date, the dividend paid on the dividend payment date and any
optional cash payments received will be used to purchase shares under
the Plan.
After the dividend payment date, the Participant will receive,
depending upon his or her election in the request to withdraw, a
certificate for the whole shares in his or her Plan account and a check
for any fractional share, or a check for the proceeds of all of his or
her shares, whole and fractional, credited to his or her Plan account
less any related brokerage commissions and transfer taxes. All
subsequent dividends will be sent to the Participant unless he or she
re-enrolls in the Plan.
Death of a Participant will not constitute termination of
participation in or withdrawal from the Plan. To terminate
participation and withdraw from the Plan on behalf of the estate of a
deceased Participant, the Agent must receive written notice of the
death, accompanied by payment instructions and evidence satisfactory to
the Agent of the authority of the person communicating with the Agent
to act on behalf of such estate.
16. WHEN MAY FORMER PARTICIPANTS REJOIN THE PLAN?
Generally, a former Participant may again become a Participant at any
time. However, the Company reserves the right to reject any
Authorization Form from a previous Participant on grounds
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of excessive joining and termination. Such reservation is intended to
minimize unnecessary administrative expense and to encourage use of the
Plan as a long-term investment service.
OTHER INFORMATION
17. WHAT HAPPENS TO THE PARTICIPANT'S PLAN ACCOUNT IF THE COMPANY
ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends or split shares distributed by the Company on
Common Stock held in the Plan for a Participant will be credited to the
Participant's Plan account.
18. HOW WILL PARTICIPANTS' COMMON STOCK BE VOTED AT MEETINGS OF
SHAREHOLDERS?
For each meeting of Shareholders, Participants will receive proxies
which will enable them to vote shares of Common Stock credited to the
Participants' accounts. No shares credited to a Participant's account
will be voted unless a proxy from the Participant has been received for
the shares.
19. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the
Plan at any time. Notice of any such suspension, material modification
or termination of the Plan will be sent to all Participants.
Termination of the Plan will have the same effect and be accomplished
as to each Participant in the same manner as if the Participant had
completely withdrawn from participation in the Plan.
20. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the Plan as
it deems desirable or necessary. Neither the Company nor the Agent, in
administering the Plan, will be liable for any act done in good faith
or for any omission to act in good faith, including, without
limitation, any act giving rise to a claim of liability arising from
(i) failure to terminate a Participant's account upon such
Participant's death prior to the receipt of written notice of such
death as set forth in the response to Question 15; (ii) the times and
prices at which shares are purchased or sold for a Participant's
account; or (iii) fluctuations in the market price of the Company's
common shares.
A Participant should recognize that neither the Company nor the Agent
can assure a profit or protect against a loss on the Common Stock
purchased under the Plan.
TAX RESPONSIBILITY
21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN
THE PLAN?
Dividends that are reinvested for a Participant are subject to income
taxes as if they had been paid directly to the Participant in cash. In
addition, the Internal Revenue Service has issued a private ruling on
an arrangement similar to this Plan to the effect that any brokerage
commissions and brokerage service charges paid by the Company on a
Participant's behalf are to be treated as dividend income to the
Participant.
Accordingly, the Agent will send each Participant a year-end
statement showing dividends invested, service charges and any brokerage
commissions paid on the Participant's behalf, and the Participant
should retain this statement for the Participant's tax records.
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The price at which shares are purchased will be determined as
described in the response to Question 9. The Internal Revenue Service
private ruling also stated that any brokerage commissions and brokerage
service charges may be added to the cost basis of the shares purchased
for a Participant's account. Participants will need to know this
information to compute taxable gains or losses upon a sale of the
shares.
A Participant will not realize any federal taxable income solely by
reason of the receipt of certificates for whole shares of Common Stock
previously credited to the Participant's account, whether upon request,
withdrawal from the Plan, or the Company's termination thereof.
However, gain or loss will be realized when shares, whether whole or
fractional, are sold for the Participant and the Participant receives a
check for the proceeds of such sale. The amount of the gain or loss and
its character will depend upon the circumstances of each Participant.
PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS FOR MORE
SPECIFIC INFORMATION, PARTICULARLY SINCE INTERPRETATIONS AND LAWS,
REGULATIONS AND RULINGS MAY CHANGE OVER TIME.
22. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS SUBJECT TO UNITED
STATES INCOME TAX WITHHOLDING?
In the case of foreign Shareholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Agent will invest in shares of Common Stock an amount
equal to the dividends of such foreign Participants less the amount of
tax required to be withheld. The quarterly statement of account
confirming purchases made by the Agent for such foreign Participants
will indicate the net dividend payment invested and the amount of tax
withheld.
Optional cash payments received from foreign Shareholders must be in
United States dollars and will be invested in the same way as optional
cash payments from other Participants.
23. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
Boatmen's Trust Company, Agent
Corporate Trust Administration
P.O. Box 14768
St. Louis, Missouri 63178-4768
or
Telephone at: 1-314-466-1357 from St. Louis, Missouri
1-800-456-9852 outside St. Louis (Continental U.S.)
USE OF PROCEEDS
At present, one million shares of additional authorized but unissued
and treasury Common Stock are available for sale under the Plan. The
net proceeds from the sale of the Common Stock sold pursuant to the
Plan will be applied toward investment in plant and other general
corporate purposes. The Company does not know either the number of
shares of Common Stock that will ultimately be sold pursuant to the
Plan or the prices at which such shares will be sold.
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<PAGE> 12
DESCRIPTION OF COMMON STOCK AND RIGHTS
GENERAL
The Company is authorized by its Articles of Incorporation, as
amended (the "Articles"), to issue 50 million shares of Common Stock
($1 par value), of which 15,586,462 shares were issued and outstanding
as of the date of this Prospectus.
The outstanding Common Stock is traded on the New York Stock Exchange
and Chicago Stock Exchange under the symbol LG.
The following are summaries relating to the Common Stock and Rights
(the terms of which Rights are hereinafter summarized under the caption
"Common Stock Purchase Rights"), and of certain features of the
Company's $25 par value, 5% Series B Preferred Stock, and $25 par
value, 4.56% Series C Preferred Stock (all shares of Preferred Stock,
regardless of series, being referred to collectively as the "Preferred
Stock"); and of certain provisions of the Articles, the General and
Business Corporation Law of Missouri, and the Company's Mortgage and
Deed of Trust dated as of February 1, 1945 as supplemented and amended
(the "Mortgage"). This summary of certain rights and privileges of the
holders of Common Stock and Rights does not purport to be complete and
is qualified in its entirety by reference to the Articles, the laws of
the State of Missouri, the Mortgage and, with respect to the Rights,
the Rights Agreement dated as of April 17, 1986, between the Company
and The Boatmen's National Bank of St. Louis, Rights Agent.
DIVIDEND RIGHTS
After payment in full of cumulative dividends on the preferred stock
of all series, the Board of Directors may declare dividends upon the
Common Stock out of funds legally available therefor, subject to the
following dividend restrictions:
Each series of the Preferred Stock is entitled, in preference to the
Common Stock, to receive cumulative cash dividends at its respective
designated rate payable quarterly on March 31, June 30, September 30,
and December 31 of each year when and as declared by the Board of
Directors out of funds legally available therefor. Dividends on the
Preferred Stock are cumulative.
Under the terms of the Company's Mortgage so long as any of the bonds
of the 9 5/8% Series due May 15, 2013, or the 8 1/2% Series due
November 15, 2004, or the 8 5/8% Series due May 15, 2006, or the 7 1/2%
Series due November 1, 2007, or the 6 1/4% Series due May 1, 2003, are
outstanding, the Company will not declare or pay any dividends on
Common Stock (other than dividends in Common Stock) or purchase, redeem
or otherwise acquire or retire for value Common Stock, if the aggregate
net amount expended for such dividends, acquisitions, and the like,
after September 30, 1953, would exceed: (a) the net income available
for Common Stock for the period beginning October 1, 1953, and ending
with the last day of the calendar quarter immediately preceding the
declaration of such dividend, or ordering of such distribution, or the
taking of such other action; plus (b) $8,000,000. The aggregate net
amount of the dividends and other restricted payments shall be
determined by deducting from the aggregate amount thereof the total
amount of cash payments received by the Company after September 30,
1953, for any shares of Common Stock sold by the Company after that
date.
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<PAGE> 13
As of February 1994, the availability for distribution of the
Company's retained earnings was not impaired to any material extent by
the restriction described in the immediately preceding paragraph.
Under the Company's Articles, if the stated capital represented by
all stock junior to the Preferred Stock plus paid-in and capital
surplus and retained earnings is less than 25% of the total
capitalization (such percentage was approximately 56% at December 31,
1993), no dividends (other than stock dividends) will be paid on such
junior stock unless (i) such dividend is not more than 75% of the net
earnings of the Company after provision for dividends on the Preferred
Stock outstanding earned during the fiscal year in which such dividend
is declared and before the end of the quarter in which such dividend is
declared or (ii) such dividend together with all dividends on stock
junior to the Preferred Stock declared or paid since the earliest date
of issue of any of the then outstanding Preferred Stock aggregate not
more than 75% of the net earnings of the Company after provision for
dividends on the Preferred Stock outstanding earned between said
earliest date of issue and the end of the quarter in which such
dividend is declared.
The Series B Preferred Stock provides for a sinking fund designed to
retire 6,400 shares in each year commencing in 1962 and the Series C
Preferred Stock provides for such a fund designed to retire 4,000
shares annually commencing in 1968. If the sinking fund requirements
are not met, the Company may not pay dividends on or acquire any Common
Stock. However, to the extent that net earnings (as defined) after
preferred dividends are less than the sinking fund requirement, the
sinking fund payment may be reduced and such reduction for such year is
deemed an excused failure. No dividends may be paid on Common Stock for
the twelve months following an excused failure unless the amount in
default is set aside in full.
VOTING RIGHTS
Except as hereinafter stated, the holders of the Common Stock are
entitled to one vote for each share of such Common Stock held of record
at all stockholder meetings, and such holders have the sole voting
rights.
No shares of any series of Preferred Stock are entitled to vote at
any meeting of stockholders or election of Directors of the Company
except that whenever six quarterly dividends payable thereon shall be
in default, then until no dividends on any Preferred Stock are in
default, the holders of the Preferred Stock of all series, voting as a
class, will have the right to elect the minimum number of Directors
required to constitute a majority of the full Board, with the minority
of the full Board being elected by the holders of Common Stock, voting
as a separate class.
Cumulative voting (determined in accordance with the procedure set
forth under Missouri law) is applicable to all elections of Directors.
The Company's Articles and By-Laws provide that the Board of
Directors be classified into three classes, with one class to be
elected each year, and with each class to be elected for a term of
three years, and to be of a size as nearly equal to the other classes
as possible. Article IV of the Company's Articles also provides that a
change in the number of members of the Board to a number less than nine
or more than twelve, or a change in classification of the Board,
requires the affirmative vote of holders of at least two-thirds of the
shares outstanding and entitled to vote thereon; and that the entire
Board could be removed, with or without cause, by the affirmative vote
of holders of at least two-thirds of the
12
<PAGE> 14
shares outstanding and entitled to vote thereon. Furthermore, less than
the entire Board could be removed, with or without cause, by a vote of
holders of at least two-thirds of the shares outstanding and entitled
to vote thereon, except that no Director may be removed by shareholders
if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the class of directors of
which he is a member. Article IV of the Articles may be amended or
repealed only upon the affirmative vote of holders of at least two-
thirds of the shares outstanding and entitled to vote thereon. In
addition to the foregoing description relating to removal by
shareholder action, a director may also be removed, under Missouri law,
by a majority of the board for failure to meet qualifications for his
election set forth in a corporation's articles or by-laws, or for
breach of any contract relating to his service as a director or
employee.
LIQUIDATION RIGHTS
Upon any dissolution, liquidation or winding up of the Company
resulting in a distribution to its stockholders, the holders of the
Common Stock are entitled to receive all assets remaining after the
requisite payments have been made to the holders of the Preferred
Stock.
PREEMPTIVE OR OTHER SUBSCRIPTION RIGHTS
The Company's shares of Common Stock have limited preemptive rights.
Article III-B of the Company's Articles provides, in substance, that
holders of shares of the Company's Common Stock shall have no
preemptive right to acquire any shares of capital stock (or any
securities convertible into shares of capital stock) issued for money
or other consideration unless the Board of Directors of the Company
determines to sell Common Stock (or securities convertible into Common
Stock) solely for money and other than: (1) by a public offering; (2)
through underwriters who will promptly make a public offering; or (3)
pursuant to an authorization by a majority of outstanding common shares
entitled to vote.
OTHER PROVISIONS
All of the outstanding shares of Common Stock are, when issued and
paid for, fully paid and non-assessable.
TRANSFER AGENT AND REGISTRAR
The registrar, transfer agent, and dividend disbursing agent for the
Company's Common Stock and the Preferred Stock is Boatmen's Trust
Company, Corporate Trust Administration, P.O. Box 14737, St. Louis,
Missouri 63178-4737.
MISSOURI TAKEOVER STATUTES
Under Missouri law, a person (or persons acting as a group) who
acquires 20% or more of the outstanding stock of an "issuing public
corporation" will not have voting rights, unless: (i) such acquiring
person satisfies certain statutory disclosure requirements, and (ii)
the restoration of voting rights to such acquiring person is approved
by the issuing public corporation's shareholders. Additional
shareholder approval is required to restore voting rights when an
acquiring person has
13
<PAGE> 15
acquired one-third and a majority, respectively, of the outstanding
stock of the issuing public corporation.
Missouri law also regulates a broad range of "business combinations"
between a "resident domestic corporation" and an "interested
shareholder." "Business combination" is defined to include, among other
things, mergers, consolidations, share exchanges, asset sales,
issuances of stock or rights to purchase stock and certain related
party transactions. "Interested shareholder" is defined as a person
who: (i) beneficially owns, directly or indirectly, 20% or more of the
outstanding voting stock of a resident domestic corporation or (ii) is
an affiliate of a resident domestic corporation and at any time within
the last five years has beneficially owned 20% or more of the voting
stock of such corporation. Missouri law prohibits a resident domestic
corporation from engaging in a business combination with an interested
shareholder for a period of five years following the date on which the
person became an interested shareholder, unless the Board of Directors
approved the business combination before the person became an
interested shareholder. Business combinations after the five-year
period following the stock acquisition date are permitted only if: (i)
the Board of Directors approved the acquisition of the stock prior to
the acquisition date, (ii) the business combination is approved by the
holders of a majority of the outstanding voting stock (other than the
interested shareholder), and (iii) the consideration to be received by
shareholders meets certain statutory requirements with respect to form
and amount.
The Company is both an "issuing public corporation" and a "resident
domestic corporation" subject to the Missouri takeover statutes
described above. Missouri law defines each type of entity as including
a Missouri corporation having: (i) one hundred or more shareholders,
(ii) its principal place of business, principal office or substantial
assets in Missouri, and (iii) certain prescribed percentages of stock
ownership by Missouri residents.
BUSINESS COMBINATION PROVISION IN ARTICLES
Under Article VII of the Company's Articles, certain Business
Combinations (as defined in Article VII) involving the Company and any
beneficial owner directly or indirectly of 10% or more of the
outstanding voting shares of the Company (a Substantial Shareholder)
would normally require approval by the affirmative vote of the GREATER
of: (i) 80% of all of the Company's Common Stock; or (ii) a majority of
all such Common Stock not owned directly or indirectly by the
Substantial Shareholder, PLUS all of such Common Stock then owned
directly or indirectly by the Substantial Shareholder (the greater of
clauses (i) and (ii) being hereinafter called the "Special Vote").
However, only a two-thirds ( 2/3) affirmative vote would be required
if: (1) the transaction is approved by a majority of those directors
who were in office at the time the Substantial Shareholder became such,
or certain of their successors, (collectively, the Continuing
Directors); or (2) the shareholders receive consideration in a Business
Combination not less than the GREATEST of: (a) the highest per share
price paid by the Substantial Shareholder in acquiring any of the
Substantial Shareholder's shares; or (b) the Fair Market Value (as
defined in Article VII) on the date the merger or consolidation is
approved by the Board; or (c) the highest price then being offered per
share in any other bona fide offer outstanding on the date the Business
Combination is approved by the Board; and certain proscribed dividend
actions have not occurred.
14
<PAGE> 16
Article VII may be subsequently amended (the "Subsequent Proposal")
only by the Special Vote, unless: (a) there is no Substantial
Shareholder, and the Subsequent Proposal has been approved by a
majority of the Company's Board; or (b) there is a Substantial
Shareholder and the Subsequent Proposal has been approved by a majority
of the Continuing Directors. In such latter two instances, only the
affirmative vote of holders of a majority of the Common Stock would be
required for its adoption.
Under Article VII the following terms are respectively defined as
follows:
A "Substantial Shareholder" is defined generally as anyone who is the
beneficial owner of more than 10% of the outstanding shares of the
Company entitled to vote in an election of directors. The term
"beneficial owner" includes, without limitation, persons directly and
indirectly owning or having the right to acquire, vote or dispose of
the stock. The Company is not aware of the existence of any shareholder
or group of shareholders which would be a Substantial Shareholder, or
which has indicated any intention of becoming a Substantial
Shareholder.
A "Continuing Director" includes any member of the Board who is not
affiliated with a Substantial Shareholder and who was a director prior
to the time the Substantial Shareholder became such, and any successor
of a Continuing Director who is not an affiliate of a Substantial
Shareholder and was recommended or elected to succeed a Continuing
Director by a majority of Continuing Directors.
A "Business Combination" includes generally the following types of
transactions: (a) a merger or consolidation of the Company or any
subsidiary with a Substantial Shareholder; (b) the sale or other
disposition by the Company or a subsidiary of assets of $10 million or
more if a Substantial Shareholder is a party to the transaction; (c)
the adoption of any plan or proposal for the liquidation or dissolution
of the Company proposed by or on behalf of a Substantial Shareholder;
or (d) any reclassification of securities, recapitalization, merger
with a subsidiary or other transaction which has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding
equity or convertible securities of the Company or a subsidiary owned
by a Substantial Shareholder.
"Fair Market Value" means: (a) as to stock, the highest closing sale
price per share during the thirty (30) days prior to approval of the
Business Combination by the Board, as reported by the stock exchange
where listed; or, if not listed, the highest closing bid quotation
during such period; or, if there is no reported sale or bid price, then
the fair market value on the approval date as determined by a majority
of the Continuing Directors; and (b) as to property or securities other
than cash or stock, the fair market value on the approval date as
determined by a majority of the Continuing Directors.
COMMON STOCK PURCHASE RIGHTS
On May 1, 1986, the Company distributed a dividend distribution of
one Common Stock Purchase Right (the "Rights") for each outstanding
share of Common Stock of the Company (other than shares held in the
Company's treasury) to shareholders of record at the close of business
on May 1, 1986. Except as set forth below, each Right entitles the
registered holder to purchase from the Company one share of Common
Stock at a price of $100 per share, subject to adjustment (the
"Purchase Price"). The Purchase Price, as adjusted to reflect a
recently completed stock split, is now $50 per share. The description
and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and The Boatmen's National Bank
of St. Louis, as Rights Agent (the "Rights Agent").
15
<PAGE> 17
Until the earlier of (i) ten days following the first to occur of (a)
a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, 20%
or more of the outstanding shares of Common Stock of the Company (such
person or group of affiliated or associated persons who have made, or
obtained the right to make, such acquisition being hereinafter called
an "Acquiring Person") or (b) the date on which the Company first has
notice or otherwise determines that a person has become an Acquiring
Person (the "Stock Acquisition Date") or (ii) ten days following the
commencement or announcement of an intention to make a tender offer or
exchange offer for 30% or more of the outstanding shares of such Common
Stock (the earlier of the dates in clause (i) or (ii) above being
called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Company's Common Stock certificates issued as of
May 1, 1986 (other than the issued but not outstanding shares held in
the Company's treasury), by such Common Stock certificates. The Rights
Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
new Common Stock certificates issued after May 1, 1986, upon transfer,
new issuance or issuance from the Company's treasury of the Company's
Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates outstanding as of May 1,
1986 will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders
of record of the Company's Common Stock as of the close of business on
the Distribution Date and such separate certificates alone will then
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on May 1, 1996, unless earlier redeemed by the
Company, as described below.
The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of the Common Stock, (ii) upon the issuance of Common
Stock or rights to subscribe for shares of Common Stock or securities
convertible into Common Stock at less than the then current market
price of the Common Stock, or (iii) upon the distribution to holders of
Common Stock of securities (other than those described in (ii) above),
evidences of indebtedness or assets (excluding regular periodic cash
dividends at a rate not in excess of 150% of the last cash dividend
theretofore paid or dividends payable in Common Stock).
In the event that, following the Distribution Date, the Company is
acquired in a merger or other business combination transaction or 50%
or more of its assets or earning power is sold, proper provision shall
be made so that each holder of a Right shall thereafter have the right
to receive, upon the exercise of the Right and payment of the Purchase
Price, that number of shares of common stock of the surviving or
purchasing company (or, in certain cases, one of its affiliates) which
at the time of such transaction would have a market value of two times
the Purchase Price.
In the event that (i) the Company were the surviving corporation in a
merger with an Acquiring Person (or any affiliate or associate
thereof) and shares of its Common Stock were not changed or exchanged,
(ii) an Acquiring Person, its associates or its affiliates were to
engage in one of a number of
16
<PAGE> 18
transactions with the Company specified in the Rights Agreement, or
(iii) a person, including its affiliates or associates, were to become
the beneficial owner of 40% or more of the outstanding Common Stock,
then each Right would entitle the holder to purchase one share of
Common Stock for one-third of the then market price of the Common
Stock.
Any Rights that are beneficially owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person will become null and
void upon the occurrence of any of the events described in the
preceding paragraph and any holder of such Rights will have no right to
exercise such Rights from and after the occurrence of such an event.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least
one percent in such Purchase Price. No fractional shares will be
issued. In lieu of fractional shares, an adjustment in cash will be
made based on the market price of the Common Stock on the last trading
date prior to the date of exercise.
At any time until the expiration of ten days following public
announcement that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, 20% or more of the
outstanding shares of Common Stock of the Company, the Company may
elect to redeem the Rights in whole, but not in part, at a price of
$.05 per Right. Immediately upon the action of the Board of Directors
of the Company electing to redeem the Rights, the Company shall make
announcement thereof, and the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form
8-A dated April 17, 1986. A copy of the Rights Agreement is available
to shareholders free of charge from the Company. This summary
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which
is incorporated herein by reference.
MISCELLANEOUS
The Company reserves the right to increase, decrease or reclassify
its authorized capital stock, or any class or series thereof, and to
amend or repeal any provisions in the Articles or in any amendment
thereto in the manner now or hereafter prescribed by law, subject to
the limitations in the Articles; and all rights conferred on the
holders of Common Stock in the Articles or any amendment thereto are
subject to this reservation.
The high, low and closing prices on February 15, 1994 for the
Company's Common Stock as reported in a summary of composite
transactions in stock listed on the New York Stock Exchange (the
principal market for the Common Stock) were $49, $48 1/2 and $48 1/2
per share, respectively.
LEGAL MATTERS
The legality of the additional Common Stock has been passed upon by
Donald L. Godiner, Senior Vice President, General Counsel and Secretary
for the Company.
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<PAGE> 19
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the
Company's most recent Annual Report on Form 10-K have been audited by
Deloitte & Touche, independent auditors, as stated in their reports,
which are incorporated by reference herein, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles and Missouri Statutes provide for
indemnification of the Company's officers and directors under certain
circumstances, which may include liabilities under the Securities Act
of 1933. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.
18
<PAGE> 20
LACLEDE GAS
COMPANY
PROSPECTUS FOR
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
DATED FEBRUARY 22, 1994
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<S> <C>
Filing fees-Securities and Exchange Commission:
Registration Statement..................................................................... $16,809
New York Stock Exchange Listing Fees........................................................ 1,500
Chicago Stock Exchange Listing Fees......................................................... 7,500
*Accountants' Fee........................................................................... 2,500
*Printing and engraving costs............................................................... 5,500
*Miscellaneous expense (including blue-sky expense)......................................... 785
-------
*Total Expenses........................................................................... $34,594
=======
<FN>
- -----
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 351.355 of The General and Business Corporation Law of
Missouri (the "Indemnification Statute"), the Company may indemnify any
director or officer or former director or officer of the Company who
was or is made a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding in his
capacity as an officer or director of the Company against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with
such proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company,
provided that, in a threatened, pending or completed action or suit by
or in the right of the Company, (i) the Company may indemnify him
against expenses, including attorneys' fees and (ii) no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and
only to the extent that the court in which the action or suit was
brought determines upon application that the person is fairly and
reasonably entitled to indemnity for such expenses which the court
shall deem proper. With respect to any criminal action or proceeding,
the above indemnification would only apply where the director or
officer or former director or officer had no reasonable cause to
believe his conduct was unlawful. The termination of an action, suit,
or proceeding by judgment, order, settlement, conviction or plea of
nolo contendere does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the Company
and, with respect to criminal proceedings, had reasonable cause to
believe his conduct was unlawful.
The Indemnification Statute further provides that any corporation
shall have the power to give any additional indemnity to any person who
is or was a director, officer, employee or agent, provided that such
additional indemnity (i) is authorized by the articles of incorporation
or any by-law or agreement of the corporation adopted by a vote of the
stockholders and (ii) shall not indemnify any person from or on account
of such person's conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
The above is a general summary of the Indemnification Statute and is
subject in all cases to the specific and detailed provisions of The
General and Business Corporation Law of Missouri.
The Articles of Incorporation ("Articles") of the Company provide
that the Company shall indemnify each of its directors and officers to
the full extent permitted by the Indemnification Statute and, in
addition, shall indemnify each of them against all expenses incurred in
connection with any claim by reason of the fact that such director or
officer is or was serving the Company, or at the request of the
Company, in any of the various corporate or fiduciary capacities
referred to in the
II-1
<PAGE> 22
Indemnification Statute, or arising out of such person's status in any
such capacity, provided that the Company shall not indemnify any person
from or on account of such person's conduct that 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.
The Indemnification Statute further provides that any corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, against any
liability asserted against him and incurred by him in any such
capacity. In accordance with this section, the Company has obtained
insurance protecting the officers and directors against certain
liabilities.
The Company has also entered into indemnification agreements with
each of its directors and officers that (i) provide for the
indemnification of each such director and officer to the extent
provided for by the above-described Articles and (ii) state that the
indemnification provided thereunder shall survive the elimination or
modification of such Articles with respect to claims that have arisen
prior to such elimination or modification.
The rights of indemnification provided for above are not exclusive of
any other rights of indemnification to which the persons indemnified
may be entitled under the Articles or by-laws or any agreement, vote of
stockholders or disinterested directors, or otherwise.
ITEM 16. LIST OF EXHIBITS.
Reference is made to the information contained in the Index to
Exhibits filed as part of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i)
to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3, and the information required
to be included in a post-effective amendment by (i) and (ii) is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused
this 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 the 22nd day of February, 1994.
LACLEDE GAS COMPANY
By: ROBERT J. CARROLL
.....................................
(Robert J. Carroll)
Senior Vice President-Finance and
Chief Financial Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
*R. C. JAUDES Chairman of the Board, February 22, 1994
.............................................................President, Chief Executive
(R. C. Jaudes) Officer and Director
*R. J. CARROLL Senior Vice President-Finance February 22, 1994
.............................................................(Principal Financial and
(R. J. Carroll) Accounting Officer)
*A. B. CRAIG, III Director February 22, 1994
.............................................................
(A. B. Craig, III)
*H. GIVENS Director February 22, 1994
.............................................................
(H. Givens)
*J. L. HOAGLAND Director February 22, 1994
.............................................................
(J. L. Hoagland)
*C. R. HOLMAN Director February 22, 1994
.............................................................
(C. R. Holman)
*M. A. KREY Director February 22, 1994
.............................................................
(M. A. Krey)
*W. E. NASSER Director February 22, 1994
.............................................................
(W. E. Nasser)
*B. F. SCHENK Director February 22, 1994
.............................................................
(B. F. Schenk)
*R. P. STUPP Director February 22, 1994
.............................................................
(R. P. Stupp)
*H. E. TRUSHEIM Director February 22, 1994
.............................................................
(H. E. Trusheim)
*By: ROBERT J. CARROLL
.................................................................
(Attorney-in-Fact)
</TABLE>
II-3
<PAGE> 24
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- -----------
<C> <S> <C>
4(a)* Laclede Gas Company Dividend Reinvestment and Stock Purchase Plan, amended as of February 11,
1994, contained on pages 4-10 of the Prospectus which is a part of this Registration Statement on
Form S-3 (File No. 1-1822).
4(b) Articles of Incorporation of Laclede Gas Company as of February 11, 1994. ----
4(c)* By-laws filed as Exhibit 3.01 to the Company's 10-K for the fiscal year ended September 30, 1990
(File No. 1-1822).
4(d)* Certified copy of resolutions of the Company's Board of Directors adopted on November 21, 1991
amending Article IV, Section 1 of the Company's By-laws, effective January 22, 1992; filed as
Exhibit 3.01a to the Company's 10-K for the fiscal year ended September 30, 1991 (File No.
1-1822).
4(e)* Rights Agreement between Laclede Gas Company and The Boatmen's National Bank of St. Louis, filed
as Exhibit 1 to Form 8-A Registration Statement dated April 7, 1986 (File No. 1-1822).
4(f)* Mortgage and Deed of Trust, dated as of February 1, 1945; filed as Exhibit 7-A to Registration
Statement No. 2-5586.
4(g)* Fourteenth Supplemental Indenture dated as of October 26, 1976; filed on June 26, 1979 as Exhibit
b-4 to Registration Statement No. 2-64857.
4(h)* Seventeenth Supplemental Indenture dated as of May 15, 1988; filed as Exhibit 28(a) to the
Registration Statement No. 33-38413.
4(i)* Eighteenth Supplemental Indenture, dated as of November 15, 1989; filed as Exhibit 28(b) to the
Registration Statement No. 33-38413.
4(j)* Nineteenth Supplemental Indenture, dated as of May 15, 1991; filed on May 16, 1991 as Exhibit 4.01
to the Company's Form 8-K (File No. 1-1822).
4(k)* Twentieth Supplemental Indenture, dated as of November 1, 1992; filed on November 4, 1992 as
Exhibit 4.01 to the Company's Form 8-K (File No. 1-1822).
4(l)* Twenty-First Supplemental Indenture, dated as of May 1, 1993; filed on May 13, 1993 as Exhibit
4.01 to the Company's Form 8-K (File No. 1-1822).
5 Opinion of Donald L. Godiner, Senior Vice President, General Counsel and Secretary, as to the
legality of the securities being registered. ----
23(a) Consent of Donald L. Godiner (included in Exhibit 5 filed herewith).
23(b) Consent of Deloitte & Touche, dated February 22, 1994. ----
24 Power of Attorney. ----
<FN>
- -----
*Incorporated herein by reference.
</TABLE>
II-4
<PAGE> 1
LACLEDE GAS
COMPANY
CHARTER
SAINT LOUIS, MISSOURI
FEBRUARY 11, 1994
<PAGE> 2
Charter of
LACLEDE GAS COMPANY
(Formerly The Laclede Gas Light Company)
St. Louis, Missouri
CERTIFICATE OF ACCEPTANCE OF
THE LACLEDE GAS LIGHT COMPANY
OF THE GENERAL AND BUSINESS CORPORATION ACT OF MISSOURI, AS AMENDED
The undersigned, L. W. Childress, President, and J. J. Needham,
Secretary of The Laclede Gas Light Company hereby certify as follows:
1. This corporation was incorporated by special act of the General
Assembly of the State of Missouri, found in Laws of Missouri 1856-1857, page
598, approved March 2, 1857, entitled "An Act to Incorporate 'The Laclede Gas
Light Company'," which Act was amended by an Act of the General Assembly of
the State of Missouri approved March 3, 1857, found in Laws of Missouri,
1856-1857, page 599, entitled "An Act Supplementary and Amendatory of an Act
entitled 'An Act to Incorporate the Laclede Gas Light Company'," and by an
act of the General Assembly of the State of Missouri approved March 26, 1868,
found in Laws of Missouri, 1868, page 187, entitled "An Act to Amend an Act
to Incorporate the Laclede Gas Light Company, Approved March 2, 1857." For
convenience copies of said acts are annexed to this certificate as Exhibit A.
2. The board of directors of this corporation at a special meeting
duly called and held on the 17th day of December, 1946, authorized the
acceptance by this corporation of The General and Business Corporation Act of
Missouri, as amended, pursuant to the provisions of Section 173 of said Act,
and the filing of this certificate of acceptance in this form, subject to
approval by the affirmative vote of a majority of the outstanding shares of
stock of this corporation at a special meeting called for that purpose.
3. Said special meeting of the shareholders of this corporation was
called by action taken at said meeting of the board of directors of this
corporation, and was held on the 27th day of January, 1947, and the
undersigned president of this corporation was chairman of said meeting of
shareholders. Notice of said special meeting of the shareholders was duly
published in the St. Louis Globe Democrat, a daily newspaper published in the
City of St. Louis, fourteen times, the first publication being inserted on
January 13, 1947, and the last publication being made on January 26, 1947.
Notice of said meeting was also on the 28th day of December, 1946, duly
mailed to each stockholder of record of this corporation on that date, and
said notice included a copy of this certificate.
4. At said special meeting of the shareholders of this corporation,
this certificate of acceptance was approved by the affirmative vote of a
majority of the outstanding shares of stock of this corporation by the
adoption of the following resolution, to-wit:
RESOLVED that the certificate of acceptance of The General and Business
Corporation Act of Missouri, as amended, heretofore duly authorized by
the board of directors of this corporation, be and the same is hereby
approved, and that the stockholders of this corporation do hereby vote
in favor of and adopt the articles set forth in said certificate, which
articles are adopted in furtherance of and in connection with the
acceptance of said Act, and that the president and secretary of this
corporation be and they are hereby authorized to make, sign and file
said certificate of acceptance in accordance with Section 173 of said
Act.
5. The articles referred to in the resolution of shareholders set
forth in the last preceding paragraph of this certificate and duly adopted,
are as follows, to-wit:
ARTICLE I
The name of this corporation is The Laclede Gas Light Company.
ARTICLE II
The address of the present registered office in this state of this
corporation is 1017 Olive Street, St. Louis, Missouri, and the name of the
present registered agent at such address is J. J. Needham.
1
<PAGE> 3
ARTICLE III
The aggregate number of shares which this corporation has authority to
issue is 7,133,620 shares of common stock of the par value of $4.00 per
share. The present stated capital of this corporation is $9,734,480,
represented by 2,433,620 fully paid and non-assessable shares now issued and
outstanding of said $4.00 par value common stock.
ARTICLE IV
The board of directors shall consist of nine members, none of whom need
be a shareholder, who shall be elected by cumulative voting as provided by
Missouri law, and who shall have power to make, alter, amend, or repeal the
bylaws of this corporation.
ARTICLE V
The duration of this corporation shall be perpetual.
ARTICLE VI
Without in any manner limiting or impairing the powers and purposes now
provided by its existing charter, this corporation shall have the following
powers and purposes: To supply the cities, towns, villages, districts and
neighborhoods in and near the County of St. Louis, Missouri, and public and
private buildings located therein, and the inhabitants thereof, with gas for
light, heat, power and other purposes. Also the following powers and
purposes which this corporation may carry out in St. Louis County, Missouri,
and elsewhere in the State of Missouri and other states of the United
States: To operate a gas business; to manufacture, buy, sell, and deal in,
and use in its own business gas, coke and other fuels and by-products of the
manufacture of the same; to buy and sell natural gas; to construct, operate
and maintain distribution systems for gas, and to construct, operate, lay and
maintain mains, pipes, and equipment necessary or convenient in the
distribution of gas; to buy, sell and deal in furnaces, stoves, refrigerators
and appliances and equipment of all kinds and related materials, and to
service the same; to accept, lease, sell, assign, mortgage, pledge and
dispose of franchises; to carry on all business generally and usually carried
on by an operating gas utility company and to do any and all acts necessary
or incidental in connection therewith.
ARTICLE VII
The special act of the General Assembly of Missouri approved March 2,
1857, found in Laws of Missouri, 1856-1857, page 598, entitled "An Act to
Incorporate 'The Laclede Gas Light Company'" and the act of the General
Assembly of Missouri, approved March 26, 1868, found in Laws of Missouri,
1868, page 187, entitled "An Act to Amend an Act to Incorporate the Laclede
Gas Light Company, approved March 2, 1857," together with and as supplemented
by these articles, shall constitute the articles of incorporation or charter
of this corporation. In case of any conflict between said acts of the
General Assembly and these articles, the provisions of these articles shall
govern; provided, however, that nothing herein contained shall be construed
to limit or impair any right, privilege, immunity or franchise which this
corporation has by reason of Section 5 of said Act approved March 2, 1857,
and Section 1 of said Act approved March 26, 1868, or either of said sections.
6. The number of shares voted for the resolution of the shareholders
hereinbefore in paragraph 4 of this certificate set forth was 1,742,580 and
the number of shares voted against such resolution was 39,287.
7. The issued and outstanding shares of this corporation consist of
2,433,620 shares of $4.00 par value common stock, all of one class. The
number of authorized shares of this corporation is 7,133,620 shares of common
stock of one class of the par value of $4.00 per share. No increase or
reduction of authorized shares has been made by or in connection with this
certificate of acceptance.
8. By reason of the foregoing actions, this corporation has accepted,
and by the execution and filing of this certificate does hereby accept The
General and Business Corporation Act of Missouri, as amended, pursuant to and
in accordance with the provisions of Section 173 thereof, so as to become
entitled to all the rights, privileges and benefits provided by said act, and
has accepted the obligations and duties imposed by said act.
2
<PAGE> 4
IN WITNESS WHEREOF, this certificate has been executed by the president
of The Laclede Gas Light Company and by the secretary of said corporation who
has affixed hereto the corporate seal.
L. W. CHILDRESS
President
---------
(Seal) J. J. NEEDHAM
Secretary
---------
ATTEST
J. J. NEEDHAM
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 26th day of February, 1947, before me the undersigned, a Notary
Public in and for the City and State aforesaid, personally appeared
L. W. Childress and J. J. Needham to me known to be the persons described in
and who executed the foregoing instrument and acknowledged that they executed
the same as their free act and deed.
IN WITNESS WHEREOF, I have set my hand and seal in the City of
St. Louis, Missouri, the day and year last above mentioned.
My commission expires April 16, 1948.
LEE R. TUNEHORST
Notary Public
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
L. W. Childress and J. J. Needham, being first duly sworn, on their
oaths state that they are respectively president and secretary of The Laclede
Gas Light Company, a Missouri corporation, and that the facts recited in the
foregoing certificate are true and correct to the best of their knowledge and
belief.
L. W. CHILDRESS
J. J. NEEDHAM
Subscribed and sworn to before me a Notary Public in and for the City of
St. Louis, Missouri, this 26th day of February, 1947.
My commission expires April 16, 1948.
LEE R. TUNEHORST
Notary Public
-------------
(Filed and certificate issued Feb. 28, 1947--Wilson Bell,
Secretary of State)
3
<PAGE> 5
EXHIBIT A
AN ACT to incorporate "THE LACLEDE GAS LIGHT COMPANY."
Be it enacted by the General Assembly of the State of Missouri, as
follows:
Section 1. James M. Hughes, Edward Bredell, Robert Holmes, John C. Rust,
Charles Gibson, Samuel H. Gardner, Henry A. Clover and Archibald Gamble be,
and they are hereby, created and constituted a body politic and corporate, by
the style of "The Laclede Gas Light Company," and by that name, they and
their successors and assigns shall have perpetual succession, may contract
and be contracted with, sue and be sued, and may also hold and convey, or
otherwise manage and dispose of such property, real, personal and mixed, as
may be necessary for the purposes of said corporation, and the prosecution of
its legitimate business.
Section 2. The capital stock of said company shall be fifty thousand
dollars, and the same may be increased to two million dollars, which shall be
divided into shares of one hundred dollars each.
Section 3. The affairs of said company shall be conducted by a board of
not less than five directors, and such officers and agents as they may deem
necessary; said directors to be chosen annually, by the stockholders, each
share of stock being entitled to one vote in such election, and they shall
hold their offices for one year, and until their successors are elected and
qualified; said directors shall have power to ordain and make all needful
by-laws, rules and regulations, for the transaction of the business of said
company, and, under the direction of the stockholders, may have absolute
power over all the property and effects of said company. They may also fill
vacancies in their board until the next regular election.
Section 4. The said corporators, or a majority of them may, at any time,
open books in the city of St. Louis, for subscription to the capital stock of
said company, and, upon the sum of fifty thousand dollars being subscribed
may organize said company under this charter.
Section 5. The said company, its successors and assigns, shall, within
all that portion of the present corporate limits of the city of St. Louis, in
St. Louis county, not embraced within the corporate limits of said city, as
established by the act entitled 'An Act to incorporate the City of
St. Louis,' approved February 8, 1839, have and enjoy, during the continuance
of this act, the sole and exclusive privilege and right of lighting the same,
and of making and vending gas, gas-lights, gas-fixtures, and of any substance
or material that may be now or hereafter used as a substitute therefor; and
to that end, may establish and lay down, in said portion of said corporate
limits, all pipes, fixtures, or other thing properly required, in order to do
the same (the same to be done with as much dispatch and as little
inconvenience to the public as possible), and shall also have all other
powers necessary to execute and carry out the privileges and powers hereby
granted to said company.
Section 6. The city of St. Louis and said company may make any contracts
they may deem to their mutual advantage, in regard to the lighting of any
parts of said portion of said corporate limits, or any other thing relating
to the business and affairs of said company. The said city shall have the
right, at the expiration of twenty years from the time of the organization of
said company under this charter, to purchase all the property and effects of
the same, paying therefor to the same the value of such property and effects,
with twenty per cent, added thereto, such value to be fixed by two
appraisers, one to be chosen by the city and the other by the company, and if
they cannot agree, then the two thus chosen shall nominate a third man, and a
decision of any two of the three shall be binding; and upon such purchase
being made, all such property and effects, and all rights and privileges
granted to said company shall immediately pass to and vest in said city. If
said city fail so to purchase said property and effects, then this charter
shall be, and the same is hereby, renewed and extended for the further period
of thirty years after the expiration hereof.
Section 7. Any person or body corporate who shall, within said portion
of said corporate limits, interfere with the privileges hereby granted to
said company, or exercise like acts or privileges, shall, for every such
offence, forfeit and pay to said company one thousand dollars, and each
day's continuance of such offence shall be construed to be, and be, a
new offence, under this section.
Section 8. The said company and this act is hereby exempted from the
operation of section 6, 7, 13, 14, 15, 18 and 20 of article first of the act
entitled 'An Act concerning Corporations,' approved November 23, 1855.
Section 9. This act shall take effect from its passage, and shall
continue in force for thirty years.
Approved March 2, 1857.
4
<PAGE> 6
AN ACT supplementary and amendatory of an act entitled "An Act to incorporate
the Laclede Gas Light Company."
Be it enacted by the General Assembly of the State of Missouri, as
follows:
Section 1. The act to which this act is amendatory is hereby amended as
that the words 'sole and exclusive,' in the fifth section of the act are
stricken out.
Section 2. The city of St. Louis shall not be compelled, in any purchase
which it may make under the sixth section of the before recited act, to pay
more than the appraised value of the property and effects of the corporation
created by said act, without any addition of percentage.
This act to take effect and be in force from and after its passage.
Approved March 3, 1857.
AN ACT to amend an act to incorporate the Laclede Gas Light Company, approved
March 2, 1857.
Be it enacted by the general assembly of the State of Missouri, as
follows:
Section 1. The said Laclede Gas Light Company shall and may, within
the corporate limits of the city of St. Louis, as the same are now or may
hereafter be established, exercise, have, hold, and enjoy forever all the
rights, privileges, and franchises granted to it by the fifth section of the
act to which this act is amendatory, and may, at any time, lease, sell, or
dispose of any portion of said rights, privileges, and franchises to
individuals, associations, or corporations intending or desiring to exercise
the same within any portion of the limits aforesaid.
Section 2. The capital stock of said company may be increased, from time
to time, to such amount as may be necessary to carry on its business.
Section 3. Nothing in this act contained shall be construed as
affecting the vested rights of the St. Louis Gas Light Company; and the
sixth section of the said act, to which this act is amendatory, is hereby
repealed.
Section 4. An act entitled an act supplementary to and amendatory of an
act entitled an act to incorporate the Laclede Gas Light Company,
approved March 3, 1857, is hereby repealed.
Section 5. This act shall take effect from its passage.
Approved March 26, 1868.
(Filed and certificate issued Feb. 28, 1947--Wilson Bell
Secretary of State)
5
<PAGE> 7
THE LACLEDE GAS LIGHT COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
The Laclede Gas Light Company, a corporation organized and existing
under the laws of the State of Missouri, does hereby certify as follows:
FIRST: That the name of this corporation is The Laclede Gas Light
Company.
SECOND: That on February 14, 1950 at an annual meeting of the
shareholders of said corporation held at the office of said corporation, 1017
Olive Street, St. Louis, Missouri, the following amendments of the Articles
of Incorporation of said corporation were adopted:
That the Articles of Incorporation of this corporation be amended by
striking from Article III of the Articles contained in the Certificate of
Acceptance of The General and Business Corporation Act of Missouri, as
amended, filed by this corporation in the office of the Secretary of State of
Missouri on February 28, 1947, the first sentence of said Article III,
to-wit, "The aggregate number of shares which this corporation has authority
to issue is 7,133,620 shares of common stock of the par value of $4.00 per
share", and by adding immediately after said Article III of said Articles, a
new article, to be known as Article III-A, which shall read as follows:
ARTICLE III-A
The aggregate number of shares which this corporation shall have
authority to issue is 7,613,620 shares, divided into two classes, a class of
common stock and a class of preferred stock, and the number of shares of each
class is
(1) 7,133,620 shares of common stock of the par value of $4.00 per
share, being the same shares referred to in Article III of these
Articles prior to the amendment of said Articles hereby.
(2) 480,000 shares of preferred stock of the par value of $25 per
share.
Said shares of preferred stock shall have the following preferences,
qualifications, limitations, restrictions and special and relative rights:
1. The preferred shares shall, as hereinafter set forth, be entitled to
limited preferential dividends and to a limited amount on dissolution or
liquidation.
2. The board of directors is hereby expressly authorized to cause such
shares to be issued from time to time in series, and by resolution adopted
prior to the issue of shares of any particular series, to fix the distinctive
serial designation of the shares of such series. No series need consist of
the same number of shares as any other series.
3. Before any dividends on common stock shall be declared or paid or set
apart for payment, the holders of outstanding preferred stock of any series
shall be entitled to receive, but only when and as declared, out of any funds
legally available for the declaration of dividends, cumulative cash dividends
thereon at a dividend rate per share of the per cent per annum of the par
value thereof applicable to the shares of such series, and no more, payable
to shareholders of record as of a date, not exceeding thirty days preceding
the date for the payment of any such dividend, fixed in advance by the board
of directors as the record date for the determination of the shareholders
entitled to receive payment of such dividend. The board of directors is
hereby expressly authorized, by resolution adopted prior to the issuance of
any shares of any particular series, to fix the dividend rate (which shall in
no case exceed eight per cent per annum) applicable to the shares of such
series and the date from which dividends on shares of such series issued
prior to the date for payment of the first dividend thereon shall be
cumulative.
Dividends on shares of the preferred stock of any series which are
issued on or after the date for the payment of the first dividend thereon
shall be cumulative as follows:
(a) If issued after a record date for a dividend on preferred
shares but on or before the payment date for such dividend, they shall
be cumulative from said payment date;
(b) Otherwise they shall be cumulative from the quarter-annual
dividend payment date next preceding the date of issue of such shares.
6
<PAGE> 8
The quarter-annual dividend payment dates of the aforesaid dividends on
the preferred stock, regardless of series, shall be the last days of March,
June, September and December of each year.
The dividends on all of the preferred shares outstanding, whether of one
or more series, shall be cumulative, and no dividends shall at any time be
declared or paid or set apart for payment on the common stock unless full
dividends on the preferred stock for the current quarterly dividend period,
as well as for all past quarterly dividend periods, shall have been declared.
4. The shares of preferred stock of any series may be redeemed at the
option of the board of directors in whole or in part at any time by the
payment in cash, with respect to each share so to be redeemed, to the record
holder thereof, against the surrender for cancellation, change or
endorsement, as the case may require, of his certificate therefor, of the
redemption price applicable to the shares of such series on the redemption
date. The board of directors is hereby expressly authorized, by resolution
adopted prior to the issuance of any shares of any particular series, to fix
the redemption price applicable to the shares of such series, which
redemption price may be so fixed as to vary according to the time of
redemption, and to fix the terms of redemption of the shares of such series;
provided that such terms of redemption so fixed shall not be inconsistent
with the Articles of Incorporation of this corporation, as amended. The
redemption price shall in no case exceed an amount per share equal to the par
value thereof plus fifteen per cent of such par value plus a sum computed at
the annual dividend rate on the par value of such share from the date from
which dividends on such share became cumulative to the redemption date, less
the aggregate of the dividends theretofore or on such date paid thereon.
In case of redemption of a part only of the preferred shares, or of a
part only of the preferred shares of any series, the board of directors may
determine what shares are to be redeemed, and the selection thereof may be by
lot or in any other manner, as the board of directors may determine.
Notice of every such redemption shall be given by publication, published
at least once in a daily newspaper published in the City of St. Louis,
Missouri, and in a daily newspaper published in the Borough of Manhattan, the
City of New York, at least thirty but not more than sixty days before the
date fixed for redemption. Notice of redemption shall also be mailed at
least thirty but not more than sixty days before each redemption date to the
holders of record of the preferred shares to be redeemed at their respective
addresses as the same shall appear on the books of this corporation, but no
failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the validity of the proceedings for the redemption of any such
shares.
If such notice of redemption shall have been duly given by publication,
and all funds necessary for such redemption shall, on or before the
redemption date, have been set aside so as to be available therefor, then,
notwithstanding that any certificate for the shares of the preferred stock so
called for redemption shall not have been surrendered for redemption, the
shares represented thereby shall from and after the redemption date no longer
be deemed to be outstanding and all rights of the holders thereof as holders
of such shares shall cease, excepting only their right to receive the
redemption price, but without interest. It is provided, however, that after
notice of redemption shall have been duly given by publication, or after this
corporation has given irrevocable instructions therefor, this corporation may
deposit, in trust, for the account of the holders of the shares so to be
redeemed, with a bank or trust company doing business in the City of
St. Louis, Missouri, or in the Borough of Manhattan, the City of New York,
having a capital, surplus and undivided profits aggregating at least
$5,000,000, all funds necessary for such redemption, and if such deposit is
so made on or before the redemption date, all shares with respect to which
such deposit shall be made shall forthwith upon the making of such deposit no
longer be deemed to be outstanding, and all rights of the holders thereof as
holders of such shares shall thereupon cease, excepting only their right to
receive from the fund so deposited the amount payable upon the redemption
thereof, but without interest, and except any unexpired right that may have
been lawfully given them as hereinafter provided to have said shares
converted into shares of common stock of this corporation.
This corporation may at any time purchase out of surplus, or, when and
as permitted by law, out of stated capital, preferred shares of any series,
but for not more than the applicable redemption price.
Any preferred shares, regardless of series, purchased and retired, or
redeemed and retired, or purchased or redeemed out of stated capital as
permitted by law, shall have the status of authorized but unissued shares of
preferred stock, and may again be issued.
7
<PAGE> 9
5. In the event of any liquidation, dissolution or winding up of the
affairs of this corporation, then before any distribution shall be made to
the holders of the common stock, the holders of shares of the preferred stock
at the time outstanding of any series, shall be entitled to be paid in cash
the involuntary liquidating value per share applicable to the shares of such
series, upon any involuntary liquidation, dissolution or winding up of the
affairs of this corporation, or the voluntary liquidating value per share
applicable to the shares of such series, upon any voluntary liquidation,
dissolution or winding up of the affairs of this corporation. After such
payment to the holders of all the outstanding preferred shares of whatsoever
series, the remaining assets of this corporation shall be distributed among
the holders of the common stock then outstanding according to their
respective shares. The board of directors is hereby expressly authorized, by
resolution adopted prior to the issuance of any shares of any particular
series, to fix the aforesaid involuntary liquidating value per share
applicable to the shares of such series and the aforesaid voluntary
liquidating value applicable to the shares of such series, and said voluntary
and involuntary liquidating values may be, but need not be the same with
respect to the shares of the same series, but neither said voluntary nor said
involuntary liquidating value of the shares of any series shall in any case
exceed an amount per share equal to the sum of the par value of such share
plus fifteen per cent of the par value of such share plus a sum computed at
the annual dividend rate on the par value of such share from the date from
which dividends on such share became cumulative to the date fixed for the
payment of such distributive amounts, less the aggregate of the dividends
theretofore or on such date paid thereon.
6. To the extent permitted by law the board of directors is hereby
expressly authorized, by resolution adopted prior to the issuance of any
preferred shares of any particular series to fix the terms and amount of any
sinking fund for the purchase or redemption thereof, if in the judgment of
the board of directors such a sinking fund should be provided for the shares
of such series, and to the extent permitted by law is hereby expressly
authorized, by resolution so adopted, to fix the terms and conditions, if
any, under which the shares of any particular series may be converted into
shares of common stock of this corporation.
7. The shares of any particular series may vary from those of any or all
other series in respect to any or all of the following terms which may be
fixed by the board of directors as and to the extent hereinbefore provided:
as to distinctive serial designation; as to dividend rate; as to date from
which dividends on shares of such series issued prior to the date for payment
of the first dividend thereon shall be cumulative; as to redemption price; as
to the terms of redemption; as to involuntary liquidating value (as
hereinbefore defined); as to voluntary liquidating value (as hereinbefore
defined); as to whether any sinking fund is provided for the purchase or
redemption thereof and as to the terms and amount of such sinking fund; and
as to whether such shares may be converted into shares of common stock of
this corporation and as to the terms and conditions, if any, under which they
may be so converted. In all other respects all of the shares of the
preferred stock, regardless of series, shall in all respects be equal and
shall have the preferences, rights, privileges and restrictions fixed by the
Articles of Incorporation of this corporation, as amended.
8. No holder of any share or shares of preferred stock shall be entitled
as such as a matter of right to subscribe for or purchase any stock of any
class, whether now or hereafter authorized or outstanding, which may
hereafter be issued or sold by this corporation, or any securities
convertible into stock of any class, and whether issued or sold for cash,
property, services or otherwise.
9. The shares of preferred stock shall not be entitled to vote, either
in elections of directors or upon any other matter, except as otherwise
provided by law or the Articles of Incorporation of this corporation, as
amended.
For the purposes of this subdivision 9 a quarter-annual dividend shall
be deemed in default at any time when (1) the quarter-annual dividend payment
date for such dividend has passed and (2) the full amount of such dividend
has not been declared and either paid or funds set aside for its payment. If
and whenever six quarter-annual dividends payable on all or any part of the
preferred shares or any series thereof shall be in default, then, and until
such default shall have been remedied so that no dividends on any preferred
shares are in default, the shares of outstanding preferred stock shall be
entitled to one vote for each share on all matters (but the right of the
outstanding shares of common stock to vote on such matters shall not be
impaired) and the directors shall be elected as follows: the holders of
outstanding shares of preferred stock, voting as a separate class, shall be
entitled to elect, by cumulative voting as provided by Missouri law, the
minimum number of directors required for a majority of the entire membership
of the board of directors, and the holders of outstanding shares of common
stock, voting as a separate class, shall be entitled to elect, by cumulative
voting as provided by Missouri law, the remainder of the directors.
Whenever such default shall have been remedied as aforesaid, the
preferred shares shall revert to their former status as regards voting, and
elections of directors shall be had as formerly.
8
<PAGE> 10
The foregoing provisions of this subdivision 9 shall not be deemed to
change the times for electing directors or the term of office of any
director, both of which shall be the same when said provisions are applicable
as when they are not applicable.
10. So long as any shares of the class of preferred stock hereby
authorized are outstanding, no amendment to the Articles of Incorporation of
this corporation hereafter duly proposed providing for the creation or
increase of preferential shares (whether additional shares of the class of
preferred stock hereby authorized or other preferential shares) which would
rank on a parity with the preferred shares hereby authorized as to assets or
dividends or both, or which would reclassify authorized but unissued shares
of stock of any class into preferential shares which would rank on such
parity, may be adopted unless such amendment receives the affirmative vote of
a majority of the outstanding shares of the class of preferred stock hereby
authorized, voting as a separate class, in addition to the affirmative vote
of a majority of all outstanding shares entitled to vote and in addition any
other vote required by law; but upon such amendment receiving such vote, it
may be adopted.
11. So long as any shares of the class of preferred stock hereby
authorized are outstanding, no amendment to the Articles of Incorporation of
this corporation hereafter duly proposed providing for the creation or
increase of preferential shares having any preference or priority over shares
of preferred stock of the class hereby authorized, either as to assets or as
to dividends, or which would reclassify authorized but unissued shares of
stock of any class into preferential shares having such preference or
priority over shares of preferred stock of the class hereby authorized, or
which would reclassify then outstanding shares of stock of any class ranking
junior to the class of preferred stock hereby authorized, wholly or
partially, into shares of stock of the class hereby authorized or of any
class ranking on a parity with preferred shares hereby authorized, as to
assets or dividends, may be adopted unless such amendment receives the
affirmative vote of a least seventy-five per cent of the outstanding shares
of the class of preferred stock hereby authorized, voting as a separate
class, in addition to the affirmative vote of a majority of all outstanding
shares entitled to vote and in addition to any other vote required by law;
but upon such amendment receiving such vote, it may be adopted.
12. So long as any shares of the class of preferred stock hereby
authorized are outstanding, no amendment to the Articles of Incorporation of
this corporation hereafter duly proposed which would alter or change the
preferences, priorities, special rights or special powers given to the class
of preferred stock authorized hereby, so as to affect such class adversely,
may be adopted or such change or alteration made, unless such amendment
receives the affirmative vote of at least two-thirds of the outstanding
shares of the class of preferred stock hereby authorized, in addition to the
affirmative vote of a majority of all other outstanding shares entitled to
vote and in addition to any other vote that may be required by law; but upon
such amendment receiving such vote, it may be adopted, and such change or
alteration made; provided, however, that if such amendment would alter or
change, so as to affect any shares of such class adversely, the rights of
such shares with respect to dividends, or the dividend rate thereon, or the
redemption price thereof, or the amounts payable thereon on voluntary
dissolution or liquidation, or the amounts payable thereon on involuntary
dissolution or liquidation, or the rights, if any, thereof with respect to
conversion into common stock, then such amendment may not be adopted, nor
such change or alteration made, unless it receives, in addition to the vote
above required by this subdivision 12, the affirmative vote of at least
seventy-five per cent of the outstanding shares of each and every series
which would be adversely affected by such alteration or change; but upon such
amendment receiving such vote, it may be adopted, and such change or
alteration made.
13. So long as any shares of the class of preferred stock hereby
authorized are outstanding, this corporation shall not, without the consent
(given in writing without a meeting or by vote at a meeting duly called for
the purpose) of the holders of at least two-thirds of the aggregate number of
shares of said preferred stock then outstanding:
(a) Sell or otherwise dispose of any shares of said preferred stock
or of stock of any class ranking on a parity with said preferred stock
as to assets or dividends, unless the gross income of this corporation
for a period of any twelve consecutive calendar months within the
fifteen calendar months immediately preceding the first day of the month
in which such additional stock is issued, is at least one and one-half
times the annual requirements for (1) dividends on all stock of the
class hereby authorized and of any other class ranking on a parity
therewith or having any preference thereover, as to assets or dividends,
that will be outstanding immediately after the issue of such additional
stock, plus (2) interest on all bonds, notes, debentures and other
interest-bearing obligations of this corporation (of whatsoever maturity
date) that will be outstanding immediately after the issue of such
additional stock; and for this purpose "gross income" means the
operating revenues of this corporation less operating
9
<PAGE> 11
expenses and taxes, plus other income, if any, all determined in accordance
with the Uniform System of Accounts for Gas Utilities prescribed by, and any
applicable orders of the Public Service Commission of Missouri; or
(b) Declare or pay any dividend (other than a stock dividend) on
stock of any class which ranks junior to said preferred stock at any
time when the stated capital represented by stock of all classes ranking
junior to said preferred stock plus paid-in and capital surplus and
earned surplus, is less than twenty-five per cent of the total
capitalization of this corporation, unless one or the other of the
following conditions is met (and if either is met such dividend may be
declared and paid if otherwise proper):
(1) Such dividend is in an amount not greater than
seventy-five per cent of the net earnings of this corporation after
provision for dividends on the preferred stock outstanding
(computed according to generally accepted accounting principles)
earned during the fiscal year of this corporation in which such
dividend is declared and before the end of the quarter in which
such dividend is declared; or
(2) Such dividend, and all other dividends (other than stock
dividends) on stock of any class which ranks junior to said
preferred stock, declared or paid since the earliest date of issue
of any then outstanding shares of said preferred stock or of stock
of any class ranking on a parity with said preferred stock, as to
assets or dividends, aggregate not more than seventy-five per cent
of the net earnings of this corporation after provision for
dividends on the preferred stock outstanding (computed as
aforesaid) earned between said earliest date of issue and the end
of the quarter in which such dividend is declared.
It is provided, however, that for the purposes of the above
conditions (1) and (2) net earnings may be estimated for the
quarter in which any such dividend is declared. For the purpose of
this clause (b) of subdivision 9, total capitalization means the
sum of stated capital plus paid-in and capital surplus, plus earned
surplus, plus bonds, notes, debentures and other interest-bearing
obligations of this corporation having a maturity of one year or
more from the date thereof. In determining the earliest date of
issue of outstanding shares as provided in condition (2) above, any
shares which may have been reissued shall be treated as having been
first issued as of the date when they were last issued; or
(c) Issue any shares of said preferred stock or of stock ranking
on a parity with said preferred stock as to assets or dividends, if the
stated capital to be represented by shares of said preferred stock and
such other stock to be outstanding immediately after such issue, would
exceed the stated capital to be represented by shares of stock to be
then outstanding ranking junior to said preferred stock as to assets and
dividends, increased by the amount of any paid-in surplus and capital
surplus and any earned surplus, or reduced by the amount of any deficit.
14. The shares of said preferred stock may be issued for such
consideration not less than the par value thereof as shall be fixed from time
to time by the board of directors.
----------------------------
That the Articles of Incorporation of this corporation be amended by
adding to the Articles contained in the Certificate of Acceptance of The
General and Business Corporation Act of Missouri, as amended, filed by this
corporation in the office of the Secretary of State of Missouri on
February 28, 1947, immediately before Article IV of said Articles, a new
article to be known as Article III-B, which shall read as follows:
ARTICLE III-B
No holder of any share or shares of common stock of this corporation
shall be entitled as a matter of right to subscribe for or purchase any of
the preferred stock authorized by Article III-A of these Articles, as
amended, or any additional shares of preferred stock of the class created by
said Article III-A that may hereafter be duly authorized, or any securities
convertible into any such preferred stock, and whether issued or sold for
cash, property, services or otherwise; provided, however, that this
Article III-B shall not apply in the case of shares of such preferred stock
which are convertible into shares of common stock of this corporation, in
which case the holders of shares of common stock shall have such (and only
such) preemptive rights as would exist under the law of Missouri if this
Article III-B had not been adopted.
THIRD: That 1,926,019 shares of common stock of this corporation (being
in excess of 75% of the outstanding shares of common stock of this
corporation) were voted for the first of the two amendments in this
Certificate set forth, being the amendment striking the first sentence of
Article III and adding a new article to be known as Article III-A, and
10
<PAGE> 12
156,653 shares of said common stock were voted against said amendment, out of
a total of 2,469,252 shares of said common stock, being all of the shares of
this corporation issued and outstanding.
That 1,850,654 shares of common stock of this corporation were voted for
the second of the two amendments in this Certificate set forth, being the
amendment adding a new aritcle to be known as Article III-B, and 231,618
shares of said common stock were voted against said amendment, out of a total
of 2,469,252 shares of said common stock, being all of the shares of this
corporation issued and outstanding.
FOURTH: That the number of shares authorized by the Articles of
Incorporation of this corporation before their amendment hereby is 7,133,620
shares of common stock of the par value of $4.00 per share, and that by the
first of the two amendments in this Certificate set forth the number of
shares authorized is being increased to 7,613,620 shares, consisting of the
7,133,620 shares of common stock of the par value of $4.00 per share
heretofore authorized, and 480,000 shares of preferred stock of the par value
of $25.00 per share authorized by said amendment.
FIFTH: That the authorized shares of this corporation now consist of
one class only, to-wit, 7,133,620 shares of common stock of the par value of
$4.00 per share; that by the first of said amendments set forth in this
Certificate, this corporation will have authorized shares of two classes,
to-wit, 7,133,620 shares of common stock of the par value of $4.00 per share,
being the same shares last mentioned, and 480,000 shares of preferred stock
of the par value of $25.00 per share, or a total authorized capital stock of
$40,534,480 divided into authorized common stock of the aggregate par value
of $28,534,480, and authorized preferred stock of the aggregate par value of
$12,000,000.
SIXTH: That the number of shares of stock of this corporation issued
and outstanding is 2,469,252 shares of said common stock of the par value of
$4.00 per share, and that no other stock of this corporation is issued and
outstanding.
SEVENTH: That by the first of said amendments set forth in this
Certificate the authorized shares of this corporation will be increased from
7,133,620 shares of common stock of the par value of $4.00 per share to
7,613,620 shares, divided into two classes, to-wit, 7,133,620 shares of
common stock of the par value of $4.00 per share and 480,000 shares of
preferred stock of the par value of $25.00 per share; that said shares of
preferred stock will bear cumulative cash dividends, will be redeemable at
the option of the board of directors in whole or in part at any time for
cash, will be entitled to preference over the common stock on liquidation,
will be issuable from time to time in series, and will have the preferences,
qualifications, limitations, restrictions and special and relative rights
stated in the first of said two amendments in this Certificate set forth.
EIGHTH: That said 480,000 new shares of preferred stock will be
issuable for such consideration not less than the par value thereof, as shall
be fixed from time to time by the board of directors.
IN WITNESS WHEREOF, The Laclede Gas Light Company has caused its
corporate seal to be affixed and this certificate to be signed by Robert W.
Otto, its President and Chairman of said meeting of shareholders, and
attested by J. J. Needham, its Secretary, this 25th day of February, 1950.
ROBERT W. OTTO
President and Chairman of
-------------------------
the meeting of Shareholders
---------------------------
ATTEST:
J. J. NEEDHAM
Secretary
---------
11
<PAGE> 13
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 25th day of February, 1950, before me personally appeared
Robert W. Otto and J. J. Needham, to me known to be the President and
Secretary respectively, of The Laclede Gas Light Company, a corporation
organized and existing under the laws of the State of Missouri, who executed
the foregoing instrument and acknowledged that they executed the same
pursuant to authority given by the Board of Directors of said corporation, as
their free act and deed and as the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year last above mentioned.
My commission expires October 20, 1950.
LENORE HULEN
Notary Public in and for the
----------------------------
City of St. Louis, Missouri
---------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
Robert W. Otto, being duly sworn, on his oath states that he is
President of The Laclede Gas Light Company, a corporation organized and
existing under the laws of the State of Missouri, and the Chairman of the
meeting of shareholders referred to in the foregoing certificate, and that
the facts set forth in the foregoing certificate are true.
ROBERT W. OTTO
Subscribed and sworn to before me this 25th day of February, 1950.
My commission expires October 20, 1950.
LENORE HULEN
Notary Public in and for the
----------------------------
City of St. Louis, Missouri
---------------------------
(Filed and Certificate issued Feb. 28, 1950--Walter H. Toberman
Corporation Dept.
Secretary of State)
12
<PAGE> 14
THE LACLEDE GAS LIGHT COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
The Laclede Gas Light Company, a corporation organized and existing
under the laws of the State of Missouri, does hereby certify as follows:
FIRST: That the name of this corporation is The Laclede Gas Light
Company.
SECOND: That on February 14, 1950 at an annual meeting of the
shareholders of said corporation held at the office of said corporation, 1017
Olive Street, St. Louis, Missouri, the following amendment of the Articles of
Incorporation of said corporation was adopted:
That the Articles of Incorporation of this corporation be amended
by amending Article I of the Articles contained in the Certificate of
Acceptance of The General and Business Corporation Act of Missouri, as
amended, filed by this corporation in the office of the Secretary of
State of Missouri on February 28, 1947, so that said Article I will read
as follows:
ARTICLE I
The name of this corporation shall be Laclede Gas Company.
THIRD: That 2,057,146 shares of common stock of this corporation were
voted for said amendment, and 41,280 shares of said common stock were voted
against it, out of a total of 2,469,252 shares of said common stock, being
all of the shares of this corporation issued and outstanding.
IN WITNESS WHEREOF, The Laclede Gas Light Company has caused its
corporate seal to be affixed and this certificate to be signed by Robert W.
Otto, its President and Chairman of said meeting of shareholders, and
attested by J. J. Needham, its Secretary, this 25th day of February, 1950.
ROBERT W. OTTO
President and Chairman of the
-----------------------------
meeting of shareholders.
------------------------
ATTEST:
J. J. NEEDHAM
Secretary
---------
(Filed and Certificate Issued April 1, 1950--Walter H. Toberman
Corporation Dept.
Secretary of State)
13
<PAGE> 15
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 25th day of February, 1950, before me personally appeared
Robert W. Otto and J. J. Needham, to me known to be the President and
Secretary, respectively, of The Laclede Gas Light Company, a corporation
organized and existing under the laws of the State of Missouri, who executed
the foregoing instrument and acknowledged that they executed the same
pursuant to authority given by the Board of Directors of said corporation, as
their free act and deed and as the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year last above mentioned.
My commission expires October 20, 1950.
LENORE HULLEN
Notary Public in and for the
----------------------------
City of St. Louis, Missouri
---------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
Robert W. Otto, being duly sworn, on his oath states that he is the
President of The Laclede Gas Light Company, a corporation organized and
existing under the laws of the State of Missouri, and the Chairman of the
meeting of shareholders referred to in the foregoing certificate, and that
the facts set forth in the foregoing certificate are true.
ROBERT W. OTTO
Subscribed and sworn to before me this 25th day of February, 1950.
My commission expires October 20, 1950.
LENORE HULLEN
Notary Public in and for the
----------------------------
City of St. Louis, Missouri
---------------------------
(Filed and Certificate issued Apr. 1, 1950--Walter H. Toberman
Corporation Dept.
Secretary of State)
14
<PAGE> 16
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a corporation organized and existing under the Laws
of the State of Missouri, does hereby certify as follows:
1. That the name of this Corporation is "Laclede Gas Company"; the name
of this Company, under which it was originally organized, was "The Laclede
Gas Light Company", and this name was changed to the present name on April 1,
1950.
2. That on January 27, 1955, at an annual meeting of the shareholders of
said corporation, held at the office of said corporation, 1017 Olive Street,
St. Louis, Missouri, the following amendment of the Articles of Incorporation
of said corporation was adopted:
That the Articles of Incorporation of this corporation be amended
by adding to the Articles contained in the Certificate of Acceptance of
The General and Business Corporation Act of Missouri, as amended, filed
by this corporation in the office of the Secretary of State of Missouri
on February 28, 1947, immediately before Article No. IV of said
Articles, a new Article to be known as Article III-C, which shall read
as follows:
ARTICLE III-C
150,000 shares of the common stock presently authorized but
unissued shall be reserved for the Restricted Stock Option Plan
approved by the Stockholders at their annual meeting for 1955, and
for any subsequent restricted stock option plan which may hereafter
be approved by the stockholders, and may be issued pursuant to the
terms of said Plan or future plans and no holder of any share or
shares of the common stock of this Corporation shall be entitled as
a matter of right to subscribe for or purchase any of the 150,000
shares reserved for said Plan or future plans and issued thereunder.
3. That 2,176,576 shares of the common stock of this corporation were
voted for said amendment, and 102,409 shares of said common stock were voted
against said amendment, out of a total of 3,039,736 shares of said common
stock, being all of the shares of this corporation issued and outstanding.
4. That the number of shares authorized by the Articles of Incorporation
of this corporation is 7,613,620, consisting of 7,133,620 shares of common
stock of the par value of $4.00 per share, and 480,000 shares of preferred
stock of the par value of $25.00 per share; that the preferences, rights,
privileges, restrictions and other distinctive features of the shares of each
class of the stock of this corporation are set forth in Article III,
Article III-A and Article III-B, contained in the Certificate of Acceptance
of The General and Business Corporation Act of Missouri, as amended, filed by
this corporation in the office of the Secretary of State of Missouri on
February 28, 1947, and the amendments of Articles of Incorporation filed by
this corporation in the office of Secretary of State of Missouri on
February 28, 1950, and in Article III-C in this certificate set forth.
IN WITNESS WHEREOF, LACLEDE GAS COMPANY has caused its corporate seal to
be affixed and this certificate to be signed by Robert W. Otto, its President
and Chairman of its meeting of shareholders, and attested by J. J. Needham,
its Secretary, this 28th day of January, 1955.
ROBERT W. OTTO
President and Chairman
----------------------
of the Meeting of Shareholders
------------------------------
Attest:
J. J. NEEDHAM
Secretary
---------
15
<PAGE> 17
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 28th day of January 1955, before me personally appeared
ROBERT W. OTTO and J. J. Needham, to me known to be the President and
Secretary, respectively, of Laclede Gas Company, a corporation organized and
existing under the laws of the State of Missouri, who executed the foregoing
instrument and acknowledged that they executed the same pursuant to authority
given by the Board of Directors of said corporation, as their free act and
deed and as the free act and deed of the corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal, the day and year last above written.
My commission expires April 3, 1956.
E. G. TAINTER
Notary for the County of St. Louis
----------------------------------
which adjoins the City of St. Louis
-----------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
ROBERT W. OTTO, being duly sworn on his oath states, that he is
President of Laclede Gas Company, a corporation organized and existing under
the Laws of the State of Missouri, and the Chairman of the meeting of
shareholders referred to in the foregoing Certificate, and that the facts set
forth in the foregoing certificate are true.
ROBERT W. OTTO
Subscribed and sworn to before me this 28th day of January, 1955.
My commission expires April 3, 1956.
E. G. TAINTER
Notary for the County of St. Louis
----------------------------------
which adjoins the City of St. Louis
-----------------------------------
(Filed and Certificate issued February 10, 1955--Walter H. Toberman
Corporation Dept.
Secretary of State)
16
<PAGE> 18
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a Missouri corporation, does hereby certify as
follows:
1. The name of this corporation is Laclede Gas Company. The name under
which it was originally organized is The Laclede Gas Light Company.
2. At the meeting hereinafter mentioned, the following amendment was
adopted:
"That the Articles of Incorporation or charter of this corporation,
as heretofore amended, be amended by substituting in Article III-A
thereof (a) for the number `7613,620' (denoting the aggregate number of
shares of all classes which this corporation shall have authority to
issue), the number `8,013,620', and (b) for the number `480,000'
(denoting the number of shares of preferred stock of the par value of
$25 per share which this corporation shall have authority to issue), the
number `880,000', so that, as amended, the first sentence of said
Article III-A (including the two parenthetically numbered clauses
thereof) will read as follows:
"`The aggregate number of shares which this corporation shall
have authority to issue is 8,013,620 shares, divided into two
classes, a class of common stock, and a class of preferred stock,
and the number of shares of each class is
"`(1) 7,133,620 shares of common stock of the par value
of $4.00 per share, being the same shares referred to in
Article III of these Articles prior to the amendment of said
Articles hereby.
"`(2) 880,000 shares of preferred stock of the par value
of $25 per share.'"
Said amendment was adopted, after due notice to the holders of common stock
and holders of preferred stock, at the annual meeting of shareholders of the
corporation held at the office of the corporation, 1017 Olive Street,
St. Louis, Missouri, on January 24, 1957.
3. The vote for and against said amendment was as follows: 396,113
shares of preferred stock, voting as a separate class, were entitled to vote
on said amendment, and of said shares, 353,712 shares were voted for and
4,269 shares were voted against said amendment; 3,041,448 shares of common
stock were entitled to vote on said amendment, and of said shares, 2,286,069
shares (being in excess of 75%) were voted for and 117,862 shares were voted
against said amendment.
4. The corporation's Articles of Incorporation at the time of the filing
of the corporation's Certificate of Acceptance of The General and Business
Corporation Act of Missouri on February 28, 1947, authorized 7,133,620
shares, each of $4 par value, or an aggregate authorized capital of
$28,534,480. By amendment filed with the Secretary of State on February 28,
1950, said authorized shares were increased to 7,613,620 by authorization of
480,000 shares of $25 par value each, constituting an increase of $12,000,000
in authorized shares of par value so that the corporation has prior to the
taking effect of the amendment set forth in paragraph 2 above authorized
capital stock of $40,534,480.
5. Said 7,613,620 presently authorized shares are divided into 7,133,620
shares of common stock of $4 par value each and 480,000 shares of preferred
stock of $25 par value each. The preferences, rights, privileges,
restrictions and other distinctive features of said two classes of stock are
set forth in Articles III-A and III-B (included in the Certificate of
Amendment filed with the Secretary of State on February 28, 1950) of the
corporation's Articles of Incorporation.
6. The number of shares of each class issued and outstanding as of the
date of this certificate is 396,109 shares of preferred stock and 3,041,454
shares of common stock.
7. The amendment set forth in paragraph 2 increases the aggregate number
of authorized shares to 8,013,620, consisting of said 7,133,620 shares of
common stock of $4 par value each and 880,000 shares of preferred stock of
$25 par value each; and said amendment thereby increases the aggregate
authorized capital stock of the corporation by $10,000,000 to a total of
$50,534,480. Said newly authorized 400,000 shares of preferred stock are of
the same class as, and have the same preferences, rights, privileges and
restrictions (the statement of which is referred to in paragraph
17
<PAGE> 19
5 hereof) as the 480,000 shares of preferred stock previously authorized.
None of said 400,000 newly authorized shares of preferred stock is to be
issued immediately.
8. Said newly authorized shares are to be issued upon such terms and for
such consideration (not less than par) as may be determined from time to time
by the board of directors.
IN WITNESS WHEREOF, Laclede Gas Company has caused this certificate to
be duly executed by H. Reid Derrick, its President and Chairman of said
meeting of shareholders, and attested and sealed with the corporate seal by
David L. Gardner, its Secretary, this 30th day of January, 1957.
H. REID DERRICK
President of Laclede Gas Company and
------------------------------------
Chairman of said meeting of shareholders
----------------------------------------
ATTEST:
DAVID L. GARDNER
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 30th day of January, 1957, before me personally appeared H. Reid
Derrick and David L. Gardner, to me known to be the President and Secretary,
respectively, of Laclede Gas Company, a corporation organized and existing
under the laws of the State of Missouri, who executed the foregoing instru-
ment and acknowledged that they executed the same pursuant to authority given
by the Board of Directors of said corporation, as their free act and deed and
as the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year last above mentioned.
My commission expires April 3, 1960.
Notary for the County of St. Louis E. G. TAINTER
which adjoins the City of St. Louis Notary Public in and for the
----------------------------
City of St. Louis, Missouri
---------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
Before me, a Notary Public, this 30th day of January, 1957, appeared
H. Reid Derrick, who, having been duly sworn, on his oath stated that the
facts set forth in the foregoing certificate are true.
My commission expires April 3, 1960.
E. G. TAINTER
Notary Public in and for the
----------------------------
City of St. Louis, Missouri
---------------------------
(Filed and Certificate issued February 1, 1957--Walter H. Toberman
Corporation Dept.
Secretary of State)
18
<PAGE> 20
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a corporation organized and existing under the laws
of the State of Missouri, does hereby certify as follows:
1. The name of this corporation is "Laclede Gas Company". The name
under which the corporation was originally organized was "The Laclede Gas
Light Company". The change to the present name was made on April 1, 1950.
2. On July 17, 1963, at a special meeting held at the offices of the
corporation at 1017 Olive Street, St. Louis, Missouri, the shareholders
adopted an amendment of the corporation's Articles of Incorporation.
3. The amendment adopted at said special meeting of shareholders is as
follows:
RESOLVED: That the Articles of Incorporation of this corporation
be amended by adding to the Articles contained in the Certificate of
Acceptance of The General and Business Corporation Act of Missouri, as
amended, filed by this corporation in the office of the Secretary of
State of Missouri on February 28, 1947, immediately before Article IV of
said Articles, a new Article to be known as Article III-D which shall
read as follows:
ARTICLE III-D
No holder of any share or shares of common stock of this
corporation shall be entitled as a matter of right to subscribe for
or purchase any of the authorized but unissued shares of common
stock of this corporation which may from time to time be issued in
exchange for property of any kind (other than cash) including
capital stock and securities of any corporation or other entity.
4. The number of shares entitled to vote on the amendment was 4,021,282,
being all of the outstanding shares of common stock of the corporation.
5. The number of shares voted for the amendment was 3,080,887. The
number of shares voted against the amendment was 50,577.
6. The total number of shares authorized by the Articles of
Incorporation of this corporation is 8,013,620, consisting of 7,133,620
shares of common stock of the par value of $4 per share and 880,000 shares of
preferred stock of the par value of $25 per share. The preferences, rights,
privileges, restrictions and other distinctive features of the shares of each
class of stock of this corporation are set forth in said Articles of
Incorporation in Articles III, III-A, III-B and III-C and in Article III-D in
this certificate set forth.
IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to
be affixed and this certificate to be signed by H. R. Derrick, its President
and Chairman of its meeting of shareholders, and attested by D. L. Gardner,
its Secretary, this 17th day of July, 1963.
H. R. DERRICK
President and Chairman
----------------------
of the Meeting of Shareholders
------------------------------
Attest:
D. L. GARDNER
Secretary
---------
19
<PAGE> 21
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 17th day of July, 1963, before me personally appeared H. R.
Derrick and D. L. Gardner, to me known to be the President and Secretary,
respectively, of Laclede Gas Company, a corporation organized and existing
under the laws of the State of Missouri, who executed the foregoing
instrument and acknowledged that they executed the same pursuant to authority
given by the Board of Directors of said corporation, as their free act and
deed and as the free act and deed of said corporation.
In Testimony Whereof, I have hereunto set my hand and affixed my
notarial seal the day and year last above written.
My commission expires: April 3, 1964.
E. G. TAINTER
Notary Public
-------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
H. R. Derrick, being duly sworn, on his oath states that he is President
of Laclede Gas Company, a corporation organized and existing under the laws
of the State of Missouri, and the Chairman of the meeting of shareholders
referred to in the foregoing Certificate, and that the facts set forth in the
foregoing Certificate are true.
H. R. DERRICK
Subscribed and sworn to before me this 17th day of July, 1963.
My commission expires: April 3, 1964.
E. G. TAINTER
Notary Public
-------------
(Filed and Certificate issued July 17, 1963--Warren E. Hearnes
Corporation Dept.
Secretary of State)
20
<PAGE> 22
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a corporation organized and existing under the laws
of the State of Missouri, does hereby certify as follows:
1. The name of this corporation is "Laclede Gas Company". The name
under which the corporation was originally organized was "The Laclede Gas
Light Company". The change to the present name was made on April 1, 1950.
2. On January 23, 1969, at the annual meeting held at the offices of the
corporation at 1017 Olive Street, St. Louis, Missouri, the shareholders
adopted an amendment of the corporation's Articles of Incorporation.
3. The amendment adopted at said annual meeting of shareholders is as
follows:
RESOLVED: That the Articles of Incorporation of this corporation
be amended by amending Article VI of the Articles contained in the
Certificate of Acceptance of The General and Business Corporation Act of
Missouri, as amended, filed by this corporation in the office of the
Secretary of State of Missouri on February 28, 1947, so that said
Articles VI will read as follows:
"Article VI
Without in any manner limiting or impairing the powers and
purposes now provided by its existing charter, this corporation
shall have the following powers and purposes: To supply the
cities, towns, villages, districts and neighborhoods in and near
the County of St. Louis, Missouri, and public and private buildings
located therein, and the inhabitants thereof, with gas for light,
heat, power and other purposes. Also the following powers and
purposes which this corporation may carry out in St. Louis County,
Missouri, and elsewhere in the State of Missouri and other States
of the United States: To operate a gas business; to manufacture,
buy, sell, and deal in, and use in its own business gas, coke and
other fuels and by-products of the manufacture of the same; to buy
and sell natural gas; to construct, operate and maintain
distribution systems for gas, and to construct, operate, lay and
maintain mains, pipes, and equipment necessary or convenient in the
distribution of gas; to buy, sell and deal in furnaces, stoves,
refrigerators and appliances and equipment of all kinds and related
materials, and to service the same; to accept, lease, sell, assign,
mortgage, pledge and dispose of franchises; to carry on all
business generally and usually carried on by an operating gas
utility company and to do any and all acts necessary or incidental
in connection therewith. Also the following powers and purposes:
(a) Directly, or indirectly through investments in subsidiaries or
otherwise, to purchase or otherwise acquire, explore for, produce,
manufacture, generate, store, hold, own, consume, exchange, deal
in, transport, transmit, distribute, dispose of, promote the use
of, and sell any and all forms or sources of energy and any and all
minerals, and any and all products and by-products derived in any
way therefrom; (b) To manufacture, buy, sell, deal in, and to
engage in, conduct, and carry on the business of manufacturing,
buying, selling and dealing in goods, wares and merchandise of
every class and description; (c) To carry on and conduct a general
wholesale and retail mercantile business; (d) To lease or buy
stores, storerooms, warehouses, branch offices and any other type
of business space convenient or suitable for effectuating any of
the purposes of the corporation in Missouri or in any other state;
(e) To enter into contracts or agreements in any form whatsoever
with manufacturers, distributors or wholesalers of goods, wares and
merchandise granting to this corporation exclusive or non-exclusive
rights of representation, distribution, sale or other handling of
the products of said manufacturer, wholesaler or distributor in any
territory of the United States; (f) To buy, lease, contract for,
invest in, or otherwise acquire any real or personal property, or
any interest therein, or all or any part of the good will, rights,
franchises, property and business of any person, entity,
partnership, association or corporation, to pay for the same in
cash or in stock of any class, bonds, or other obligations of the
corporation or otherwise, to hold, utilize and in any manner
dispose of the whole or any part of the rights and property so
acquired, to assume in connection therewith any liabilities of any
such person, entity, partnership, association or corporation, and
conduct in any lawful
21
<PAGE> 23
manner the whole or any part of the business
thus acquired; (g) To acquire, through the purchase of stock or
otherwise, other corporations, companies, firms and associations,
or any interest therein, and to own and operate, as subsidiaries or
otherwise, and to finance the activities and businesses of, said
corporations, companies, firms, and associations; (h) To sell,
lease, exchange, convey, mortgage, pledge, transfer, assign and
deliver, and otherwise dispose of, all, or any part of the
property, assets and effects of the corporation, and receive in
payment therefor cash or stocks, bonds, notes, debentures, or other
securities or evidences of indebtedness or obligations of any
individual, firm, corporation, company, association, trust or
organization, on such terms and conditions as the Board of
Directors of the corporation shall determine, subject to
limitations, restrictions or requirements imposed by law; (i) To
act as principal, agent, broker, dealer, factor, jobber, commission
merchant or in any representative capacity; and to be a general or
limited partner, in transacting any business authorized herein; (j)
To manufacture, buy, sell, exchange, mortgage, encumber, improve,
develop, manage, control, assign, transfer, convey, lease, pledge,
or otherwise acquire, hold, own, alienate or dispose of, property
of any kind whatsoever, real, personal or mixed, wheresoever
situated or any interest therein; (k) To construct, improve,
rebuild, alter, decorate, maintain, manage, control, lease,
encumber, or otherwise to acquire, hold and dispose of and deal in
any and all kinds of improvements upon land belonging to this
company, or upon other land; (l) To enter into any lawful
arrangements for profit sharing, reciprocal concession or
cooperation, with any corporation, association, partnership,
syndicate or entity, person or governmental, municipal or public
authority, domestic or foreign, in the carrying on of any business
which the corporation is authorized to carry on or any business or
transactions deemed necessary, or convenient or incidental to
carrying out any of the purposes of the corporation; (m) To lease,
purchase, manufacture, or otherwise acquire and to own, hold,
mortgage, pledge, assign, transfer, or otherwise dispose of, and
generally to deal in and use building materials, tools, equipment,
furniture, fixtures and supplies incident to or useful in
connection with the purchase, sale, ownership, construction,
maintenance, and management of real estate, buildings and other
structures; (n) To acquire, hold, sell, use, assign, lease, grant
licenses in respect of, mortgage, or otherwise dispose of letters
patent of the United States or of any foreign country, patent
rights, licenses and privileges, inventions, improvements and
processes, copyrights, trademarks and trade names, relating to or
useful in connection with any business of the corporation; (o) To
purchase, insofar as the same may be done without impairing the
stated capital of the corporation, and to hold, pledge and reissue
shares of its own capital stock, but such shares so acquired and
held shall not be entitled to vote, either directly or indirectly,
nor to receive dividends; (p) To purchase, or in any manner
acquire, to own and hold, receive and dispose of the income from,
to guarantee, sell, assign, transfer, mortgage, pledge, or
otherwise dispose of, and to exercise all of the rights of
individual natural persons with respect to any bonds, securities
and evidences of indebtedness of, or shares of stock in any
corporation or joint stock company of any state, territory or
country, and while the owner of said stock, to exercise all of the
rights, powers and privileges of ownership, including the right to
vote thereon; (q) To purchase, incorporate and/or cause to be
merged, consolidated, reorganized or liquidated, and to promote,
take charge of and aid, in any way permitted by law, the
incorporation, merger, consolidation or liquidation of any
corporation, association or entity; (r) To make contracts and
guarantees and incur liabilities, to borrow or raise moneys for any
of the purposes of the corporation and from time to time, without
limit as to amount, to draw, make, accept, endorse, execute and
issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, convertible or non-convertible, and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to
secure the payment thereof and of the interest thereon by mortgage
on, or pledge, conveyance or assignment in trust of the whole or
any part of the assets of the corporation, real, personal or mixed,
including contract rights, whether at the time owned or thereafter
acquired, and to sell, pledge, or otherwise dispose of such
securities or other obligations of the corporation for its
corporate purposes; (s) To enter into, make, perform and carry out
contracts of every sort and kind, for any lawful purpose, with any
person, firm, association or corporation, whether public, private
or municipal or body politic, and with the Government of the United
States or any state, territory or colony thereof, or any foreign
government; (t) To conduct business in all other states, the
District of Columbia, the territories, possessions and dependencies
of the United States and in any or all foreign countries, to have
one or more offices out of the State of Missouri, and to hold,
purchase, lease, let, mortgage and convey real and personal
property out of said state as well as therein; (u) To do any and
everything necessary or convenient for the accomplishment of any of
the purposes or the attainment of any of the objects or the
furtherance of any of the powers hereinabove enumerated, either for
itself or as agent for any person, firm or corporation, either
alone or in association with other
22
<PAGE> 24
corporations, or with any firm
or individual; 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
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 or accepting 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 construed both as objects and powers and
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 specific powers shall not be held to alter
or restrict in any manner the general powers of this corporation."
4. The number of shares entitled to vote on the amendment was 4,134,483,
being all of the outstanding shares of common stock of the corporation.
5. The number of shares voted for the amendment was 3,355,368. The
number of shares voted against the amendment was 53,898.
6. The total number of shares authorized by the Articles of
Incorporation of this corporation is 8,013,620, consisting of 7,133,620
shares of common stock of the par value of $4 per share and 880,000 shares of
preferred stock of the par value of $25 per share. The preferences, rights,
privileges, restrictions and other distinctive features of the shares of each
class of stock of this corporation are set forth in said Articles of
Incorporation in Articles III, III-A, III-B, III-C, and III-D.
IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to
be affixed and this certificate to be signed by H. R. Derrick, its President
and Chairman of the Board of Directors and Chairman of its meeting of
shareholders and attested by D. L. Gardner, its Secretary, this 24th day of
January, 1969.
H. R. DERRICK
(Seal) President and Chairman of the Board
-----------------------------------
of Directors and Chairman of the
--------------------------------
Meeting of Shareholders
-----------------------
Attest:
D. L. GARDNER
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Dorothy Paffrath, a notary public, do hereby certify that on this
24th day of January, 1969, personally appeared before me H. R. Derrick, who,
being by me first duly sworn, declared that he is the President and Chairman
of the Board of Directors of Laclede Gas Company, that he signed the
foregoing document as President and Chairman of the Board of Directors of the
corporation and as Chairman of the meeting of shareholders referred to in
said document, and that the statements therein contained are true.
My commission expires: September 24, 1971
DOROTHY PAFFRATH
Notary Public
-------------
Notary for the County of St. Louis
which adjoins the City of St. Louis
(Seal)
(Filed and Certificate issued January 27, 1969--James C. Kirkpatrick
Corporation Dept.
Secretary of State)
23
<PAGE> 25
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a corporation organized and existing under the laws
of the State of Missouri, does hereby certify as follows:
1. The name of this corporation is "Laclede Gas Company". The name
under which the corporation was originally organized was "The Laclede Gas
Light Company". The change to the present name was made on April 1, 1950.
2. On January 28, 1971, at the annual meeting held at the office of the
corporation at 720 Olive Street, St. Louis, Missouri, the shareholders
adopted an amendment of the corporation's Articles of Incorporation.
3. The amendment adopted at said annual meeting of shareholders is as
follows:
RESOLVED: That the Articles of Incorporation of this corporation
be amended by deleting from the Articles contained in the Certificate of
Acceptance of The General and Business Corporation Act of Missouri, as
amended, filed by this corporation in the office of the Secretary of
State of Missouri on February 28, 1947, the Articles designated "III-B",
"III-C", and "III-D", and adopting in lieu thereof a new Article to be
known as Article III-B which shall read as follows:
"ARTICLE III-B
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 the corporation, of any
class whatever which may be authorized from time to time, no holder
of shares of common 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 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; provided, however, that if the Board
of Directors shall determine to issue and sell any shares of common
stock (including, for the purposes of this paragraph, any security
convertible into common stock, but excluding shares of such common
stock and securities convertible into such common stock theretofore
reacquired by this corporation after having been duly issued)
solely for money and other than by:
(1) A public offering thereof, or
(2) An offering thereof to or through underwriters or
dealers who shall agree promptly to make a public offering
thereof, or
(3) Any other offering thereof which shall have been
authorized or approved by the affirmative consent (given in
writing without a meeting or by vote at a meeting duly called
for such purpose) of the holders of a majority of the shares
of common stock then outstanding and entitled to vote,
such shares of common stock shall first be offered pro rata to the
holders of record of the then outstanding shares of common stock
(excluding outstanding shares of such common stock held for the
benefit of holders of scrip certificates or other instruments
representing fractional interests in a full share of such common
stock) upon terms which, in the judgment of the Board of Directors,
shall be not less favorable (without deduction of such reasonable
compensation for the sale, underwriting or purchase of such shares
by underwriters or dealers as may lawfully be paid by this
corporation) to the purchaser than the terms upon which such shares
are offered to others than such holders of the common stock;
provided that this corporation shall not be obligated to offer or
to issue any fractional interest in a full share of common stock;
and provided further that the time within which such preemptive
rights shall be exercised may be limited to such time as to the
Board of Directors may seem proper, not less, however, than
fourteen days after the mailing of notice that such preemptive
rights are available and may be exercised."
24
<PAGE> 26
4. The number of shares of common capital stock outstanding on
December 9, 1970, (the record date) and therefore entitled to vote at the
meeting was 4,143,693. Only the holders of common stock were entitled to
vote on the aforesaid amendment.
5. The number of shares voted for the amendment was 3,341,912 and the
number of shares voted against said amendment was 277,027.
6. The total number of shares authorized by the Articles of
Incorporation of this corporation at the time of the vote on the aforesaid
amendment was 8,013,620, consisting of 7,133,620 shares of common stock of
the par value of $4.00 per share, and 880,000 shares of preferred stock of
the par value of $25.00 per share. The preferences, rights, privileges,
restrictions and other distinctive features of the shares of each class of
stock of this corporation, after the adoption of the foregoing amendment, are
set forth in said Articles of Incorporation in Articles III, III-A and III-B.
IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to
be affixed and this certificate to be signed by L. M. Liberman, its President
and Chairman of its meeting of shareholders, and attested by R. L. Eckhart,
its Secretary, this 5th day of February, 1971.
LEE M. LIBERMAN
(SEAL) President and Chairman of the
-----------------------------
Meeting of Shareholders
-----------------------
Attest:
R. L. ECKHART
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Geraldine Ann Walker, a notary public, do hereby certify that on this
5th day of February, 1971, personally appeared before me L. M. Liberman, who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation and as Chairman of the meeting of shareholders referred to in
said document, and that the statements therein contained are true.
My commission expires: July 21, 1971.
GERALDINE ANN WALKER
(Seal) Notary Public
-------------
(Filed and Certificate issued February 8, 1971--James C. Kirkpatrick
Corporation Dept.
Secretary of State)
25
<PAGE> 27
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a corporation organized and existing under the laws
of the State of Missouri, does hereby certify as follows:
1. The name of this corporation is "Laclede Gas Company". The name
under which the corporation was originally organized was "The Laclede Gas
Light Company". The change to the present name was made on April 1, 1950.
2. At the meeting hereinafter mentioned, the following amendment was
adopted:
RESOLVED: That the Articles of Incorporation or charter of this
corporation, as heretofore amended, be amended by substituting in
Article III-A thereof (a) for the number "8,013,620" (denoting the
aggregate number of shares of all classes which this corporation shall
have authority to issue), the number "8,613,620", and (b) for the number
"880,000" (denoting the number of shares of preferred stock of the par
value of $25 per share which this corporation shall have authority to
issue), the number "1,480,000", so that, as amended, the first sentence
of said Article III-A (including the two parenthetically numbered
clauses thereof) will read as follows:
"The aggregate number of shares which this corporation shall
have authority to issue is 8,613,620 shares, divided into two
classes, a class of common stock and a class of preferred stock,
and the number of shares of each class is
(1) 7,133,620 shares of common stock of the par value of
$4.00 per share, being the same shares referred to in
Article III of these Articles prior to the amendment of said
Articles hereby.
(2) 1,480,000 shares of preferred stock of the par value
of $25 per share."
Said amendment was adopted, after due notice to the holders of common stock
and holders of preferred stock, at the annual meeting of shareholders of the
corporation held at the office of the corporation, 720 Olive Street,
St. Louis, Missouri, on January 28, 1971.
3. The vote for and against said amendment was as follows: 529,562
shares of preferred stock, voting as a separate class, were entitled to vote
on said amendment, and of said shares, 457,629 shares (being a majority and
also in excess of 75%) were voted for and 13,706 shares were voted against
said amendment; 4,143,693 shares of common stock were entitled to vote on
said amendment, and of said shares, 3,284,069 shares (being in excess of 75%)
were voted for and 294,961 shares were voted against said amendment.
4. The total number of shares authorized by the Articles of
Incorporation of this corporation at the time of the vote on the aforesaid
amendment was 8,013,620, consisting of 7,133,620 shares of common stock of the
par value of $4.00 per share, and 880,000 shares of preferred stock of the
par value of $25.00 per share. Accordingly, prior to the amendment set forth
in paragraph 2 hereof, the corporation had a total authorized capital stock
of $50,534,480. The amendment set forth in paragraph 2 hereof authorizes an
additional $15,000,000 capital stock (600,000 additional shares of preferred
stock, par value $25.00 per share). Accordingly, after the amendment set
forth in paragraph 2 hereof, the total authorized capital stock of the
corporation is $65,534,480. The preferences, rights, privileges,
restrictions and other distinctive features of the shares of each class of
stock of this corporation are set forth in said Articles of Incorporation in
Articles III, III-A and III-B.
5. None of said 600,000 newly authorized shares of preferred stock is to
be issued immediately. Said newly authorized shares are to be issued upon
such terms and for such consideration (not less than par) as may be
determined from time to time by the corporation's Board of Directors. The
newly authorized preferred shares are of the same class as, and for the same
preferences, rights, privileges and restrictions as the 880,000 shares of
preferred stock previously authorized.
26
<PAGE> 28
IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to
be affixed and this certificate to be signed by L. M. Liberman, its President
and Chairman of its meeting of shareholders, and attested by R. L. Eckhart,
its Secretary, this 5th day of February, 1971.
LEE M. LIBERMAN
(SEAL) President and Chairman of the
-----------------------------
Meeting of Shareholders
-----------------------
Attest:
R. L. ECKHART
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Geraldine Ann Walker, a notary public, do hereby certify that on this
5th day of February, 1971, personally appeared before me L. M. Liberman, who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation and as Chairman of the meeting of shareholders referred to in
said document, and that the statements therein contained are true.
My commission expires: July 21, 1971.
GERALDINE ANN WALKER
(Seal) Notary Public
-------------
(Filed and Certificate issued February 8, 1971--James C. Kirkpatrick
Corporation Dept.
Secretary of State)
27
<PAGE> 29
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Laclede Gas Company, a corporation organized and existing under the laws
of the State of Missouri, does hereby certify as follows:
1. The name of this corporation is "Laclede Gas Company". The name
under which the corporation was originally organized was "The Laclede Gas
Light Company". The change to the present name was made on April 1, 1950.
2. At the meeting hereinafter mentioned, the following amendment was
adopted:
RESOLVED: That the Articles of Incorporation or charter of this
corporation, as heretofore amended, be amended by deleting from
paragraph 3 of Article III-A thereof the phrase 'which shall in no case
exceed eight per cent per annum' (denoting the maximum dividend rate
which the Board of Directors of the Company is authorized to fix on
preferred shares of any particular series) so that said paragraph 3 of
Article III-A as amended, will read as follows:
"3. Before any dividends on common stock shall be declared or
paid or set apart for payment, the holders of outstanding preferred
stock of any series shall be entitled to receive, but only when and
as declared, out of any funds legally available for the declaration
of dividends, cumulative cash dividends thereon at a dividend rate
per share of the per cent per annum of the par value thereof
applicable to the shares of such series, and no more, payable to
shareholders of record as of a date, not exceeding thirty days
preceding the date for the payment of any such dividend, fixed in
advance by the board of directors as the record date for the
determination of the shareholders entitled to receive payment of
such dividend. The board of directors is hereby expressly
authorized, by resolution adopted prior to the issuance of any
shares of any particular series, to fix the dividend rate
applicable to the shares of such series and the date from which
dividends on shares of such series issued prior to the date for
payment of the first dividend thereon shall be cumulative."
Said amendment was adopted, after due notice to the holders of common stock
and holders of preferred stock, at the annual meeting of shareholders of the
corporation held at the office of the corporation, 720 Olive Street,
St. Louis, Missouri, on January 28, 1971.
3. The vote for and against said amendment was as follows: 529,562
shares of preferred stock, voting as a separate class, were entitled to vote
on said amendment, and of said shares, 457,993 shares (being in excess of
75%) were voted for and 13,342 shares were voted against said amendment;
4,143,693 shares of common stock were entitled to vote on said amendment, and
of said shares, 3,174,872 shares (being in excess of 75%) were voted for and
404,258 shares were voted against said amendment.
4. The total number of shares authorized by the Articles of
Incorporation of this corporation at the time of the vote on the aforesaid
amendment was 8,013,620, consisting of 7,133,620 shares of common stock of
the par value of $4.00 per share, and 880,000 shares of preferred stock of
the par value of $25.00 per share. The preference, rights, privileges,
restrictions and other distinctive features of the shares of each class of
stock of this corporation are set forth in said Articles of Incorporation in
Articles III, III-A and III-B.
28
<PAGE> 30
IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to
be affixed and this certificate to be signed by L. M. Liberman, its President
and Chairman of its meeting of shareholders, and attested by R. L. Eckhart,
its Secretary, this 5th day of February, 1971.
(SEAL) LEE M. LIBERMAN
President and Chairman of the
-----------------------------
Meeting of Shareholders
-----------------------
Attest:
R. L. ECKHART
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Geraldine Ann Walker, a notary public, do hereby certify that on this
5th day of February, 1971, personally appeared before me L. M. Liberman, who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation and as Chairman of the meeting of shareholders referred to in
said document, and that the statements therein contained are true.
My commission expires: July 21, 1971.
GERALDINE ANN WALKER
Notary Public
-------------
(Seal)
(Filed and Certificate issued February 8, 1971--James C. Kirkpatrick
Corporation Dept.
Secretary of State)
29
<PAGE> 31
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is "Laclede Gas Company". The
name under which it was originally organized was "The Laclede Gas Light
Company".
2. An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 27, 1983.
3. Article IV was amended to read as follows:
"ARTICLE IV
The number of directors shall be fixed (or changed) from time to
time by, or in the manner specified in, 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). None of such directors need be shareholders of this cor-
poration. This corporation shall give written notice to the Secretary
of State of the number of the directors thus fixed (or changed) by any
method, such notice to be given within thirty (30) calendar days of each
date when the number of directors is thus fixed (or changed). The
director shall be elected by cumulative voting as provided by Missouri
law, and shall, without limiting their other powers, have the power to
make, alter, amend or repeal the bylaws of this corporation."
<TABLE>
4. Of the 4,363,025 shares outstanding, 4,363,025 of such shares were
entitled to vote on such amendment. The number of outstanding shares of any
class entitled to vote thereon as a class were as follows:
<CAPTION>
Number of
Outstanding
Class Shares
----- -----------
<S> <C>
Common 4,363,025
</TABLE>
<TABLE>
5. The number of shares voted for and against the amendment was as
follows:
<CAPTION>
No. Voted
Class No. Voted For Against
----- ------------- ---------
<S> <C> <C>
Common 3,197,606 72,453
</TABLE>
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its
President, Lee M. Liberman, has executed this instrument and its Secretary,
David L. Gardner, has affixed its corporate seal hereto and attested said
seal on the 27th day of January, 1983.
LACLEDE GAS COMPANY
(Seal) By LEE M. LIBERMAN
President
---------
ATTEST
DAVID L. GARDNER
Secretary
---------
30
<PAGE> 32
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Betty J. Richardson, a notary public, do hereby certify that on this
27th day of January, 1983, personally appeared before me Lee M. Liberman who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
BETTY J. RICHARDSON
(Seal) Notary Public
-------------
My commission expires April 11, 1985.
(Filed and Certificate issued January 27, 1983--James C. Kirkpatrick
Corporation Dept.
Secretary of State)
31
<PAGE> 33
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Laclede Gas Company. The name
under which it was originally organized was The Laclede Gas Light Company.
2. An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 26, 1984.
3. Article III-A was amended, effective as of the close of business on
February 20, 1984, to read as follows:
RESOLVED, that the first sentence (including the two
parenthetically numbered clauses of said first sentence) of
Article III-A of the Articles of Incorporation of Laclede Gas Company is
hereby deleted in its entirety, effective as of the close of business on
----------------------------------------
February 20, 1984, and superseded effective on the same date, by the
- -----------------
following first sentence of said Article III-A:
"ARTICLE III-A
The aggregate number of shares which this corporation shall have
authority to issue is 21,480,000 shares, divided into two (2) classes, a
class of common stock and a class of preferred stock, and the number of
shares of each class is:
(1) 20,000,000 shares of common stock of the par value of
$2.00 per share; and
(2) 1,480,000 shares of preferred stock of the par value of
$25.00 per share."
<TABLE>
4. Of the 4,665,879 shares outstanding, 4,363,025 of such shares were
entitled to vote on such amendment. The number of outstanding shares of any
class entitled to vote thereon as a class were as follows:
<CAPTION>
Number of
Outstanding
Class Shares
----- -----------
<S> <C>
Common 4,363,025
</TABLE>
<TABLE>
5. The number of shares voted for and against the amendment was as
follows:
<CAPTION>
No. Voted
Class No. Voted For Against
----- ------------- ---------
<S> <C> <C>
Common 3,618,521 27,297
</TABLE>
6. If the amendment changed the number or par value of authorized shares
having a par value the amount of increase in dollars of authorized shares
having a par value as changed is:
$11,465,520
7. If the amendment provides for an exchange, reclassification, or
----------------
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
(a) each share of this corporation's $4.00 per share par value
common stock, issued and outstanding or held in the treasury of this
corporation, is hereby reclassified, converted and changed into two (2)
fully paid and non-assessable shares of the common stock of this
corporation having a par value of $2.00 per share, said two (2) shares
to be evidenced respectively by the certificates referred to in
subclauses (c) and (d) below;
(b) the entire stated capital in respect to all of the issued
shares of this corporation's $4.00 per share par value common stock,
shall remain unchanged and shall continue to be allocated pro rata to
all of the issued shares
32
<PAGE> 34
of this corporation's common stock, having a
par value of $2.00 per share, then issued immediately following the
effectiveness of the Amendment (or to be issued to effectuate the
reclassification of shares and stock split-up referred to in subclause
(a) above);
(c) each certificate formerly representing one or more shares of
this corporation's $4.00 per share par value common stock (a
"Certificate") will, without further action, represent the same number
of shares of this corporation's $2.00 per share par value common stock;
and
(d) each holder of record of a Certificate as of the close of
business on the effective date of the Amendment shall be entitled to
receive, as soon as practicable, and without surrender of the
Certificate, an additional certificate, or additional certificates,
---------- ----------
representing that number of shares of common stock of this corporation,
having a par value of $2.00 per share, equal to the number of shares of
common stock represented by the Certificate.
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its
President, Lee M. Liberman, has executed this instrument and its Secretary,
David L. Gardner, has affixed its corporate seal hereto and attested said
seal on the 26th day of January, 1984.
LACLEDE GAS COMPANY
(SEAL) By LEE M. LIBERMAN
President
---------
ATTEST
DAVID L. GARDNER
Secretary
---------
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
I, Betty J. Richardson, a notary public, do hereby certify that on this
26th day of January, 1984, personally appeared before me Lee M. Liberman who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
BETTY J. RICHARDSON
(SEAL) Notary Public
-------------
My commission expires 4/11/85.
(Filed and Certificate issued January 26, 1984--James C. Kirkpatrick
Corporation Dept.
SECRETARY OF STATE)
33
<PAGE> 35
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Laclede Gas Company. The name
under which it was originally organized was The Laclede Gas Light Company.
2. An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 26, 1984.
3. Article IV was amended to read as follows:
RESOLVED, that the Articles of Incorporation of Laclede Gas Company
are hereby amended by restating Article IV thereof as Section A of
Article IV, as amended; and by adding immediately thereafter three
(3) new Sections to said Article IV, as amended, to be known
respectively as Sections B, C, and D thereof; so that Article IV, as
thus amended, will read, in its entirety, as follows:
"ARTICLE IV
A. Number of Directors
The number of directors shall be fixed (or changed) from time to
time by, or in the manner specified in, 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). None of such directors need be shareholders of this
corporation. This corporation shall give written notice to the
Secretary of State of the number of the directors thus fixed (or
changed) by any method, such notice to be given within thirty (30)
calendar days of each date when the number of directors is thus fixed
(or changed). The directors shall be elected by cumulative voting as
provided by Missouri law, and shall, without limiting their other
powers, have the power to make, alter, amend or repeal the bylaws of
this corporation.
B. Classification of Directors
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). The classification of the
Board of Directors, as set forth in the proviso portion of the
-------
immediately preceding sentence of this Section B, shall, however, be
subject and subordinate to those provisions contained in numbered
subdivision 9 of Article III-A of these Articles of Incorporation, which
provisions set forth certain special rights of holders of outstanding
shares of preferred stock to elect directors following the occurrence of
certain defaults in the payment of dividends thereon.
C. Removal of Directors
At a meeting called expressly for such purpose, directors may be
removed in the manner provided in this Section C of Article IV. 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. 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; provided, however, that no director may be
-----------------
removed, if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the class of
directors of which he is a part. Whenever the holders of the
outstanding shares of any class are then entitled to elect one or more
directors, the provisions of this Section C of Article IV shall apply
(with respect to the removal of any such director or directors so
elected) to the
34
<PAGE> 36
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 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. Amendment
This Article IV 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 entitled to vote at a meeting
called for such purpose; provided, however, that whenever the holders of
-----------------
the outstanding shares of any class are then entitled to elect one or
more directors, any amendment amending, repealing, deleting or otherwise
changing this Article IV, shall also require the affirmative vote of not
less than two-thirds (2/3) of the outstanding shares of each such class."
<TABLE>
4. Of the 4,665,879 shares outstanding, 4,363,025 of such shares were
entitled to vote on such amendment. The number of outstanding shares of any
class entitled to vote thereon as a class were as follows:
<CAPTION>
Number of
Outstanding
Class Shares
----- -----------
<S> <C>
Common 4,363,025
</TABLE>
<TABLE>
5. The number of shares voted for and against the amendment was as
follows:
<CAPTION>
No. Voted
Class No. Voted For Against
----- ------------- ---------
<S> <C> <C>
Common 3,242,684 134,889
</TABLE>
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its
President, Lee M. Liberman, has executed this instrument and its Secretary,
David L. Gardner, has affixed its corporate seal hereto and attested said
seal on the 26th day of January, 1984.
LACLEDE GAS COMPANY
(SEAL) By LEE M. LIBERMAN
President
---------
ATTEST
DAVID L. GARDNER
Secretary
---------
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
I, Betty J. Richardson, a notary public, do hereby certify that on this
26th day of January, 1984, personally appeared before me Lee M. Liberman who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
(SEAL) BETTY J. RICHARDSON
Notary Public
-------------
My commission expires 4/11/85.
(Filed and Certificate issued January 26, 1984--James C. Kirkpatrick
Corporation Dept.
SECRETARY OF STATE)
35
<PAGE> 37
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Laclede Gas Company. The name
under which it was originally organized was The Laclede Gas Light Company.
2. An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 26, 1984.
3. Article VII was amended to read as follows (present Article VII being
renumbered as Article VIII):
RESOLVED, that the Articles of Incorporation of Laclede Gas Company
are hereby amended to add the following new Article VII, and to renumber
the present Article VII thereof as Article VIII.
"ARTICLE VII
A. Approval
The approval of any Business Combination (as hereinafter defined)
shall, in lieu of any lesser affirmative vote of shareholders required
by law, require at least the higher of the following affirmative votes
------
of the outstanding shares of this corporation entitled to vote at a
regular or at a special meeting of shareholders called for such
purpose: (i) the affirmative vote of eighty percent (80%) of all of
such outstanding shares; or (ii) the affirmative vote of a majority of
all of such outstanding shares which are not then owned directly or
indirectly by a Substantial Shareholder (as hereinafter defined), plus
----
the affirmative vote of all of such shares then owned directly or
indirectly by the Substantial Shareholder; provided, however, that any
-----------------
such Business Combination may be approved on the affirmative vote
required by law if:
(1) There are one or more Continuing Directors (as hereinafter
defined), and the Business Combination shall have been approved by
a majority of them; or
(2) All of the following conditions of clauses (a) and (b)
below have been met:
(a) The cash, or Fair Market Value (as hereinafter defined) of
the property, securities or other consideration to be received per
share by the shareholders of each class of stock of this
corporation in the Business Combination is not less than the
highest of:
(i) the highest per share price paid by the Substantial
Shareholder for the acquisition of any shares of such class,
with appropriate adjustments for stock splits, stock dividends
and like distributions; or
(ii) the Fair Market Value (as defined in Article VII B
(5) (a) below) of such share; or
(iii) the highest price then being offered for such share
in any other bona fide offer outstanding on the date the
Business Combination is approved by the board of directors.
(b) Subsequent to the Substantial Shareholder's becoming a
Substantial Shareholder, but prior to the consummation of the
Business Combination, (and except as otherwise approved by a
majority of the Continuing Directors):
(i) there shall have been no failure to declare and pay
on the regular date therefor any full quarterly dividends due
on the outstanding preferred stock and/or any preference stock
of this corporation; and
(ii) there shall have been: (A) no reduction in the
annual rate of dividends paid on the common stock of this
corporation (except as necessary to reflect any subdivision of
such common
36
<PAGE> 38
stock); and (B) no failure to increase such annual
rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of common stock
of this corporation.
B. Definitions
For purposes of this Article VII, the following terms shall have the
following respective meanings:
(1) The term "Affiliate" and the term "Associate" shall have the
respective meanings which were contained in the definitions thereof set forth
as of November 30, 1983 in Rule 12b-2 under the Exchange Act.
(2) The term "Business Combination" shall mean:
(a) any merger or consolidation of this corporation or any
subsidiary of this corporation with (i) any Substantial Shareholder or
(ii) any other corporation (whether or not itself a Substantial
Shareholder) which is, or after such merger or consolidation would be,
an Affiliate of a Substantial Shareholder, regardless of which entity
survives; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to, or
with, any Substantial Shareholder, of any assets of this corporation or
any subsidiary of this corporation, or both, which assets have an
aggregate fair market value of more than ten million dollars
($10,000,000); or
(c) the adoption of any plan or proposal for the liquidation or
dissolution of this corporation proposed by or on behalf of a
Substantial Shareholder; or
(d) any transaction involving this corporation or any of its
subsidiaries, including, without limitation, the issuance or transfer of
any securities of, any reclassification of securities of, or any
recapitalization of, this corporation or any of its subsidiaries, or any
merger or consolidation of this corporation with any of its subsidiaries
(whether or not involving a Substantial Shareholder), if the transaction
would have the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of this corporation (or any subsidiary) owned
directly or indirectly by a Substantial Shareholder.
(3) The term "Continuing Director" shall mean any member of the board of
directors of this corporation who is not an Affiliate or Associate of the
Substantial Shareholder, and who was a member of the board of directors prior
to the time that the Substantial Shareholder became a Substantial
Shareholder; and any successor of a Continuing Director, if the successor is
not an Affiliate or Associate of the Substantial Shareholder and is
recommended or elected to succeed a Continuing Director by a majority of
Continuing Directors.
(4) The term "Exchange Act" shall mean the Securities Exchange Act of
1934.
(5) The term "Fair Market Value" shall mean:
(a) in the case of stock, the highest closing sale price per share
of a share of such stock during the 30-day period immediately preceding
the approval of the Business Combination by the board of directors of
this corporation (such date of board of directors' approval being
hereinafter called the "Approval Date") as reported by any United States
securities exchange registered under the Exchange Act on which such
shares are listed, or, if such shares are not listed on any such
securities exchange, then the highest closing bid quotation for any of
such shares as reported during the aforesaid 30-day period on the
National Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or, if no such closing sales price or
bid quotation is reported, the fair market value, as determined on the
Approval Date by a majority of Continuing Directors; or
(b) in the case of property or securities other than cash or stock,
the fair market value of said property or securities on the Approval
Date, as determined by a majority of the Continuing Directors.
(6) The term "Substantial Shareholder" shall mean and include any
individual, corporation, partnership or other person or entity which,
together with its Affiliates and Associates is at any time the "Beneficial
37
<PAGE> 39
Owner" (as determined in accordance with the criteria set forth as of
November 30, 1983 under Rule 13d-3 under the Exchange Act) in the aggregate
of more than ten percent (10%) of the outstanding shares of this corporation,
entitled to vote in an election of directors; and any Affiliate or Associate
of any such individual, corporation, partnership or other person or entity.
C. Amendment
This Article VII may be amended only upon at least the higher of the
------
following affirmative votes of the outstanding shares of this corporation
entitled to vote at a regular or at a special meeting of shareholders called
for such purpose: (i) the affirmative vote of eighty percent (80%) of all
such outstanding shares; or (ii) the affirmative vote of a majority of all of
such outstanding shares which are not then owned directly or indirectly by a
Substantial Shareholder, plus the affirmative vote of all of such shares then
----
owned directly or indirectly by the Substantial Shareholder; provided,
--------
however, that this Article VII may be amended upon the affirmative vote of a
- -------
simple majority of such shares if: (1) there is not then a Substantial
Shareholder, and such amendment has been approved by a majority of the board
of directors; or (2) there is then a Substantial Shareholder, and such
amendment has been approved by a majority of the Continuing Directors."
<TABLE>
4. Of the 4,665,879 shares outstanding 4,363,025 of such shares were
entitled to vote on such amendment. The number of outstanding shares of any
class entitled to vote thereon as a class were as follows:
<CAPTION>
Number of
Outstanding
Class Shares
----- -----------
<S> <C>
Common 4,363,025
</TABLE>
<TABLE>
5. The number of shares voted for and against the amendment was as
follows:
<CAPTION>
No. Voted
Class No. Voted For Against
----- ------------ ---------
<S> <C> <C>
Common 3,220,016 149,795
</TABLE>
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its
President, Lee M. Liberman, has executed this instrument and its Secretary,
David L. Gardner, has affixed its corporate seal hereto and attested said
seal on the 26th day of January, 1984.
LACLEDE GAS COMPANY
(SEAL) By LEE M. LIBERMAN
President
---------
ATTEST
DAVID L. GARDNER
Secretary
---------
38
<PAGE> 40
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
I, Betty J. Richardson, a notary public, do hereby certify that on this
26th day of January, 1984, personally appeared before me Lee M. Liberman who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company, that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
(SEAL) BETTY J. RICHARDSON
Notary Public
-------------
My commission expires 4/11/85.
(Filed and Certificate issued January 26, 1984--James C. Kirkpatrick
Corporation Dept.
SECRETARY OF STATE)
39
<PAGE> 41
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is LACLEDE GAS COMPANY. The name
under which it was originally organized was THE LACLEDE GAS LIGHT COMPANY.
2. An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 22, 1987.
3. Article Number #VIII is amended to read as follows: (present
Article VIII being renumbered as Article IX):
RESOLVED FURTHER, that the Articles of Incorporation of Laclede Gas
Company are hereby amended to add the following new Article VIII, and to
renumber the present Article VIII thereof as Article IX:
"Article VIII
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 "Indemni-
fication 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 shall be disbursed at such times and upon such
procedures as this corporation shall determine. All such indemnifica-
tion 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 Indemnifica-
tion provided for under Section A or given or supplemented under this
Section C of this Article VIII shall survive elimination or modification
of this Article with respect to any such expenses incurred in connection
with claims arising out of acts or omissions occuring 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 VIII."
40
<PAGE> 42
<TABLE>
4. Of the 8,049,865 shares outstanding, 7,867,731 of such shares were
entitled to vote on such amendment. The number of outstanding shares of any
class entitled to vote thereon as a class were as follows:
<CAPTION>
Number of
Outstanding
Class Shares
----- -----------
<S> <C>
Common 7,867,731
</TABLE>
<TABLE>
5. The number of shares voted for and against the amendment was as
follows:
<CAPTION>
No. Voted
Class No. Voted For Against
----- ------------- ---------
<S> <C> <C>
Common 5,924,523 199,777
</TABLE>
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is: N/A. If the amendment changed the number of authorized
shares without par value, the authorized number of shares without par value
as changed and the consideration proposed to be received for such increased
authorized shares without par value as are to be presently issued are: N/A.
7. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected: N/A.
IN WITNESS WHEREOF, the undersigned, Laclede Gas Company by its
President, Lee M. Liberman, has executed this instrument and its Secretary,
David L. Gardner has affixed its corporate seal hereto and attested said seal
on the 22nd day of January, 1987.
LACLEDE GAS COMPANY
(SEAL) By: LEE M. LIBERMAN
President
---------
ATTEST:
DAVID L. GARDNER
Secretary
---------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Betty J. Richardson, a Notary Public, do hereby certify that on this
22nd day of January, 1987, personally appeared before me Lee M. Liberman who,
being by me first duly sworn, declared that he is the President of Laclede
Gas Company that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
(SEAL) BETTY J. RICHARDSON
Notary Public
-------------
My commission expires 4/11/89.
(Filed and Certificate issued January 22, 1987 - Roy D. Blunt
Corporate Dept.
SECRETARY OF STATE)
41
<PAGE> 43
LACLEDE GAS COMPANY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is LACLEDE GAS COMPANY. The name
under which it was originally organized was THE LACLEDE GAS LIGHT COMPANY.
2. An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 27, 1994, to be effective February 11,
1994.
3. Article Number III-A is amended effective as of the close of business
on February 11, 1994, as follows:
RESOLVED, that the first sentence (including the two parentheti-
cally numbered clauses of said first sentence) of Article III-A of the
Articles of Incorporation of Laclede Gas Company is hereby deleted in
its entirety, effective as of the close of business on February 11,
1994, and superseded effective on the same date, by the following first
sentence of said Article III-A;
"ARTICLE III-A
The aggregate number of shares which this corporation shall
have authority to issue is 51,480,000 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) 50,000,000 shares of common stock of the par value of
$1.00 per share; and
(2) 1,480,000 shares of preferred stock of the par value of
$25.00 per share."
42
<PAGE> 44
4. Of the 7,793,231 common shares outstanding, 7,793,231 of such shares
were entitled to vote on such amendment.
<TABLE>
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
<CAPTION>
Class Number of Outstanding Shares
----- ----------------------------
<S> <C>
Common Stock 7,793,231
</TABLE>
<TABLE>
5. The number of shares voted for and against the amendment was as
follows:
<CAPTION>
Class No. Voted For No. Voted Against Abstain
----- ------------- ----------------- -------
<S> <C> <C> <C>
Common Stock 6,070,166 51,151 71,864
</TABLE>
6. If the amendment changed the number or par value of authorized
shares having a par value, the amount in dollars of authorized shares having
a par value as changed is: $50,000,000 - 50 million authorized shares at
$1.00 par value.
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are: N/A
7. If the amendment provides for an exchange, reclassification, or
-----------------
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
(a) each share of this corporation's $2.00 per share par value common
stock, issued and outstanding or held in the treasury of this
corporation, is hereby reclassified, converted and changed into two (2)
fully paid and non-assessable shares of the common stock of this
corporation having a par value of $1.00 per share, said two (2) shares
to be evidenced respectively by the certificates referred to in
subclauses (c) and (d) below;
(b) the entire stated capital in respect to all of the issued shares of
this corporation's $2.00 per share par value common stock, shall remain
unchanged and shall continue to be allocated pro rata to all of the
issued shares of this corporation's common stock, having a par value of
$1.00 per share, then issued immediately following the effectiveness of
the Amendment (or to be issued to effectuate the reclassification of
shares and stock split-up referred to in subclause (a) above);
(c) each certificate formerly representing one or more shares of this
corporation's $2.00 per share par value common stock (a "Certificate")
will, without further action, represent the same number of shares of
this corporation's $1.00 per share par value common stock; and
(d) each holder of record of a Certificate as of the close of business
on the effective date of the Amendment and this corporation as holder of
the treasury shares certificates shall be entitled to receive, as soon
as practicable, and without surrender of the Certificate, an additional
----------
certificate, or additional certificates, representing that number of
----------
shares of common stock of this corporation, having a par value of $1.00
per share, equal to the number of shares of common stock represented by
the Certificate; and
43
<PAGE> 45
(e) appropriate corresponding adjustments shall be made regarding shares
of common stock registered in book entry form.
IN WITNESS WHEREOF, the undersigned, Robert C. Jaudes, President has
executed this instrument and its Secretary, Donald L. Godiner, has affixed
its corporate seal hereto and attested said seal on the 27th day of January,
1994.
LACLEDE GAS COMPANY
(Seal)
Attest: By ROBERT C. JAUDES
DONALD L. GODINER President
Secretary
State of Missouri )
) SS.
City of St. Louis )
I, PATRICIA P. HICKS, a Notary Public, do hereby certify that on this
27th day of January, 1994, personally appeared before me Robert C. Jaudes
who, being by me first duly sworn, declared that he is the President of
Laclede Gas Company that he signed the foregoing documents as President of
the corporation, and that the statements therein contained are true.
PATRICIA P. HICKS
(Notarial Seal) Notary Public
My commission expires June 27, 1994
44
<PAGE> 1
February 22, 1994
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Dear Sirs:
I am familiar with, and am rendering this opinion to you
with respect to, the Registration Statement on Form S-3 (the
"Registration Statement"), which Laclede Gas Company, a Missouri
corporation (hereinafter called the "Company"), proposes to file
with the Securities and Exchange Commission on or shortly after
the date hereof under the Securities Act of 1933, as amended,
regarding the registration of: (a) one million shares of the
Company's Common Stock ($1.00 per share par value) to be
available for issuance under the Company's Dividend
Reinvestment and Stock Purchase Plan, as amended (said dividend
reinvestment and stock purchase plan, as amended, being
hereinafter called the "Plan", and such Common Stock being
hereafter called the "Plan Common Stock"); and (b) one million
related Common Stock Purchase Rights to be attached to the Plan
Common Stock (the "Common Stock Purchase Rights"), which Common
Stock Purchase Rights are to be issued in accordance with the
terms of the Rights Agreement dated April 17, 1986 (the "Rights
Agreement").
In connection with this opinion, I, or attorneys under my
supervision, have examined such documents, legal opinions and
precedents, corporate and other records of the Company and
certificates of public officials and officers of the Company as
I have deemed necessary or appropriate to provide a basis for
the opinions set forth below. In this examination, I have
assumed the genuineness of all signatures, the authenticity of
all documents submitted as original documents and conformity to
original documents of all documents submitted as certified or
photostatic copies.
On the basis of the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is
validly existing as a corporation under the laws of the
State of Missouri.
<PAGE> 2
Laclede Gas Company
February 22, 1994
2
2. Upon the effectiveness of the Registration
Statement, the issuance and sale of the Plan Common Stock
in accordance with the terms of the Plan will have been
duly authorized by all necessary corporate action on the
part of the Company, and, upon such issuance, and following
receipt by the Company of the consideration required under
the Plan for the Plan Common Stock, the Plan Common Stock
will be validly issued, fully paid and non-assessable.
3. Upon the effectiveness of the Registration
Statement, the issuance of the Common Stock Purchase Rights
in accordance with the Rights Agreement will have been duly
authorized by all necessary corporate action on the part of
the Company, and the Common Stock Purchase Rights, upon the
issuance of the Plan Common Stock in accordance with the
Plan (following the Company's receipt of the consideration
for the Plan Common Stock required under the Plan), will be
legally issued and will be valid and binding obligations of
the Company.
I am a member of the Missouri Bar and, in rendering this
opinion, I am not holding myself out as an expert on the laws of
any other state.
I hereby consent to the filing of this opinion as an
exhibit to the aforesaid Registration Statement, and I also
consent to such references to me as may be made in the
Registration Statement, as it may be amended, and in the
prospectus relating to the Plan Common Stock and Common Stock
Purchase Rights.
Very truly yours,
Donald L. Godiner
DLG:ph
<PAGE> 1
Independent Auditors' Consent
We consent to the incorporation by reference in this
Registration Statement of Laclede Gas Company and its
subsidiaries on Form S-3 of our reports dated November 18,
1993, appearing in the Annual Report on Form 10-K of Laclede
Gas Company and its subsidiaries for the year ended September
30, 1993 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
February 22, 1994 Deloitte & Touche
<PAGE> 1
POWER OF ATTORNEY
Each of the undersigned does hereby appoint R. C. JAUDES,
R. J. CARROLL and D. L. GODINER, and each of them severally, his or her
true and lawful attorneys to execute in his or her name, place, and
stead (whether on behalf of Laclede Gas Company, a Missouri corporation,
or as an officer or director thereof, or by affixing or attesting the
seal of said Company, or otherwise) the registration statement on
Form S-3 to be filed with the Securities and Exchange Commission in
connection with the registration of up to and including: (i) one
million shares of Laclede Gas Company Common Stock having a par value of
$1.00 per share (following the effectuation of the two-for-one stock
split which was approved on January 27, 1994 by the shareholders of
Laclede Gas Company), for issuance under the Laclede Gas Company
Dividend Reinvestment Program, as amended and renamed the Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), which Plan was also
approved on January 27, 1994 by the shareholders of Laclede Gas Company;
and (ii) one million related Common Stock Purchase Rights ("Related
Rights") attached to the shares of Common Stock referred to in (i) above
and any and all amendments to the registration statement; and all
instruments necessary or advisable in connection therewith; to affix and
attest the seal of said Company thereon; and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have
power to act hereunder with or without the others.
A photostatic copy hereof shall have the same force and effect as
the original.
IN WITNESS WHEREOF, the undersigned have executed this instrument
this 27th day of January, 1994.
A. B. Craig, III Mary Ann Krey
- ---------------------------------- --------------------------------
A. B. CRAIG, III M.A. KREY
Henry Givens Jr. William E. Nasser
- --------------------------------- --------------------------------
DR. H. GIVENS, JR. W. E. NASSER
J. L. Hoagland B. F. Schenk
- ---------------------------------- --------------------------------
J. L. HOAGLAND B. F. SCHENK
C. R. Holman R. P. Stupp
- ---------------------------------- --------------------------------
C. R. HOLMAN R. P. STUPP
R. C. Jaudes H. E. Trusheim
- ---------------------------------- --------------------------------
R. C. JAUDES H. E. TRUSHEIM
R. J. Carroll
--------------------------------
R. J. CARROLL
