<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
LACLEDE GAS COMPANY
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
LACLEDE GAS COMPANY
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:<F1>
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4) Proposed maximum aggregate value of transaction:
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[FN]
<F1>Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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<PAGE> 2
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------
The Annual Meeting of Stockholders of Laclede Gas Company will be
held at Marriott's Pavilion Hotel, One Broadway, St. Louis, Missouri,
beginning at 10:00 a.m., Central Standard Time, on Thursday, January
26, 1995, for the following purposes:
1. To elect three Directors, each to serve for a term of three years
and until the respective successor shall be duly elected and
qualified (see Proposal 1 on page 3).
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche as the firm of independent public accountants to audit the
accounts of the Company for the fiscal year ending September 30,
1995 (see Proposal 2 on page 18).
3. To transact such other business as may properly come before said
meeting, or any adjournment or adjournments thereof.
By order of the Board of Directors,
DONALD L. GODINER,
Secretary.
St. Louis, Missouri
December 27, 1994
IMPORTANT
We hope you will attend the Annual Meeting. If you are unable to be
present, please sign, date and return the enclosed proxy as soon as
possible. A return envelope, which does not require postage if mailed
in the United States, is enclosed for your convenience.
Stockholders representing a majority of Common Stock issued and
outstanding must be present or represented by proxy in order to
constitute a quorum. To ensure the presence of a quorum at this
meeting, an early return of your proxy is solicited by the Board of
Directors.
<PAGE> 3
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
-----------------
PROXY STATEMENT
This statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Laclede Gas Company (hereinafter
called the Company) to be used at the Annual Meeting of Stockholders of
the Company to be held on January 26, 1995, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. The
Company's Annual Report for 1994, including financial statements, has
been mailed to stockholders. The Company's proxy statement and form of
proxy are being mailed to stockholders beginning on approximately
December 27, 1994. Execution of the enclosed proxy given in response to
this solicitation will not affect a stockholder's right to attend the
meeting and to vote in person. Presence at the meeting of a stockholder
who has signed a proxy does not in itself revoke a proxy. Any
stockholder giving a proxy may revoke it any time before it is
exercised by giving notice thereof to the Company in writing or in open
meeting. Unless so revoked, the shares represented thereby will be
voted in accordance with the specifications thereon.
The Company has authorized 50 million shares of $1.00 Par Value
Common Stock and on October 31, 1994, there were outstanding 15,708,850
shares. Only holders of Common Stock at the close of business on
December 12, 1994, are entitled to notice of, and to vote at, the
meeting. Generally, each share of Common Stock represents one vote; but
in the election of Directors, stockholders have cumulative voting
rights. If cumulative voting rights are exercised by any stockholder,
he or she shall have the right to cast as many votes in the aggregate
as shall equal the number of Common Stock shares so held by him or her
in the Company, multiplied by the number of Directors to be elected.
Each stockholder may cast the whole number of votes, either in person
or by proxy, for one nominee, or distribute them among two or more
nominees. To exercise cumulative voting rights, please indicate
appropriate instructions on the face of the proxy. Unless directions on
cumulative voting are specified in the proxy, the persons named in the
form of proxy reserve the right to vote each proxy cumulatively and for
the election of less than all the nominees, but they do not presently
intend to do so unless candidates other than those named herein for
Directors are duly proposed at the meeting other than by management of
the Company.
Stockholders representing a majority of the Common Stock issued and
outstanding must be present or represented by proxy to constitute a
quorum. With regard to the election of Directors, since three Directors
are to be elected, the three nominees receiving the greatest
2
<PAGE> 4
number of affirmative votes will be deemed elected; therefore, shares
represented by proxies which are marked "WITHHOLD AUTHORITY" will have
no effect. If a stockholder excepts from the proxy one or more Director
nominees, all votes represented by the shares held by such stockholder
shall, unless otherwise specifically stated, be allocated as evenly as
possible for and among the remaining nominees. With regard to Proposal
2, or any other matters properly brought before this meeting, approval
requires the affirmative vote of a majority of the shares entitled to
vote and represented in person or by proxy at this meeting (unless a
greater affirmative vote is required by the Company's Articles of
Incorporation or by state law). Shares represented by proxies which are
marked "ABSTAIN" or which deny discretionary authority on any other
matters will be counted as shares present for purposes of determining
quorum; such shares will also be treated as shares present and entitled
to vote on Proposal 2 and any such other matters, which will have the
same effect as a vote against Proposal 2 and any such other matters.
Proxies relating to "street name" shares which are not voted by brokers
on one or more, but less than all, matters will be considered present
at the Annual Meeting for purposes of determining quorum, but will not
be treated as shares represented at the meeting as to such matter(s)
not voted on, and therefore will not have the effect of either an
affirmative or negative vote, except where the vote of the holders of a
majority of outstanding Common Stock is required.
When a stockholder participates in the Company's Dividend
Reinvestment and Stock Purchase Plan, the proxy to vote shares
registered in the stockholder's own name will include those shares held
for the stockholder in the Dividend Reinvestment and Stock Purchase
Plan. If the stockholder does not send any proxy to vote the shares
registered in his or her own name, the shares held for the stockholder
in the Dividend Reinvestment and Stock Purchase Plan will, unless such
stockholder attends the meeting in person, not be voted or counted for
the purpose of determining a quorum.
STOCKHOLDERS' PROPOSALS
Stockholders' proposals to be considered for inclusion in the
Company's proxy statement must be submitted on a timely basis.
Proposals for the 1996 Annual Stockholders' Meeting must be received by
the Company no later than August 28, 1995. Any such proposals, as well
as any questions related thereto, should be directed to the Secretary
of the Company.
PROPOSAL 1. ELECTION OF DIRECTORS
It is the intention of the persons named in the enclosed form of
proxy to vote such proxy FOR the election of the three nominees listed
below for Directors for terms expiring in 1998. If any nominee becomes
unavailable for any reason before the meeting (which is not
anticipated), the proxies will be voted for a person to be selected by
the Board of Directors of the Company.
3
<PAGE> 5
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following information with respect to principal occupation or
employment for the past five years, name and principal business of the
corporation or other organization in which such occupation or
employment is carried on, and in regard to other affiliations, and to
beneficial ownership of securities at October 31, 1994, has been
furnished to the Company by the respective nominees and Directors
continuing in office. Mr. James L. Hoagland will not stand for
reelection this year since he is retiring from the Board of Directors,
such retirement to be effective following the Annual Meeting. As a
consequence of Mr. Hoagland's retirement as a Director, the number of
Directors has been reduced, by amendment to the Company's By-laws, from
ten to nine effective January 26, 1995. Messrs. H. Givens, Jr. and
H. Edwin Trusheim and Ms. Krey, the three other Directors whose terms
will expire on January 26, 1995, will stand for reelection.
NOMINEES FOR NEW TERM (TO EXPIRE AT ANNUAL MEETING, 1998):
DR. HENRY GIVENS, JR., 61, has been President of Harris-Stowe State
College for the last 15 years. He is a Director of Mark Twain
Bancshares, Inc.
Year first elected a Director: 1992
MARY ANN KREY, 47, has been Chairman and Chief Executive Officer of
Krey Distributing Co., an Anheuser-Busch wholesaler, since December
1986. She is a Director of Commerce Bank of St. Louis and CPI
Corporation.
Year first elected a Director: 1992
H. EDWIN TRUSHEIM, 67, was Chairman of the Board of Directors and Chief
Executive Officer of General American Life Insurance Company, a
mutually owned company serving both individuals and groups with life
and health insurance as well as pension plans and pension
administrative services, from January 1986 to May 15, 1992, at which
time he relinquished the title of Chief Executive Officer. Between
January 1986, and May 1988, Mr. Trusheim also served as President of
General American Life Insurance Company. Between May 1981, and January
1986, he served as its President and Chief Executive Officer. He is a
Director of Angelica Corporation, General American Life Insurance
Company, Venture Stores, Inc., GenCare Health Systems, Inc., RehabCare
Corporation, and Reinsurance Group of America.
Year first elected a Director: 1986
YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE FOREGOING NOMINEES
EACH BE ELECTED FOR A THREE-YEAR TERM EXPIRING IN 1998 AND UNTIL
THE RESPECTIVE SUCCESSOR SHALL BE DULY ELECTED AND QUALIFIED.
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<PAGE> 6
TERM EXPIRING AT ANNUAL MEETING, 1996:
ROBERT C. JAUDES, 60, has been Chairman of the Board, President and
Chief Executive Officer since January 27, 1994 and prior to that served
as President and Chief Executive Officer of Laclede Gas Company since
August 1, 1991. From October 1, 1990, to August 1, 1991, he served as
President. From July 1, 1989, through September 30, 1990, Mr. Jaudes
served as Executive Vice President-Operations and Marketing of the
Company. Prior to that time he served as Executive Vice
President-Finance from January 23, 1986. He is a Director of The
Boatmen's National Bank of St. Louis.
Year first elected a Director: 1983<Fa>
BOYD F. SCHENK, 72, has been President of The Boyd Group, Inc., an
investment consulting company, since January 1, 1989 and Chairman of
the Board of ABC Laboratories, Inc., an environmental testing
laboratory and manufacturer of laboratory instruments, since July 25,
1992. Prior to that time he served as Vice Chairman of Whitman
Corporation (formerly IC Industries, Inc.), a holding company involved
in consumer and commercial products, since November 15, 1985. Until
July 1988, he was also Chairman of Pet Incorporated, a subsidiary of IC
Industries, Inc., and a processor and marketer of food products and
other consumer goods, and had served as Chief Executive Officer of Pet
Incorporated until February 1985.
Year first elected a Director: 1972
ROBERT P. STUPP, 64, is, and since December 31, 1990, has been, the
President of Stupp Bros., Inc. which has three operating divisions
which were established on December 31, 1990: Stupp Bros. Bridge & Iron
Co. of St. Louis, Missouri, fabricator of iron and steel; Stupp
Corporation of Baton Rouge, Louisiana, a steel pipe manufacturer; and
Builders Engineering Company of St. Louis, Missouri. Mr. Stupp
currently serves in senior executive positions in these operating
divisions. From December 14, 1989 through December 31, 1990, Mr. Stupp
served as President of Stupp Bros. Bridge & Iron Co., which was then a
corporation; from 1980 to December 14, 1989, Mr. Stupp served as
Executive Vice President of Stupp Bros. Bridge & Iron Co.; and he also
served from 1980 to December 31, 1990 as Senior Vice President of Stupp
Corporation, which also then was a corporation. He is a Director of
Stupp Bros., Inc.
Year first elected a Director: 1990
[FN]
- -----
<Fa>"Control Person"-defined as one who, other than solely as a
Director of Laclede Gas Company, possesses the power to direct the
management and policies of Laclede Gas Company.
5
<PAGE> 7
TERM EXPIRING AT ANNUAL MEETING, 1997:
ANDREW B. CRAIG, III, 63, is Chairman of the Board and Chief Executive
Officer of Boatmen's Bancshares, Inc. He has been Chairman since 1989,
Chief Executive Officer since 1988 and was President from 1985 to 1994.
He was Chairman of the Board of The Boatmen's National Bank of
St. Louis from 1985 until January 1992. In addition to being a Director
of Boatmen's Bancshares, Inc., he is a Director of Petrolite
Corporation and Anheuser-Busch Companies, Inc.
Year first elected a Director: 1994
C. RAY HOLMAN, 52, is Chairman of the Board, President and Chief
Executive Officer of Mallinckrodt Group Inc. (formerly IMCERA Group
Inc.). He has been Chairman since October 1994 and President and Chief
Executive Officer since December 1992. He served both as Corporate Vice
President of Mallinckrodt Group Inc. from 1990 and President and Chief
Executive Officer of Mallinckrodt Medical, Inc., a subsidiary of
Mallinckrodt Group Inc., from 1989 to December 1992; and Group Vice
President for Medical Products from 1985 to 1989.
Year first elected a Director: 1994
WILLIAM E. NASSER, 55, was elected Chairman of the Board and Chief
Executive Officer of Petrolite Corporation in February 1992. He has
served as President of Petrolite Corporation since June 1988. He has
been with Petrolite Corporation since 1962, serving previously as Vice
President and General Manager of Petrolite's Polymers Division. In
addition to being a Director of Petrolite Corporation, he is a Director
of The Boatmen's National Bank of St. Louis and Energy BioSystems
Corporation.
Year first elected a Director: 1994
The standing committees of the Board of Directors for the fiscal year
ended September 30, 1994, included the Audit Committee, the
Compensation Committee and the Nominating Committee.
The Audit Committee, comprised of six members, now consisting of:
Messrs. Craig, Givens, Hoagland, Holman, Schenk, and Trusheim,
Chairman, met three times during the 1994 fiscal year. It is the duty
of the Committee to recommend to the Board independent auditors to
perform audit and non-audit services, review the scope and results of
such services, review with management and the independent auditors any
recommendations of the auditors regarding changes and improvements in
the Company's accounting procedures and controls and management's
response thereto, and report to the Board after each Audit Committee
meeting.
6
<PAGE> 8
The Compensation Committee, comprised of four members, now consisting
of: Messrs. Hoagland, Stupp, Trusheim, and Schenk, Chairman, met two
times during the 1994 fiscal year. It is the duty of the Committee to
review and recommend to the Board the salaries and all other forms of
compensation of the Company's Officers.
The Nominating Committee, comprised of five members, now consisting
of: Messrs. Hoagland, Schenk, Stupp, Trusheim, and Jaudes, Chairman,
did not meet during the 1994 fiscal year. It is the duty of the
Nominating Committee to recommend new Director nominees to the Board of
Directors. Stockholders may recommend Director nominees to the
Committee in writing, giving pertinent background information and such
person will be given the same consideration as any other person
reviewed as a possible nominee.
During the 1994 fiscal year, there were 13 meetings of the Board of
Directors. All Directors attended 75% or more of the aggregate number
of meetings of the Board and applicable committee meetings, except for
Mr. Craig who attended 72.7% of such meetings.
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth the beneficial ownership of the
Company's Common Stock by (i) Stupp Bros., Inc., the only person or
entity who as of October 31, 1994, is known to be the beneficial owner
of 5% or more of the Company's Common Stock, (ii) each of the Directors
and Director nominees, (iii) each of the Company's Executive Officers
listed in the Summary Compensation Table, and (iv) all Directors,
Director nominees, and Executive Officers as a group.
7
<PAGE> 9
<TABLE>
AMOUNT AND NATURE OF OWNERSHIP
<CAPTION>
SOLE VOTING SHARED VOTING
AND/OR AND/OR
NAME OF INVESTMENT INVESTMENT PERCENT
BENEFICIAL OWNER POWER POWER TOTAL OF CLASS
---------------- ----------- ------------ ----- --------
<S> <C> <C> <C> <C>
R. J. Carroll....................................... -0- -0- -0- -0-
A. B. Craig, III.................................... 1,800<F1> -0- 1,800 <F*>
H. Elliott, Jr. .................................... 4,390 -0- 4,390 <F*>
H. Givens, Jr. ..................................... 1,200<F1> -0- 1,200 <F*>
D. L. Godiner....................................... 921 -0- 921 <F*>
J. L. Hoagland...................................... 3,300 -0- 3,300 <F*>
C. R. Holman........................................ 1,800<F1> -0- 1,800 <F*>
R. C. Jaudes........................................ 5,664 -0- 5,664 <F*>
M. A. Krey.......................................... 2,200<F1> -0- 2,200 <F*>
W. E. Nasser........................................ 800<F1> -0- 800 <F*>
B. F. Schenk........................................ 5,800 -0- 5,800 <F*>
R. P. Stupp......................................... 2,232<F1><F2> -0- 2,232 <F*>
H. E. Trusheim...................................... 2,274<F1> -0- 2,274 <F*>
D. H. Yaeger........................................ 927 -0- 927 <F*>
Stupp Bros., Inc. .................................. 1,155,000<F3> -0- 1,155,000 7.35%
All Directors, Director Nominees and
Executive Officers as a Group...................... 40,648<F4> <F*>
<FN>
- -----
<F1>Includes restricted, nonvested shares granted under the Restricted
Stock Plan for Non-Employee Directors, as described in more detail
on page 18.
<F2>Does not include the shares owned by Stupp Bros., Inc., which are
set forth separately in the table and of which shares Mr. Stupp is
a beneficial owner with shared voting and investment power.
<F3>Mr. Stupp is a Director and Executive Officer of Stupp Bros., Inc.
and has a one-third interest in a voting trust which controls 100%
of the stock of Stupp Bros., Inc.
<F4>This amount does not include the shares owned by Stupp Bros., Inc.
<F*>Less than one percent.
</TABLE>
8
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Set forth below is certain information as to amounts paid, earned or
awarded by the Company for the fiscal year ended September 30, 1994,
and for the immediately preceding two fiscal years for services in all
capacities by the Chief Executive Officer and the four other most
highly compensated Executive Officers.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION
----------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION<F1> YEAR SALARY COMPENSATION<F2> COMPENSATION<F3>
---------------------- ---- ------ --------------- ----------------
<S> <C> <C> <C> <C>
R. C. Jaudes 1994 $429,714 $121,480 $12,423
Chairman of the Board, 1993 $398,238 $121,160 $10,071
President and CEO 1992 $369,377 $105,600 $ 6,299
H. Elliott, Jr. 1994 $164,411 $ 31,720 $ 6,668
Senior Vice President- 1993 $157,885 $ 31,590 $ 6,683
Administrative Services 1992 $150,882 $ 31,200 $ 4,746
D. H. Yaeger 1994 $175,179 - $ 4,245
Senior Vice President-Operations, 1993 $162,560 - $ 4,115
Gas Supply and Technical Services 1992 $146,024 - $ 2,477
D. L. Godiner 1994 $159,089 - $ 6,162
Senior Vice President, General 1993 $151,885 - $ 5,731
Counsel and Secretary 1992 $145,190 - $ 4,434
R. J. Carroll 1994 $146,786 - $ 4,058
Senior Vice President-Finance and 1993 $135,119 - $ 3,770
Chief Financial Officer 1992 $103,587 - $ 2,204
<FN>
- -----
<F1>Over the period of the Company's last three fiscal years, the
following named Executive Officers have been promoted and assigned
increases in their responsibilities: on January 23, 1992, Mr.
Elliott was promoted from Vice President-Administrative Services to
Senior Vice President-Administrative Services, and Mr. Carroll was
promoted from Vice President and Controller to Vice President-
Finance and Chief Financial Officer; on August 27, 1992, Mr. Yaeger
was promoted from Vice President-Planning to Vice President-
Operations, Gas Supply and Technical Services; and on January 27,
1994, Mr. Carroll and Mr. Yaeger were promoted to Senior Vice
President-Finance and Chief Financial Officer and Senior Vice
President-Operations, Gas Supply and Technical Services,
respectively. In addition, on January 27, 1994, Mr. Jaudes was
elected Chairman of the Board.
<F2>The amounts in this column reflect dividend equivalents paid under
the Incentive Compensation Plan to the named Executive Officer
during the three most recent fiscal
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<PAGE> 11
years together, in the case of Mr. Jaudes, with Mr. Jaudes' Board
of Directors' and Board committee fees for those three years. For a
more detailed discussion of the Incentive Compensation Plan, see
the Long-Term Incentive Plan Table and discussion thereof on this
page.
<F3>For 1994 this column includes (a) above-market interest on
deferrals under the Company's Deferred Income Plan described on
page 13 (Mr. Jaudes, $4,676; Mr. Elliott, Jr., $1,948; Mr. Yaeger,
$-0-; Mr. Godiner, $2,323; and Mr. Carroll, $342), and (b) above-
market interest on deferrals under the Company's Deferred Income
Plan II described on page 13 (Mr. Jaudes, $1,851; Mr. Elliott, Jr.,
$741; Mr. Yaeger, $94; Mr. Godiner, $604; and Mr. Carroll, $36);
and (c) Company matching contributions under the Company's Salary
Deferral Savings Plan which was established under Section 401(k) of
the Internal Revenue Code (Mr. Jaudes, $5,896; Mr. Elliott, Jr.,
$3,979; Mr. Yaeger, $4,151; Mr. Godiner, $3,235; and Mr. Carroll,
$3,680).
</TABLE>
INCENTIVE COMPENSATION PLAN
The Company has an Incentive Compensation Plan, which is considered a
type of long-term incentive plan under the proxy disclosure rules of
the Securities and Exchange Commission. Share Units are awarded from
time to time under the Company's Incentive Compensation Plan. Dividend
equivalents (equal to the cash dividend paid on each share of the
Company's Common Stock) are paid on each of the Share Units to the
recipient until his death, and thereafter to a surviving spouse, if
any, for life. The amount of dividend equivalents paid to any named
Executive during the last fiscal year is disclosed in the "Other Annual
Compensation" column in the Summary Compensation Table.
Each year, the Company credits or debits an amount (Deferred
Compensation Amount) to each Share Unit outstanding at the end of a
fiscal year equal, subject to certain adjustments, to the per common
share net increase or decrease in Consolidated Retained Earnings for
that fiscal year. The aggregate of annual Deferred Compensation Amounts
are payable in ten equal annual installments to the recipient or, if he
is no longer living, his designated beneficiaries or estate beginning
on the fifth month following the month in which the earlier of the
following occurs: retirement, death, disability or the recipient's
election to terminate employment with the Company following a hostile
change in control (as defined in the Plan). No Deferred Compensation
Amounts accrue on Share Units held by a recipient after the fiscal year
in which his employment has terminated due to retirement, disability,
death or the recipient's election to terminate following a hostile
change in control. Furthermore, if a participant's employment with the
Company ceases other than by reason of retirement, disability, death or
termination of employment following a hostile change in control, then
all Share Units are forfeited and all rights to Deferred Compensation
Amounts and dividend equivalents on
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<PAGE> 12
account of such Share Units lapse. During the fiscal year ended
September 30, 1994, $.20 was credited on account of each Share Unit.
Interest accrues on the Deferred Compensation Amounts only after the
date of retirement, disability, death or election of recipient to
terminate employment following a hostile change in control.
No Share Units were awarded under this Plan during the last fiscal
year.
PENSION PLAN
The table below shows estimated annual benefits payable at normal
retirement date under the Employees' Retirement Plan of Laclede Gas
Company-Management Employees and the Laclede Gas Company Supplemental
Retirement Benefit Plan.
<TABLE>
PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
<CAPTION>
AVERAGE YEARS OF SERVICE
FINAL -----------------------------------------------------------------------------------------
COMPENSATION<F1> 15 20 25 30 35 40
---------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 75,000................. $ 21,406 $ 28,541 $ 35,677 $ 42,812 $ 49,947 $ 57,082
100,000................. 28,918 38,558 48,197 57,836 67,476 77,115
125,000................. 36,793 49,058 61,322 73,586 85,851 98,115
150,000................. 44,668 59,558 74,447 89,336 104,226 119,115
200,000................. 60,418 80,558 100,697 120,836 140,976 161,115
250,000................. 76,168 101,558 126,947 152,336 177,726 203,115
300,000................. 91,918 122,558 153,197 183,836 214,476 245,115
350,000................. 107,668 143,558 179,447 215,336 251,226 287,115
400,000................. 123,418 164,558 205,697 246,836 287,976 329,115
450,000................. 139,168 185,558 231,947 278,336 324,726 371,115
500,000................. 154,918 206,558 258,197 309,836 361,476 413,115
- -----
<F1>"Average Final Compensation" is the higher of: (a) the annual
average of the highest 36 consecutive calendar months' compensation
for the participant's last 120 months of service; or (b) the annual
average of the highest three consecutive calendar years'
compensation for the participant's last ten calendar Years of
Service. Compensation used for pension formula purposes is the type
of compensation included as "Salary" in the Summary Compensation
Table.
</TABLE>
11
<PAGE> 13
Benefits shown in the table (the calculation of which, in some cases,
takes into account the portion of Average Final Compensation in excess
of Social Security covered compensation, and, in other cases, is
calculated after the deduction of Social Security offset amounts)
assume retirement at age 65, the Years of Service shown, continued
existence of the current plans without substantial change and payment
in the form of a single life annuity. Years of Service as of September
30, 1994 for the persons named in the Summary Compensation Table are as
follows: R. C. Jaudes, 39 years; H. Elliott, Jr., 21 years; D. H.
Yaeger, 3 years; D. L. Godiner, 14 years; and R. J. Carroll, 38 years.
OTHER PLANS
An Executive Salary Protection Program for Executive Officers
provides that if a participating Executive Officer (which includes the
five named Executive Officers in the Summary Compensation Table) dies
while an active employee of the Company, his or her beneficiaries will
receive his or her annual salary for one year, and one-half of his or
her annual salary for the next nine years or until the Executive
Officer would have been 65 years old, whichever period is longer. When
an Executive Officer dies after retiring from the Company, his or her
beneficiaries will receive an amount equal to twice his or her annual
salary if he or she dies prior to age 70, or one times his or her
annual salary if he or she dies after age 70. The annual cost to the
Company of this program is approximately $85,000.
The Company provides supplemental travel and accident insurance
covering Officers and certain key employees. The supplemental insurance
provides coverage for accidental death or dismemberment in an amount up
to $250,000. Premiums expensed on behalf of the Officers during fiscal
1994 amounted to $1,688.
The Company, as of January 25, 1990, adopted a Management Continuity
Protection Plan pursuant to which the Company has entered into
Management Continuity Protection Agreements (the "Agreements") with all
of its Officers. The Agreements provide that if the Officer's
employment terminates for any reason (other than death, disability or
for actions involving moral turpitude) within 54 months, in the case of
Mr. Jaudes, or 42 months, in the case of all other Officers, after a
change in control of the Company, the Officer will receive a non-
discounted lump sum payment. The lump sum payment will be in an amount
equal to the Officer's average annual compensation for the five-year
period preceding termination multiplied by 2.99, in the case of Mr.
Jaudes, or 2.00 for all other Officers. If the Officer remains employed
by the Company for more than six months after a change in control, the
above benefit shall be reduced, in the case of Mr. Jaudes, by one
forty-eighth, or, in the case of all other Officers, by one thirty-
sixth for each month beyond such six-month period. In no
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<PAGE> 14
event, however, will the benefit be greater than the product of the
Officer's average monthly compensation for the five-year period
preceding termination and the number of months remaining from such
termination until the date the Officer will reach the age of 65. The
Agreements expire upon the earlier of (a) the effective date of the
Officer's termination, if prior to a change in control; or (b) 54
months, in the case of Mr. Jaudes, or 42 months, in the case of all
other Officers, after a change in control. Under the Agreements, a
"change in control" occurs when any person becomes a beneficial owner,
directly or indirectly, of the Company's securities representing (a)
more than 50 percent of the voting power of the Company's outstanding
securities or (b) at least 30 percent but no more than 50 percent of
such securities and a majority of the outside members of the Company's
Board of Directors decides that a change in control has occurred.
Previously, the Company established a Deferred Income Plan for: (i)
non-employee Directors, and (ii) employee Directors, Officers and
certain other employees who are deemed by the Compensation Committee of
the Board of Directors to be key executives who contribute materially
to the prosperity of the Company. The plan permitted deferral through
April 30, 1990 for each of four consecutive years of up to 100% of fees
and retainers for non-employee Directors and up to 15% of salary
(excluding incentive compensation) for other participants. Such
deferrals, along with applicable income growth factors (at rates not to
exceed the greater of (i) twelve percent per annum, and (ii) the annual
corporate bond rates specified in Moody's Investors Service plus four
percent per annum), form the basis for certain benefits payable to the
participant upon retirement; death or permanent and total disability
before retirement; or termination of a participant's status as a
Director or employee before age 55. The amount of such benefit depends
on the type of triggering event, the amount deferred by a participant,
the ages at which deferrals are made and the participant's age at the
time of the triggering event. In the event a participant, following a
change in control of the Company, terminates the status as a Director
or employee for good reason, or is terminated by the Company without
cause, such participant is entitled to receive a lump sum benefit in
the amount equal to the greater of: (i) the present value of the
account balance under the Deferred Income Plan to which the participant
would be entitled if he had continued to make deferrals during the
remainder of the annual deferral period and if he had terminated his
status as a Director or employee after reaching normal retirement age
(for this purpose, age 70 for all Directors, and age 65 for all other
participants); or (ii) the amount of the participant's account balance.
At the Board of Directors' meeting on September 23, 1993, the Board
approved a separate Deferred Income Plan II. Deferred Income Plan II
provides that the Board of Directors may from time to time determine to
open up the Deferred Income Plan II to allow deferrals during one or
more succeeding annual periods and to allow new participants in the
Deferred Income Plan. The first deferral period ran from October 1,
1993 to December 31, 1993 (during which time only employee participants
were permitted to make deferrals) and a second deferral period ran from
January 1, 1994 to December 31, 1994 (during which time all
13
<PAGE> 15
participants were permitted to make deferrals, including non-employee
Directors). Participants will also be allowed to make deferrals during
the 1995 calendar year. During each deferral period a non-employee
Director participant may defer up to 100% of fees and retainers and an
employee participant may defer up to 15% of his or her annual salary
(excluding incentive compensation). In addition, under Deferred Income
Plan II the minimum applicable income growth factor for deferrals on
and after October 1, 1993 shall not exceed the greater of: (i) nine
percent per annum; and (ii) the annual corporate bond rates specified
in Moody's Investors Services plus three percent per annum. The
remainder of the terms of the Deferred Income Plan II are similar to
those of the original Deferred Income Plan discussed above.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE
THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION
COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION AND THE PERFORMANCE
GRAPH ON PAGE 17 SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, composed of
four independent non-employee Directors, administers the executive
compensation program. None of such members is or has been an Officer or
employee of the Company or any of its subsidiaries. After review and
approval by the Committee, all material issues relating to executive
compensation are submitted to the Board for consideration and approval.
The philosophy of the Committee as it relates to executive
compensation is that the Chief Executive Officer (CEO) and other
Executive Officers should be compensated at levels designed to attract,
motivate, and retain talented Executives who are capable of leading the
Company in achieving its business objectives in an industry facing
increasing complexity, competition, and change; to encourage and reward
excellent performance; and to encourage individual growth as a part of
the Company's management development program. Annual compensation for
Laclede's senior management consists of salary, and for certain key
Executives, a long-term Incentive Compensation Plan.
Salary levels of Company Executives are reviewed and may be adjusted
annually. Salaries are also increased to recognize promotions and
assignment of increased responsibilities to the Company. In determining
appropriate salaries, the Committee considers: (1) the CEO's
recommendations as to compensation for all other Executive Officers;
(2) the scope of responsibility, experience, time in position, and
individual
14
<PAGE> 16
performance for all Officers including the CEO; (3) internal fairness
and equity among positions held by each Executive Officer; (4) special
factors such as each individual's willingness and ability to accept
special assignments and responsibilities; (5) general cognizance of pay
practices of major companies within the St. Louis region as well as
within the utility industry generally relating to Executives of
comparable responsibility; and (6) corporate performance. Evaluation of
corporate performance takes into account the significant effects which
weather variations as well as other unusual events may have on the
Company's earnings per share and other financial and operating results
as compared to corporate budgeted levels. The Committee's analysis is a
subjective process which utilizes no specific weighting or formula of
the aforementioned factors in determining Executives' base salaries.
Awards under the Company's long-term Incentive Compensation Plan are
granted by Committee recommendation and Board approval to certain key
Executives (including the CEO) who have, in the judgment of the
Committee, demonstrated great ability and who the Company seeks to
retain in positions which can affect the long-term success of the
Company, including both the establishment and execution of the
Company's business strategies. Under this Plan, upon the recommendation
of the Compensation Committee, the Board of Directors, exclusive of any
employee Director who is eligible to participate in the Plan, may award
Share Units to these key Executives. The Executives are paid quarterly
dividend equivalents on these Share Units at the same rate that
dividends are paid to stockholders. Share Units also have a deferred
compensation component based on changes in the Company's retained
earnings over the course of a year. Such deferred compensation is
payable upon the Executive's retirement. Current compensation under
this Plan is limited to 25% of the Executive's current annual salary.
This Plan provides compensation which is directly linked with earnings
per share achievement, a critical factor in creating increased
shareholder value. Determination of the number of Share Units to award
to a key Executive is a subjective process which considers an
individual's current salary level, the number of Share Units previously
awarded, as well as expectations for the Executive's performance
relative to maintaining the long-term financial and operational
integrity of the Company. During 1994, no additional Share Units were
awarded.
In determining the total compensation package of the CEO for 1994,
the Compensation Committee considered all of the matters discussed
above. The Committee also considered the attainment of corporate-wide
budgeted goals, giving recognition to factors such as weather, interest
rates and regulatory policies which can significantly impact operating
results of gas utilities but are generally outside the control of
management. Further, the Committee considered subjective factors
related to individual performance and increased responsibility for the
long-term strategic direction of the Company. Noted was the CEO's
leadership as
15
<PAGE> 17
evidenced by his direction and implementation of the Company's prompt
and effective response to the worst floods in the service area's
history; as well as his management of the Company's response to the
Federal Energy Regulatory Commission mandated restructuring of the
interstate pipeline industry, which response resulted in arrangements
under which the Company was assured of the availability of dependable
and cost effective natural gas supplies. Also, in January 1994, Mr.
Jaudes was elected Chairman of the Board of Directors.
Compensation Committee
Boyd F. Schenk, Chairman
James L. Hoagland
Robert P. Stupp
H. Edwin Trusheim
PERFORMANCE GRAPH
The following Performance Graph compares the performance of the
Company's Common Stock to the Standard & Poor's 500 Stock Index and to
the Standard & Poor's Utilities Index for the Company's last five
fiscal years. The graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 at September 30, 1989
and that all dividends were reinvested. The information contained in
this graph is not necessarily indicative of future Company performance.
16
<PAGE> 18
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
LACLEDE GAS COMPANY, S&P 500, AND S&P UTILITIES
[PERFORMANCE GRAPH]
FISCAL YEAR ENDED SEPTEMBER 30
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Laclede $100.00 $108.68 $137.85 $156.04 $218.92 $196.38
S&P 500 $100.00 $90.76 $119.04 $132.20 $149.39 $154.89
S&P Utilities $100.00 $98.99 $114.70 $131.19 $163.23 $141.85
</TABLE>
COMPENSATION OF DIRECTORS
Directors who were not employees of the Company received a monthly
retainer fee of $1,000 per month through December 1993 and $1,250 per
month thereafter during fiscal year 1994. Also, all Directors received
a fee of $1,000 for each Board meeting attended personally; and $500
for each Board meeting attended via telephone conference call.
Directors received fees of $500 for each committee meeting attended
personally; and $250 for each committee meeting attended via telephone
conference call. Each Chairman of a Committee of the Board
17
<PAGE> 19
except for the Nominating Committee Chairman received an additional
$1,000 annual fee. All non-employee Directors are permitted to elect to
defer all or any part of their compensation under arrangements which
apply equally to all such non-employee Directors.
The Company has also established a retirement plan for each of its
non-employee Directors who serves at least five years as a Director or
who dies while serving as a Director. Pursuant to this plan, the
eligible Director (the "Participant"), or the Participant's designated
beneficiary, would, following the discontinuance of the Participant's
service as a Director (or following the Participant's attaining 65
years of age, if the Participant is not at least 65 years old at the
time of such discontinuance of service), receive an annual retirement
payment amount equal to a percentage (the "Applicable Percentage") of
the annual Board retainer fee at the time of such Participant's
discontinuance of service. The Applicable Percentage shall be 10% for
each of the first ten years of service of such Participant as a
Director. The annual payments to the retired Participant shall continue
until such Participant's death, but if such Participant shall die
before receiving at least ten annual payments, then such Participant's
designated beneficiary shall, during such beneficiary's lifetime,
receive the remainder of the first ten annual payments which the
deceased Participant would have received.
In 1990, the Company established the Restricted Stock Plan for Non-
Employee Directors, the term of which was extended to January 26, 2000.
Under this Plan, a grant of 800 restricted shares will be made on the
date a person first begins serving as a non-employee Director. Each
non-employee Director will receive an additional grant of 200
restricted shares on the date of each subsequent Annual Meeting of
Stockholders for services rendered by such non-employee Director during
the preceding year. The 800 share and 200 share amounts of future
grants were increased from 400 shares and 100 shares, respectively, to
reflect the impact of the two-for-one stock split effectuated on
February 11, 1994. Although a non-employee Director is entitled to vote
and may receive the dividends on the restricted shares, the restricted
shares are forfeitable until vested pursuant to a schedule based upon
the non-employee Director's years of participation in, and, in some
cases, age at time of entering, the Restricted Stock Plan. Pursuant to
a Trust Agreement between the Company and Boatmen's Trust Company, as
Trustee, shares granted pursuant to the Restricted Stock Plan are
purchased on the open market by the Trustee, and held in trust until
vested in the non-employee Director. In January 1994, Messrs. Hoagland
and Schenk each received a grant of 100 vested shares; Ms. Krey and
Messrs. Givens, Stupp and Trusheim each received a grant of 100
nonvested shares; and Messrs. Craig, Holman and Nasser each received a
grant of 400 nonvested shares.
PROPOSAL 2. APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee,
recommends that the stockholders ratify the appointment of Deloitte &
Touche, Certified Public Accountants, to audit the accounts of the
Company and its subsidiaries for the fiscal year ending
18
<PAGE> 20
September 30, 1995. The vote of a majority of the outstanding shares
entitled to vote and represented in person or by proxy will be
necessary to effect the ratification described above. Thus, in this
context, the effect of an abstention will be the same as a negative
vote. Deloitte & Touche is the successor to the firm that has acted as
auditors of the Company since 1953. It is expected that a
representative of Deloitte & Touche will be present at the Annual
Meeting, will have an opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate
questions.
During fiscal year 1994, Deloitte & Touche performed audit services
primarily related to the limited review of quarterly reports and the
examination of annual consolidated financial statements submitted to
stockholders and the Securities and Exchange Commission and the audit
of the various employee benefit plans of the Company.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
---
OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT AUDITORS.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented
at the meeting other than those stated in this proxy statement.
However, if other matters related to the purpose of the meeting
properly come before the meeting, it is the intention of the persons
named in the accompanying proxy to vote said proxies on such other
matters in accordance with their judgment.
SOLICITATION OF PROXIES
Proxies will be solicited by mail. They may also be solicited by
Officers and regular employees of the Company, personally or by
telephone or telegraph, but such persons will not be specially
compensated for such services. The firm of Morrow & Co., Inc. has been
retained to assist with the solicitation of proxies at a cost of
approximately $5,000. It is contemplated that brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the
soliciting material to the beneficial owners of stock held of record by
such persons, and will be reimbursed for expenses incurred therein. The
entire cost of solicitation will be borne by the Company.
LACLEDE GAS COMPANY
By DONALD L. GODINER, Secretary
St. Louis, Missouri
December 27, 1994
19
<PAGE> 21
Laclede Gas
Company
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
JANUARY 26, 1995
<PAGE> 22
P
R
O
X
Y
LACLEDE GAS COMPANY
720 OLIVE STREET, ST. LOUIS, MISSOURI 63101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert J. Carroll, Donald L. Godiner,
Robert C. Jaudes, and each of them, with or without any of the others,
attorneys and proxies, with full power of substitution, to vote all of
the shares of common stock in Laclede Gas Company which the undersigned
is entitled to vote at the Annual Meeting of Stockholders of said
corporation to be held at Marriott's Pavilion Hotel, on Thursday,
January 26, 1995, at 10:00 a.m. local time, and at any adjournment
thereof: (1) as hereinafter specified upon the proposals listed below
and as more particularly described in the Company's proxy statement,
receipt of which is hereby acknowledged; and (2) in their discretion
upon such other matters as may properly come before the Annual Meeting
of Stockholders.
A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD.
---
1. ELECTION OF DIRECTORS: H. Givens, Jr., M. A. Krey, and H. Edwin
Trusheim.
/ / FOR all nominees listed. / / FOR all nominees listed except__________
__________
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE as independent
auditors.
/ / FOR / / AGAINST / / ABSTAIN
(Continued and to be signed on reverse side.)
<PAGE> 23
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Dated---------------, 19---
.........................................
.........................................
IMPORTANT: PLEASE DATE THIS PROXY
AND SIGN EXACTLY AS YOUR NAME(S)
APPEARS THEREON. IF STOCK IS HELD
JOINTLY, SIGNATURE SHOULD INCLUDE
BOTH NAMES. EXECUTORS,
ADMINISTRATORS, TRUSTEES,
GUARDIANS, AND OTHERS SIGNING IN
A REPRESENTATIVE CAPACITY SHOULD
SO INDICATE.
PROXY MUST BE RETURNED BY JANUARY 26, 1995
<PAGE> 24
APPENDIX
The information in the Performance Graph on page 17 of the definitive
proxy statement of Laclede Gas Company is depicted in the table that
immediately follows the graph.
