<PAGE> 1
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/ x / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended July 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-1822
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
<PAGE>
<PAGE> 2
Financial Statements and Exhibit
<TABLE>
<CAPTION>
Page No.
<C>
<S>
(a) Financial Statements
Table of Contents F-1
Independent Auditors' Report F-2
Statements of Net Assets Available for
Benefits as of July 31, 1993 and 1992 F-3
Statements of Changes in Net Assets
Available for Benefits for the Years
Ended July 31, 1993 and 1992 F-4
Notes to Financial Statements F-5 - F-9
Supplemental Schedule 1 - Schedule of
Assets Held for Investment Purposes
at July 31, 1993 F-10
Supplemental Schedule 5 - Schedule of
Reportable Transactions in Excess of
Five Percent of the Current Value of
Plan Assets for the Year Ended
July 31, 1993 F-11
(b) Exhibit
Consent of Independent Public Accountants
</TABLE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Laclede Gas Company
Wage Deferral Savings Plan
- --------------------------
(Registrant)
/ s / ROBERT J. CARROLL
- ------------------------------
Robert J. Carroll
Vice President - Finance
Date: January 14, 1994
<PAGE>
<PAGE> 3
Laclede Gas Company
Wage Deferral Savings Plan
Financial Statements for the Years Ended July 31, 1993 and 1992, Supplemental
Schedules for the Year Ended July 31, 1993 and Independent Auditors' Report
<PAGE>
<PAGE> 4
Laclede Gas Company
Wage Deferral Savings Plan
<TABLE>
<CAPTION>
Table of Contents Page
<C>
<S>
Independent Auditors' Report 1
Financial Statements as of July 31, 1993 and 1992 and for
the Years Then Ended:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Nets Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Supplemental Schedules as of July 31, 1993 and for the Year
Then Ended:
Schedule 1 - Schedule of Assets Held for Investment Purposes 9
Schedule 5 - Schedule of Reportable Transactions 10
</TABLE>
As to the other information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, Schedules 2, 3 and 4 are omitted because of the absence
of conditions under which they are required.
F-1<PAGE>
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
Laclede Gas Company
Wage Deferral Savings Plan:
We have audited the accompanying financial statements of Laclede Gas Company
Wage Deferral Savings Plan as of July 31, 1993 and 1992 and for the years then
ended, listed in the Table of Contents. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of July 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
- ---------------------
Deloitte & Touche
December 3, 1993
F-2<PAGE>
<PAGE> 6
Laclede Gas Company
Wage Deferral Savings Plan
Statements of Net Assets Available for Benefits
July 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
<C> <C>
<S>
CASH $ $ 4
----------- -----------
INVESTMENTS:
Laclede Gas Company Common Stock 15,658,976 10,169,203
Boatmen's Collective Employee Benefit Trust
Fund I 5,665,131 4,332,925
Boatmen's Collective Employee Benefit Trust
Fund Intermediate Plus 3,020,715 2,173,021
Boatmen's Collective Employee Benefit Trust
Fund S 4,282,485 4,181,303
Loans to Participants 1,769,040 1,245,219
----------- -----------
Total Investments 30,396,347 22,101,671
----------- -----------
ACCOUNTS RECEIVABLE:
Employee Contributions 71,853 59,963
Employer Contributions 22,162 18,800
----------- ----------
Total Receivables 94,015 78,763
----------- ----------
ACCRUED INCOME 12,540 169,596
----------- -----------
TOTAL ASSETS 30,502,902 22,350,034
----------- -----------
PENDING PURCHASE PAYABLE (134,623) (82,245)
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $30,368,279 $22,267,789
=========== ===========
See notes to financial statements.
</TABLE>
F-3<PAGE>
<PAGE> 7
Laclede Gas Company
Wage Deferral Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended July 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
<C> <C>
<S>
CONTRIBUTIONS:
Employee $ 3,335,201 $ 2,775,667
Employer 1,049,523 651,027
----------- -----------
4,384,724 3,426,694
----------- -----------
TRANSFERS:
From other funds 569,929 1,259,956
From other plans 21,744 46,777
----------- -----------
591,673 1,306,733
----------- -----------
INVESTMENT INCOME:
Interest 291,232 220,957
Dividends 718,644 562,871
Other income 5,160
Net appreciation in fair value of investments 3,568,271 1,711,072
----------- -----------
4,578,147 2,500,060
----------- -----------
ADJUSTMENT TO RECORD LOANS TO PARTICIPANTS 1,036,600
----------- -----------
TOTAL ADDITIONS 9,554,544 8,270,087
----------- -----------
TRANSFERS:
To other funds 569,929 1,259,956
To other plans 137,086 224,358
----------- -----------
707,015 1,484,314
----------- -----------
DISTRIBUTIONS TO PARTICIPANTS 747,039 636,198
----------- -----------
TOTAL DEDUCTIONS 1,454,054 2,120,512
----------- -----------
NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 8,100,490 6,149,575
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 22,267,789 16,118,214
----------- -----------
END OF YEAR $30,368,279 $22,267,789
=========== ===========
See notes to financial statements.
</TABLE>
F-4
<PAGE>
<PAGE> 8
Laclede Gas Company
Wage Deferral Savings Plan
Notes to Financial Statements
Years Ended July 31, 1993 and 1992
1. Summary of Significant Accounting Policies
The accompanying financial statements of the Laclede Gas Company Wage Deferral
Savings Plan (the "Plan") have been prepared on the accrual basis.
The Plan's investments are stated at the market value of the underlying
assets, which are determined by quoted market prices. Realized gains or
losses on security transactions are determined using the average cost method.
2. Information Regarding the Plan
The following description pertains to the Plan as in effect during the years
ended July 31, 1993 and 1992.
To be eligible to participate in the Plan, an employee must be a member of a
collective bargaining unit, complete one year of service and attain the age of
21 or over.
The cost of Plan administration is paid by Laclede Gas Company (the
"Company").
The Plan provides for voluntary employee contributions expressed as a
percentage of compensation in one-tenth increments (minimum of 0.9%) or in
dollar or half-dollar amounts (minimum $5.00), up to 12% of the participant's
compensation. Effective May 1, 1992, employee contributions up to 5.0% of a
participant's compensation are matched one-half by the Company; prior to that
date, employee contributions up to 4.5% of compensation received a one-third
match. Total contributions may not exceed the limitations on deferrals under
Section 402 of the Internal Revenue Code (as such limitation is or may be
adjusted by Section 415(d)) for an individual's taxable year.
F-5
<PAGE>
<PAGE> 9
Employees may change the amount of their contribution periodically. All
contributions are immediately 100% vested.
Contributions to the Plan are invested in one or more of four investment funds
at the option of the employee. A minimum of 25% of the employee's
contribution must be directed into each fund utilized.
Participants are able to obtain loans of defined amounts from their accounts,
subject to approval by the Plan Administrator.
Distributions are generally made to participants upon retirement, termination
of employment, death, or total and permanent disability. Participants aged
59-1/2 years or older may elect a distribution of their entire account.
Distributions ordinarily are made in single lump-sum cash payments; however,
participants in the Laclede Gas Company Stock Fund may elect to receive their
distribution in the form of shares, with the value of fractional shares
distributed in cash. Active employees who suffer a financial hardship and
cannot obtain funds from other resources, including a loan from the Plan, may
apply for a hardship withdrawal. Hardship withdrawals are subject to approval
by the Plan Administrator and are limited to the employees' elective
deferrals, plus related earnings as of December 31, 1988, less amounts
previously distributed due to hardship.
Additional information regarding the various funds as of July 31, 1993 and
1992 is presented below:
Laclede Gas Company Stock Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 114,256 units (cost and market value - $114,256)
1992 - 176,920 units (cost and market value - $176,920)
(b) Laclede Gas Company Common Stock
1993 - 327,936.675 shares (cost - $11,402,039, market value -
$15,658,976)
1992 - 264,995.525 shares (cost - $8,567,595, market value - $10,169,203)
F-6<PAGE>
<PAGE> 10
Net Appreciation in Fair Value of Investments:
<TABLE>
<CAPTION>
1993 1992
<C> <C>
<S>
Change in Unrealized Appreciation $2,780,347 $ 994,760
Realized Gain/(Loss) on Sale 67,259 10,959
---------- ----------
Net Appreciation of Investments $2,847,606 $1,005,719
========== ==========
</TABLE>
Number of Participants:
1993 - 1,174
1992 - 1,245
Equity Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 126,158 units (cost and market value - $126,158)
1992 - 138,847 units (cost and market value - $138,847)
(b) Boatmen's Collective Employee Benefit Trust Fund I
1993 - 67,217 units (cost - $4,272,991, market value - $5,665,131)
1992 - 55,879 units (cost - $3,355,306, market value - $4,332,925)
Net Appreciation in Fair Value of Investments:
<TABLE>
<CAPTION>
1993 1992
<C> <C>
<S>
Change in Unrealized Appreciation $ 414,521 $ 427,306
Realized Gain/(Loss) on Sale - -
---------- ----------
Net Appreciation of Investments $ 414,521 $ 427,306
========== ==========
</TABLE>
Number of Participants:
1993 - 801
1992 - 775
F-7<PAGE>
<PAGE> 11
Fixed Income Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 54,617 units (cost and market value - $54,617)
1992 - 46,459 units (cost and market value - $46,459)
(b) Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus
1993 - 292,207 units (cost - $2,294,823, market value - $3,020,715)
1992 - 4,846 units (cost - $1,748,215, market value - $2,173,021)
Net Appreciation in Fair Value of Investments:
<TABLE>
<CAPTION>
1993 1992
<C> <C>
<S>
Change in Unrealized Appreciation $ 305,929 $ 274,426
Realized Gain/(Loss) on Sale 215 3,621
---------- ----------
Net Appreciation of Investments $ 306,144 $ 278,047
========== ==========
</TABLE>
Number of Participants:
1993 - 503
1992 - 491
Money Market Fund:
Investments:
Boatmen's Collective Employee Benefit Trust Fund S
1993 - 3,987,454 units (cost and market value - $3,987,454)
1992 - 3,819,077 units (cost and market value - $3,819,077)
Net Appreciation in Fair Value of Investments:
Money market funds do not experience unrealized appreciation or
depreciation, realized gains or realized losses.
F-8<PAGE>
<PAGE> 12
Number of Participants:
1993 - 630
1992 - 669
The foregoing description is provided for informational purposes only and in
case of conflict or discrepancy with the Plan text, the text governs.
3. Distributions Payable
As of July 31, 1993, distributions payable to Plan participants amounted to
$87,219.
4. Tax Status
The Plan qualifies as a cash or deferred arrangement under Section 401(k) of
the Internal Revenue Code. The Company has received a determination letter
from the Internal Revenue Service that the Plan qualifies as a tax-exempt
plan, subject to periodic review of the Plan provisions. As such, the Plan
will not be subject to tax under income tax laws, and contributions and
earnings will not be taxable to participants until such amounts are withdrawn
or received in a distribution.
F-9<PAGE>
<PAGE> 13
Laclede Gas Company
Wage Deferral Savings Plan
Supplemental Schedule 1
Schedule of Assets Held for Investment Purposes at July 31, 1993
<TABLE>
<CAPTION>
(a) (b)(c) (d) (e)
Description Cost Current Value
<C> <C>
<S>
Laclede Gas Company Stock Fund:
114,256 units of Boatmen's Collective
Employee Benefit Trust Fund S $ 114,256 $ 114,256
327,936.675 Shares of Laclede
Gas Company Common Stock 11,402,039 15,658,976
Equity Fund:
126,158 units of Boatmen's Collective
Employee Benefit Trust Fund S 126,158 126,158
67,217 units of Boatmen's Collective
Employee Benefit Trust Fund I 4,272,991 5,665,131
Fixed Income Fund:
54,617 units of Boatmen's Collective
Employee Benefit Trust Fund S 54,617 54,617
292,207 units of Boatmen's Collective
Employee Benefit Trust Fund
Intermediate Plus 2,294,823 3,020,715
Money Market Fund:
3,987,454 units of Boatmen's
Collective Employee Benefit
Trust Fund S 3,987,454 3,987,454
Loans to Participants 1,769,040
7.00% - 12.00%
</TABLE>
F-10
<PAGE>
<PAGE> 14
Laclede Gas Company
Wage Deferral Savings Plan
Supplemental Schedule 5
Schedule of Reportable Transactions - Year Ended July 31, 1993
<TABLE>
<CAPTION>
(e)(f)
(a)(b) (c) (d) (g)(h) (i)
......AGGREGATE....... REALIZED
NO. OF NO. OF $ VALUE $ VALUE GAIN
DESCRIPTION OF ASSET PURCHASES SALES OF PURCHASES OF SALES ON SALE
- -------------------- --------- ------ ------------ --------- ------ ---------
<C> <C> <C> <C> <C> <C>
<S>
Laclede Gas Company
Common Stock 71 23 3,723,272 997,663 67,259
Boatmen's Collective
Employee Benefit
Trust Fund S 311 214 6,392,581 6,291,399
</TABLE>
F-11
<PAGE>
<PAGE> 15
Exhibit to Form 11-K (Wage Deferral Savings Plan)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
38414 on Form S-8 of our report dated December 3, 1993, appearing in the
Annual Report on Form 11-K of Laclede Gas Company Wage Deferral Savings Plan
for the year ended July 31, 1993.
/s/ DELOITTE AND TOUCHE
- ------------------------
Deloitte and Touche
January 13, 1994
