UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ________ to ________
Commission File Number 1-1822
LACLEDE GAS COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0368139
(State of Incorporation) (I.R.S. Employer
Identification Number)
720 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-0500
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes (X)
No ( )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
15,750,664 shares, Common Stock, par value $1 per share at 3/31/95.
Page 1<PAGE>
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LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
PART I
FINANCIAL INFORMATION
The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's Form 10-K for the year ended September 30, 1994.
Page 2<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(In Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Utility Operating Revenues $191,627 $233,035 $313,830 $400,280
------------------ ------------------
Utility Operating Expenses:
Natural and propane gas 109,919 149,133 175,386 253,276
Other operation expenses 22,911 23,306 41,815 44,549
Maintenance 4,521 4,767 9,102 9,388
Depreciation and amortization 5,895 4,803 11,725 9,589
Taxes, other than income taxes 15,294 17,423 24,597 27,632
Income taxes (Note 3) 10,624 11,400 14,754 18,022
------------------ ------------------
Total Utility Operating Expenses 169,164 210,832 277,379 362,456
------------------ ------------------
Utility Operating Income 22,463 22,203 36,451 37,824
Miscellaneous Income and Income
Deductions - Net (less
applicable income taxes) (Note 3) 619 453 781 772
----------------- ------------------
Income Before Interest Charges 23,082 22,656 37,232 38,596
------------------ ------------------
Interest Charges:
Interest on long-term debt 3,136 3,136 6,272 6,354
Other interest charges 1,877 875 3,681 1,677
------------------ ------------------
Total Interest Charges 5,013 4,011 9,953 8,031
------------------ ------------------
Net Income 18,069 18,645 27,279 30,565
Dividends on Preferred Stock 25 25 49 49
------------------ ------------------
Earnings Applicable to Common Stock $ 18,044 $ 18,620 $ 27,230 $ 30,516
================== ==================
Average Number of Common
Shares Outstanding 15,751 15,586 15,730 15,586
Earnings Per Share of Common Stock $1.15 $1.19 $1.73 $1.96
Dividends Declared Per Share
of Common Stock $.31 $.305 $.62 $.61
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Mar. 31 Sept. 30
1995 1994
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $728,745 $709,563
Less: Accumulated depreciation and amortization 305,872 297,886
--------------------
Net Utility Plant 422,873 411,677
--------------------
Other Property and Investments 23,010 22,956
--------------------
Current Assets:
Cash and cash equivalents 2,999 1,588
Accounts receivable - net 61,491 39,099
Materials, supplies, and merchandise at avg cost 5,389 5,059
Natural gas stored underground for current use
at LIFO cost 16,667 48,333
Propane gas for current use at FIFO cost 13,567 13,582
Prepayments 2,593 1,853
Unamortized purchased gas adjustments 564 1,998
Deferred income taxes 3,765 3,717
Delayed customer billings 9,721 -
--------------------
Total Current Assets 116,756 115,229
--------------------
Deferred Charges 63,084 58,433
--------------------
Total Assets $625,723 $608,295
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS (Continued)
<CAPTION>
Mar. 31 Sept. 30
1995 1994
---- ----
(Thousands of Dollars)
(UNAUDITED)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock (17,616,302 shares issued) $ 17,616 $ 17,536
Paid-in capital 29,668 28,102
Retained earnings 190,795 173,318
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 214,062 194,939
Redeemable preferred stock 1,960 1,960
Long-term debt 154,245 154,211
--------------------
Total Capitalization 370,267 351,110
--------------------
Current Liabilities:
Notes payable 53,000 53,500
Accounts payable 21,270 20,124
Refunds due customers 11,647 29,782
Advance customer billings - 7,062
Taxes accrued 22,493 9,855
Other 22,011 23,868
--------------------
Total Current Liabilities 130,421 144,191
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 72,512 76,662
Unamortized investment tax credits 8,193 8,329
Other 44,330 28,003
--------------------
Total Deferred Credits and Other Liabilities 125,035 112,994
--------------------
Total Capitalization and Liabilities $625,723 $608,295
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 5 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
March 31,
1995 1994
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 27,279 $ 30,565
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,747 9,623
Deferred income taxes and investment tax credits (4,460) (7,665)
Other - net 178 67
Changes in assets and liabilities:
Accounts receivable - net (22,392) (50,917)
Unamortized purchased gas adjustments 1,434 4,912
Deferred purchased gas costs 12,561 17,017
Delayed customer billings - net (16,783) (31,494)
Accounts payable 1,146 16,599
Refunds due customers (18,135) 15,131
Taxes accrued 12,638 18,512
Natural gas stored underground 31,665 4,994
Other assets and liabilities (4,028) 2,084
--------------------
Net cash provided by operating activities $ 32,850 $ 29,428
--------------------
Investing Activities:
Construction expenditures $(22,568) $(17,673)
Investments - non-utility (130) (589)
Other (190) (2)
--------------------
Net cash used in investing activities $(22,888) $(18,264)
--------------------
Financing Activities:
Issuance (repayment) of short-term debt $ (500) $ 18,500
Issuance of common stock 1,646 -
Dividends paid (9,697) (9,556)
Retirement of first mortgage bonds - (11,991)
Other - (106)
--------------------
Net cash used in financing activities $ (8,551) $ (3,153)
--------------------
Net Increase in Cash and Cash Equivalents 1,411 $ 8,011
Cash and Cash Equivalents at Beginning of Period 1,588 1,706
--------------------
Cash and Cash Equivalents at End of Period $ 2,999 $ 9,717
====================
Supplemental Disclosure of Cash Paid
During the Period for:
Interest $9,666 $7,742
Income taxes 4,235 5,477
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 6<PAGE>
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LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, this interim report includes all
adjustments (consisting only of normal recurring accruals) necessary
for the fair presentation of the results of the periods covered.
2. The registrant is a natural gas distribution utility having a material
seasonal cycle; therefore, this interim statement of consolidated
income is not necessarily indicative of annual results nor
representative of succeeding quarters of the fiscal year.
3. Income Taxes
Net provisions for income taxes were charged (credited) as follows
during the periods set forth below:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
1995 1994 1995 1994
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Utility Operations
Current:
Federal $13,368 $14,647 $16,434 $22,035
State and local 2,259 2,472 2,775 3,716
Deferred:
Federal (4,367) (4,957) (3,809) (6,690)
State and local (636) (762) (646) (1,039)
------------------ -----------------
Subtotal $10,624 $11,400 $14,754 $18,022
------------------ -----------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 274 $ 173 $ 346 $ 208
State and local 31 10 32 (15)
Deferred:
Federal (3) (3) (5) 59
State and local - - - 6
------------------ -----------------
Subtotal $ 302 $ 180 $ 373 $ 258
------------------ -----------------
Total $10,926 $11,580 $15,127 $18,280
================== =================
</TABLE>
Page 7 <PAGE>
<PAGE>
4. The settlement of the Company's Rate Case No. GR-94-220, approved by
the Missouri Public Service Commission (MoPSC), primarily authorized
higher general rates, increased depreciation rates and revisions in the
regulatory treatment of certain pension costs. The general rate
increase was designed to increase revenues by $12.2 million annually.
Annual depreciation in 1995, including a net increase in depreciation
rates, is estimated to average 3.3% of the original cost of depreciable
property. Pension credits, including the establishment of a regulatory
asset, have been recorded to reflect pension costs consistent with the
regulatory accounting treatment ordered by the MoPSC.
5. Regulatory Operations
The Company accounts for its regulated operations in accordance with
Statement of Financial Accounting Standards No. 71 (SFAS 71),
"Accounting for the Effects of Certain Types of Regulation." This
statement sets forth the application of generally accepted accounting
principles for those companies whose rates are established by or are
subject to approval by an independent third-party regulator. The
provisions of SFAS No. 71 require, among other things, that financial
statements of a regulated enterprise reflect the actions of regulators,
where appropriate. These actions may result in the recognition of
revenues and expenses in time periods that are different than non-
regulated enterprises. When this occurs, costs are deferred as assets
in the balance sheet (regulatory assets) and recorded as expenses as
those amounts are reflected in rates. Also, regulators can impose
liabilities upon a regulated company for amounts previously collected
from customers and for recovery of costs that are expected to be
incurred in the future (regulatory liabilities). The regulatory assets
and regulatory liabilities in the Consolidated Balance Sheets are as
follows:
<TABLE>
<CAPTION>
March 31 September 30
1995 1994
-------- ------------
(Thousands of Dollars)
<S> <C> <C>
Regulatory Assets:
Amounts due from customers for
future income taxes $31,152 $31,009
Pension costs 3,163 -
Unamortized loss on reacquired debt 1,573 1,703
Unamortized purchased gas adjustments 564 1,988
Other 353 435
------- -------
Total Regulatory Assets $36,805 $35,135
======= =======
Regulatory Liabilities:
Unamortized Investment Tax Credits $ 8,193 $ 8,329
Amounts due to customers for
future income taxes 408 391
Purchased gas costs 13,225 664
Other 453 3
------- -------
Total Regulatory Liabilities $22,279 $ 9,387
======= =======
</TABLE>
Page 8 <PAGE>
<PAGE>
The inventory of gas stored underground is priced on a last-in, first-
out (LIFO) basis. The replacement cost of gas stored underground for
current use at March 31, 1995 was less than the LIFO cost by
$3,897,600. The inventory carrying value has not been reduced to market
prices because, pursuant to the Company's Purchased Gas Adjustment
Clause, actual gas costs are recovered in customer rates.
6. Leases
The lease agreement covering the Company's general office space extends
through February 2000. The aggregate rental expense for fiscal years
1994, 1993 and 1992 was $770,000, $760,000, and $750,000, respectively.
Annual minimum rental payments for fiscal years 1995-1999 are $770,000
per year. The lease agreement provides for an annual rent escalation
which is not determinable as of the balance sheet date; however, the
maximum amount of rental expense increase is $8,800 per year.
7. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's 1994 Form
10-K.
Page 9 <PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Earnings for the quarter ended March 31, 1995 were $1.15 per share compared
with $1.19 per share for the same quarter last year. The weather for the
quarter was 8% warmer than the same period last year and 9% warmer than
normal. The decrease in earnings was principally due to lower gas sales
arising from the warmer weather. Earnings also decreased due to the effect
of higher depreciation rates (authorized in Rate Case No. GR-94-220) and
increased interest expense. These adverse factors were mitigated to some
extent by general rate relief (GR-94-220) which was placed in effect on
September 1, 1994.
Utility operating revenues for the quarter ended March 31, 1995 were $191.6
million compared with $233.0 million for the quarter ended March 31, 1994.
The $41.4 million, or 17.8%, decrease was principally due to lower
wholesale gas costs of $31.4 million (which are passed on to Laclede's
customers under the Company's Purchased Gas Adjustment Clause) and lower
therm sales (arising from the warmer weather) and other minor variations
amounting to $13.4 million. These decreases were partially offset by the
benefit of higher general rate levels resulting from Case No. GR-94-220 of
$3.4 million. Therms sold and transported decreased by 20.9 million therms,
or 4.4%, below the quarter ended March 31, 1994.
Utility operating expenses for the quarter ended March 31, 1995 decreased
by $41.7 million, or 19.8%, below the same quarter last year. Natural and
propane gas expense this quarter decreased $39.2 million, or 26.3%, from
last year mainly due to lower rates charged by our suppliers and decreased
volumes purchased for sendout resulting from the warmer weather. Other
operation and maintenance expenses decreased by $.6 million, or 2.3%,
primarily due to reduced pension expense and lower charges for maintenance.
These decreases were partially offset by higher group insurance charges and
higher wage rates (3.5%). Depreciation and amortization expense increased
22.7% principally due to the higher depreciation rates. Taxes, other than
income taxes, decreased 12.2% primarily due to lower gross receipts taxes
(reflecting decreased revenues), slightly offset by higher property taxes
this quarter. The $.8 million decrease in income taxes is principally due
to lower taxable income.
Interest expense increased 25.0% due to higher short-term interest expense
reflecting higher borrowings and increased rates.
Earnings for the six months ended March 31, 1995 were $1.73 per share
compared with earnings of $1.96 per share for the same period last year.
The weather for the six-month period this year was 17% warmer than last
year and 17% warmer than normal. The decrease in earnings was primarily due
to lower gas sales arising from the near-record warm weather. Earnings
also decreased due to the higher depreciation rates and increased interest
expense. These factors were partially offset by the aforementioned general
Page 10<PAGE>
<PAGE>
rate relief and the benefit of lower pension expense. It is important to
realize that due to the seasonal nature of its business, the Company's
earnings are concentrated during the first six months of the fiscal year,
typically reaching a peak level at the conclusion of the heating season.
As sales volumes decline in subsequent months, the Company frequently
experiences losses in the second half of the fiscal year.
Utility operating revenues for the first six months of fiscal year 1995
decreased by $86.5 million, or 21.6%, below the corresponding period of
fiscal year 1994. This decrease is principally due to lower wholesale gas
costs of $46.2 million (which are passed on to our customers under the
Company's Purchased Gas Adjustment Clause) and lower therm sales (arising
from the warmer weather) and other minor variations of $47.2 million. These
decreases were partially offset by the benefit of higher general rate
levels amounting to $6.9 million. Therms sold and transported decreased by
92.4 million, or 11.2%, below the level during the six months ended March
31, 1994.
Utility operating expenses for the six months ended March 31, 1995
decreased by $85.1 million, or 23.5%, below last year. Natural and propane
gas expense during the first six months of fiscal year 1995 decreased $77.9
million, or 30.8%, below the same period a year ago. This decrease was
primarily due to lower rates charged by our suppliers and reduced volumes
purchased for sendout resulting from the warmer weather. The $3.0 million,
or 5.6%, decrease in other operation and maintenance expenses is
principally due to the recording of pension credits, including the
establishment of a regulatory asset, necessary to reflect pension costs
consistent with the regulatory accounting treatment ordered by the MoPSC in
Case No. GR-94-220. These reduced expenses were partially offset by higher
wage rates (3.5%) and increased group insurance charges. Depreciation and
amortization expense increased 22.3% primarily due to increased
depreciation rates. Taxes, other than income taxes, decreased 11.0%
principally due to lower gross receipts taxes (reflecting decreased
revenues), partially offset by higher property taxes. The $3.3 million
decrease in income taxes is mainly due to lower taxable income.
Interest expense increased 23.9% primarily due to higher short-term
interest expense reflecting higher borrowings and increased rates.
LIQUIDITY AND CAPITAL RESOURCES
The Company's short-term borrowing requirements typically peak during
colder months, principally because of required payments for natural gas
made in advance of the receipt of cash from our customers for the sale of
that gas. Such short-term cash requirements have traditionally been met
through the sale of commercial paper supported by lines of credit with
banks. In January 1995, the Company renewed its primary line of bank
credit under which it may borrow up to $40 million prior to January 31,
1996, with renewal of any loans outstanding on that date permitted up to
June 30, 1996. This, along with the Company's previously obtained $70
million supplemental line of credit, which was in effect from October 18,
1994 to March 1, 1995, provided a total line of credit for the 1994-1995
primary heating season of $110 million. Since seasonal cash needs typically
decline at the end of the heating season, the Company replaced the expiring
supplemental line on March 1, 1995 with a $50 million supplemental line of
credit which extends from March 1, 1995 to September 1, 1995, providing a
Page 11<PAGE>
<PAGE>
total line of credit of $90 million to September 1, 1995. During January
1995, the Company sold commercial paper aggregating to a maximum of $103.0
million at any one time, but did not borrow from the banks under the
aforementioned agreements. Short-term borrowings amounted to $53.0 million
at March 31, 1995.
On March 30, 1995, the Company filed an application with the MoPSC seeking
Commission authorization to issue and sell up to 1,750,000 shares of the
Company's common stock. The Company plans to file a Registration Statement
with the Securities and Exchange Commission, on or about April 21, 1995,
for the registration of such shares of common stock. The Company plans an
offering to sell such shares during the next 30 to 60 days. The offering
will be made through an underwriting group that will be led by Merrill
Lynch & Co. and co-managed by A.G. Edwards & Sons, Inc. and Smith Barney
Inc. The net proceeds to be received from the offering would be used
primarily to repay short-term indebtedness and/or reimburse the Company's
treasury for expenditures incurred or to be incurred in connection with the
Company's construction program to maintain and expand its gas service
capabilities.
In a separate application with the MoPSC, the Company asked the Commission
for a two year extension, to April 21, 1997, of its previously granted
authority to sell up to $75 million of additional First Mortgage Bonds. The
original authorization was for $100 million of First Mortgage Bonds of
which $25 million have already been issued and sold. The amount and timing
of any issuance will be subject to management's evaluation of need,
financial market conditions, and other factors.
Construction expenditures for the six months ended March 31, 1995 were
$22.5 million compared with $17.7 million for the same period last year.
Construction expenditures for fiscal year 1995 are estimated to be
approximately $44 million.
Capitalization at March 31, 1995 increased $19.2 million since September
30, 1994 and consisted of 57.8% common stock equity, .5% preferred stock
and 41.7% long-term debt.
The seasonal effect of the Company's financial position affects the
comparison of certain balance sheet items at March 31, 1995 and at
September 30, 1994, such as Accounts Receivable-Net, Natural Gas Stored
Underground For Current Use, and Delayed and Advance Customer Billings.
Page 12<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 13<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Item 1. Legal Proceedings
During the quarter ended March 31, 1995, there were no new legal
proceedings required to be disclosed.
Item 4. Submission of Matters to Vote of Security Holders
The Annual Meeting of Stockholders of Laclede Gas Company was
held on January 26, 1995, for the purpose of electing three
directors to the Board of Directors and ratifying the appointment
of independent auditors. Proxies for the meeting were solicited
pursuant to Section 14(a) of the Exchange Act of 1934.
All of management's nominees for directors listed in the proxy
statement were unopposed and were elected upon the following
votes:
Name of Shares Shares
Director Nominee Voted For Voted Withheld
---------------- --------- --------------
Dr. Henry Givens, Jr. 12,539,681 122,022
Mary Ann Krey 12,570,122 122,022
H. Edwin Trusheim 12,543,958 122,022
The proposal to ratify the appointment of Deloitte and Touche
LLP, Certified Public Accountants, to audit the accounts of the
Company for the fiscal year ending September 30, 1995 was passed
upon the following vote:
Shares Voted:
------------
For the proposal 12,469,205
Against the proposal 87,881
Abstain regarding the proposal 116,190
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter
ended March 31, 1995.
Page 14<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LACLEDE GAS COMPANY
Date: April 21, 1995 R. J. CARROLL
-------------------
R. J. Carroll
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 15 <PAGE>
<PAGE>
Index to Exhibits
Sequentially
Numbered
Exhibit No. Exhibit Page
4.1 Amendments to the Company's Wage Deferral 17
Savings Plan dated February 21, 1995.
4.2 Amendments to the Company's Wage Deferral 20
Savings Plan dated March 7, 1995.
4.3 Amendments to the Missouri Natural Gas 24
Division of Laclede Gas Company Dual Savings
Plan dated February 21, 1995.
4.4 Amendments to the Missouri Natural Gas 27
Division of Laclede Gas Company Dual Savings
Plan dated March 7, 1995.
10.1 Amendments to the Company's Salary Deferral 32
Savings Plan dated February 21, 1995.
10.2 Amendments to the Company's Salary Deferral 36
Savings Plan dated March 7, 1995.
10.3 Amendments to Laclede Gas Company Incentive 40
Compensation Plan, effective January 26, 1995.
10.4 Amendments to the Employees' Retirement Plan 44
of Laclede Gas Company-Management Employees
dated February 21, 1995.
10.5 Amendments to the Employees' Retirement Plan 47
of Laclede Gas Company-Management Employees
dated March 7, 1995.
10.6 January 18, 1995 line of credit agreement 50
with The Boatmen's National Bank of St. Louis.
10.7 January 18, 1995 line of credit agreement 51
with Commerce Bank, N.A.
10.8 January 18, 1995 line of credit agreement 53
with Mercantile Bank of St. Louis, N.A.
10.9 January 18, 1995 line of credit agreement 55
with Chemical Bank.
10.10 Amendment and Further Extension dated 56
March 1, 1995 of Supplemental Line of Credit
Agreement dated October 18, 1993 among Laclede
Gas Company, Chemical Bank, The Boatmen's
National Bank of St. Louis, and Mercantile Bank
of St. Louis National Association.
27 Financial Data Schedule UT 59
Page 16
Date: February 21, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Laclede Gas Company Wage Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.
Page 17 <PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
1. Subsection 2.18 of Article II is amended to replace the phrase "United
States Internal Revenue Code of 1954" with "United States Internal
Revenue Code of 1986", effective October 22, 1986.
2. Article II is amended to add the following as subsections 2.12, 2.13
and 2.28 and to renumber accordingly the subsections 2.12 through
2.32, effective January 1, 1993, as follows:
"2.12 "Eligible Retirement Plan"
An Eligible Retirement Plan is an individual retirement account
described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts an Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution to a surviving spouse, an
Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.
2.13 "Eligible Rollover Distribution"
An Eligible Rollover Distribution is any distribution of all or any
portion of the balance to the credit of the Participant, Beneficiary
or QDRO Payee. However, an Eligible Rollover Distribution does not
include: any minimum distribution required under Code Section
401(a)(9); the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); Wage
Deferral Contributions returned as a result of Code Section 415
limitations; corrective distributions of Wage Deferral Contributions
and/or Matching Contributions and any applicable earnings thereon;
loans treated as distributions under Code Section 72(p) and not
excepted by Code Section 72(p)(2); loans in default that are deemed
distributions; and similar items designated by the Commissioner of the
Internal Revenue Service.
2.28 "QDRO Payee"
A QDRO Payee is an alternate payee under a qualified domestic
relations order as defined by Code Section 414(p)."
3. Article IX is amended to add subsection (f) to Section 9.2 and to add
Section 9.7, effective January 1, 1993, as follows:
"(f) When a Participant, Beneficiary or QDRO Payee elects to receive a
distribution, he or she shall receive a notice as required by
Internal Revenue Service Regulation Section 1.411(a)-11(c) no
less than thirty (30) days and no more than ninety (90) days
before the date of distribution. If a distribution is one to
which Code
Page 18 <PAGE>
<PAGE>
Section 401(a)(11) and Code Section 417 do not apply, such
distribution may commence less than thirty (30) days after the notice
required under Internal Revenue Service Regulation Section 1.411(a)-
11(c) is given, provided that:
(i) the Administrator clearly informs the person requesting the
distribution that he or she has a right to a period of at
least thirty (30) days after receiving the notice to consider
the decision of whether or not to elect a distribution, and
(ii) the person requesting distribution, after receiving the
notice, affirmatively elects a distribution.
9.7 Eligible Rollover Distributions
A Participant, Beneficiary or QDRO Payee who will receive an Eligible
Rollover Distribution from the Plan may instruct the Administrator to
make a direct rollover of such distribution to an Eligible Retirement
Plan. Eligible Rollover Distributions exceeding $200 in one calendar
year which are not directly rolled over will be subject to Federal
income tax withholding. The Administrator will establish procedures
and will provide forms to receive the necessary information to
accomplish the rollover. An Eligible Rollover Distribution which is
at least $500 may be split so that a portion is received and the
remainder is rolled over into one Eligible Retirement Plan;
distributions under $500 cannot be split. Distributions consisting
only of, and made only in, Company stock and cash (not exceeding
$200), in lieu of fractional shares, are not subject to mandatory
Federal withholding."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 19
Date: March 7, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Laclede Gas Company Wage Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.
Page 20<PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
1. Subsection (a) of Section 12.1 is amended in its entirety, effective
August 28, 1986, as follows:
"(a) The Company reserves the absolute right to modify or amend this Plan
in whole or in part, at any time and from time to time, effective as
of any specified current, prior or future date, by resolutions
adopted by the Company's Board of Directors, or, to the extent
delegated by the Board of Directors, by written instruments executed
by appropriate officers of the Company and delivered to the
Administrator. A certified copy of any resolution by the Board or
copy of any other amendment by the Company taking any such action
shall promptly be delivered to the Administrator and to the Trustee.
This Plan shall not, however, be modified or amended in any manner
which would (i) reduce the amount credited to a Participant's Account
unless such reduction is required in order to prevent the issuance by
the Internal Revenue Service of an adverse determination letter as to
the qualified status of the Plan under Code Section 401, or shall be
necessary in order to qualify the Trust by which this Plan is funded
as exempt from tax under Code Section 501, or to continue the
qualified status of such Trust; or (ii) permit any portion of the
Fund to be used for or diverted to purposes other than (A) for the
exclusive benefit of Participants, their Beneficiaries or estates,
and (B) for the administrative expenses of this Plan; or (iii) cause
any part of the Fund to revert to the Company (except as provided in
clause (i) above or in Section 16.1 of this Plan); or (iv) increase
the duties or liabilities of the Trustee without its consent;
provided, however, that any modification or amendment which would
result in the loss by the Plan of its qualified status under Code
Section 401, or in the loss by the Trust of its tax exempt status
under Code Section 501, shall be retroactively null and void as if
such amendment had never been made."
2. Subsection (b) of Section 9.4 is amended in its entirety, effective
August 5, 1993, as follows:
"(b) The loan shall be evidenced by a Promissory Note on a form
available from the Payroll Department and approved by the
Administrator, shall bear interest at a rate comparable to the
prevailing interest rate charged by commercial lenders for
similar loans, shall be secured by the Participant's Account,
and shall be repayable in installments, by payroll deductions,
over a period not to exceed 234 weeks from the date of such
loan, or not to exceed 494 weeks in the case of a loan for the
purchase of the Participant's primary residence. If the
Participant is on unpaid leave, payments must be made monthly
and must be received by the Payroll Department no later than
the Wednesday preceding the first payday of the month for which
the payment is being made. The note shall be subject to
repayment in whole or in part at any time without premium or
penalty, with no
Page 21<PAGE>
<PAGE>
less than fifty percent (50%) of the outstanding balance to be
repaid. Partial repayment can be made only once in a Plan
Year. Notes shall become due and payable in full when the
Participant ceases to be an Employee."
3. Subsection (g) of Section 9.4 is amended to replace the two
occurrences of the phrase "Employee Benefits Department" with the phrase
"Payroll Department", effective August 1, 1992.
4. Clause (ii) of subsection (b) of Section 9.3 is amended in
its entirety, effective March 1, 1995, as follows:
"(ii) Payment of tuition, related educational fees, and room and
board expenses, for the next twelve (12) months of post-
secondary education for the Participant, or the Participant's
spouse, children or dependents."
5. The first unnumbered paragraph of Section 2.33 is amended in its
entirety, effective August 1, 1994, as follows:
"A twelve (12) month Service Period, consisting of at least 1,000
hours of service, with the Company, or Related Company as hereinafter
defined. All Years of Service, whenever achieved, shall be counted
for purposes of determining eligibility to become a Participant."
6. A new subclause (viii) is added to subsection (c) of Section 9.3,
effective March 1, 1995, as follows:
"(viii) A Participant who receives a hardship distribution, as
provided in this subsection (c), or who has an outstanding
loan and receives a new loan to relieve a hardship, as
provided in subclause (iv) of this subsection (c), shall not
be permitted to make wage deferrals pursuant to this Plan
until the first payroll date of the calendar month following
the expiration of a twelve (12) month period after receipt of
Page 22<PAGE>
<PAGE>
either such hardship distribution or such new loan in lieu of
the hardship distribution. The Participant must give the
Administrator at least thirty (30) days advance notice to
resume wage deferrals."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
--------------------------------
Title: Senior Vice President -
Finance
Page 23
Date: February 21, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Missouri Natural Gas Division of Laclede Gas Company Dual Savings
Plan as set forth in the attached exhibit, such amendment to be effectuated
and evidenced by our signatures on said exhibit.
Page 24<PAGE>
<PAGE>
AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
The following amendments are effective January 1, 1993.
1. Section I is amended to add subsections (x), (y) and (z) as follows:
"(x) "Eligible Rollover Distribution" is any distribution of all or
any portion of the balance to the credit of the Participant,
beneficiary or QDRO Payee. However, an Eligible Rollover
Distribution does not include: any minimum distribution
required under Code Section 401(a)(9); the portion of any
distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); Pre-Tax
Deposits and/or Post-Tax Deposits returned as a result of Code
Section 415 limitations; corrective distributions of Pre-Tax
Deposits, and/or Post-Tax Deposits, and/or matching
contributions on such Pre-Tax and/or Post-Tax Deposits and any
applicable earnings thereon; loans treated as distributions
under Code Section 72(p) and not excepted by Code Section
72(p)(2); loans in default that are deemed distributions; and
similar items designated by the Commissioner of the Internal
Revenue Service.
(y) "Eligible Retirement Plan" is an individual retirement account
described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a), or a qualified trust
described in Code Section 401(a), that accepts an Eligible
Rollover Distribution. However, in the case of an Eligible
Rollover Distribution to a surviving spouse, an Eligible
Retirement Plan is an individual retirement account or
individual retirement annuity.
(z) "QDRO Payee" is an alternate payee under a qualified domestic
relations order as defined by Code Section 414(p)."
2. Section VII is amended to add subsection (f) as follows:
"(f) Withdrawals Which Are Eligible Rollover Distributions.
Withdrawals from the Participant Deposit Account and Company
Contribution Account which constitute Eligible Rollover
Distributions shall be subject to the provisions of
subsections (k) and (l) of Section VIII."
3. Section VIII is amended to add subsections (k) and (l) as follows:
"(k) Request for Distribution. When the Committee receives a
request for distribution, the person requesting such
distribution shall receive a notice as required by Internal
Revenue Service Regulation Section 1.411(a)-11(c) no less than
Page 25<PAGE>
<PAGE>
thirty (30) days and no more than ninety (90) days before the
date of distribution. If a distribution is one to which Code
Section 401(a)(11) and Code Section 417 do not apply, such
distribution may commence less than thirty (30) days after the
notice required under Internal Revenue Service Regulation
Section 1.411(a)-11(c) is given, provided that:
(1) the Committee clearly informs the person requesting the
distribution that he or she has a right to a period of at
least thirty (30) days after receiving the notice to
consider the decision of whether or not to elect a
distribution, and
(2) the person requesting the distribution, after receiving
the notice, affirmatively elects a distribution.
(l) Eligible Rollover Distributions. A Participant, beneficiary
or QDRO Payee who will receive an Eligible Rollover
Distribution from the Plan may instruct the Committee to make
a direct rollover of such distribution to an Eligible
Retirement Plan. Eligible Rollover Distributions exceeding
$200 in one calendar year which are not directly rolled over
will be subject to Federal income tax withholding. The
Committee will establish procedures and will provide forms to
receive the necessary information to accomplish the rollover.
An Eligible Rollover Distribution which is at least $500 may
be split so that a portion is received and the remainder is
rolled over into one Eligible Retirement Plan; distributions
under $500 cannot be split. Distributions consisting only of,
and made only in, Company stock and cash (not exceeding $200),
in lieu of fractional shares, are not subject to mandatory
Federal withholding."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 26
Date: March 7, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Missouri Natural Gas Division of Laclede Gas Company Dual Savings
Plan as set forth in the attached exhibit, such amendment to be effectuated
and evidenced by our signatures on said exhibit.
Page 27 <PAGE>
<PAGE>
AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
1. Subsection (a) of Section XIV is amended in its entirety, effective
August 28, 1986, as follows:
"(a) Amendment. The Company shall have the right at any time, and from to
time to time, to amend, in whole or in part, any or all of the
provisions of the Plan, effective as of any specified current, prior
or future date, by resolutions adopted by the Company's Board of
Directors, or, to the extent delegated by the Board of Directors, by
written instruments executed by appropriate officers of the Company
and delivered to the Committee. This Plan shall not, however, be
modified or amended in any manner which would (1) reduce the amount
credited to a Participant's Account unless such reduction is required
in order to prevent the issuance by the Internal Revenue Service of
an adverse determination letter as to the qualified status of the
Plan under Code Section 401, or shall be necessary in order to
qualify the Trust by which this Plan is funded as exempt from tax
under Code Section 501, or to continue the qualified status of such
Trust; or (2) permit any portion of the Fund to be used for or
diverted to purposes other than (i) for the exclusive benefit of
Participants, their Beneficiaries or estates, and (ii) for the
administrative expenses of this Plan; or (3) cause any part of the
Fund to revert to the Company (except as provided in subsection (h)
of Section XV of this Plan); or (4) increase the duties or
liabilities of the Trustee without its consent; provided, however,
that any modification or amendment which would result in the loss by
the Plan of its qualified status under Code Section 401, or in the
loss by the Trust of its tax exempt status under Code Section 501,
shall be retroactively null and void as if such amendment had never
been made."
2. Subclause (2) of subsection (e) of Section VII is replaced in its
entirety, effective August 5, 1993, as follows:
"(2) The loan shall be evidenced by a Promissory Note on a form approved
by the Committee, shall bear interest at a rate comparable to the
prevailing interest rate charged by commercial lenders for similar
loans, shall be secured by the Participant's Pre-Tax Deposit and Pre-
Tax Match Accounts, and shall be repayable in installments, by
payroll deductions, over a period not to exceed 234 weeks from the
date of such loan, or not to exceed 494 weeks in the case of a loan
for the purchase of the Participant's primary residence. If the
Participant is on unpaid leave, payments must be made monthly and
must be received by the Committee no later than three (3) workdays
before the first calendar day of the month for which the payment is
being made. The Note shall be subject to repayment in whole or in
part at any time without premium or penalty, with no less than fifty
percent (50%) of the outstanding balance to be repaid. Partial
repayment may be made only once in a Plan Year. Notes shall become
due and payable in full when the Participant ceases to be an
Employee."
Page 28 <PAGE>
<PAGE>
3. A new subsection (i) is added to Section XV, effective April 15,
1989, as follows:
"(i) Applications for Benefits, Appeals from Denial of Benefits. No
Participant or other party entitled to receive any distribution
hereunder shall be required to file any application as a condition
precedent to such distribution, but any application actually made
shall be submitted to the Committee and shall constitute a claim
under this Plan. The Committee shall grant or deny a claim as soon
as is reasonably practicable, but not later than ninety (90) days
after receipt of the claim, and shall notify the claimant of its
decision; provided, however, that in special circumstances, as found
by the Committee, the Committee may by notice to the claimant extend
the time for its decision in order to permit processing or otherwise
meet the special circumstances, in which case the decision shall be
rendered as soon as possible, but not later than one hundred eighty
(180) days after the receipt of the claim. In any instance where a
claim is denied in whole or in part by the Committee, the Committee
shall forthwith furnish a copy of its decision to the claimant, in
writing, setting forth the following:
(1) The specific reason or reasons for the denial of the claim;
(2) Specific references to the pertinent provision(s) of this Plan
on which such denial is based;
(3) If the denial was occasioned by the failure of the claimant to
furnish any necessary information, a description of the
additional information necessary for the claimant to perfect the
claim and an explanation of why such material or information is
necessary; and
(4) Appropriate information as to the steps to be taken if the
claimant wishes to submit the claim for review.
Any claimant whose application for a distribution has been denied may
appeal such denial by filing an appeal and request for review with
the Committee not later than sixty (60) days after the claimant's
receipt of the notice of denial of the claim. The Committee shall
then promptly review its decision, reconsidering the facts of the
case and taking into account any new or additional information which
may be submitted by the claimant, and shall render its decision not
later than sixty (60) days after receipt of the appeal and request
for review; provided, however, that in special circumstances, as
found the Committee, the Committee may by notice to the claimant
extend the time for its decision in order to permit processing or
otherwise meet the special circumstances, in which case the decision
shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after the receipt of the request for review. In
connection with such review, the claimant or the claimant's duly
authorized representative may review all pertinent documents and
records and may submit issues and comments in writing. The
Committee's decision on the appeal shall be reported to the claimant,
in writing, in the same manner as an original decision, and no
further appeal to the Committee shall be
Page 29<PAGE>
<PAGE>
permitted under this Plan."
4. The second unnumbered paragraph of subsection (h) of Section IV is
amended in its entirety, effective November 1, 1989, as follows:
"From and after November 1, 1989, a Participant may elect to have his Pre-
Tax Deposits and Pre-Tax Match Contributions invested either:
(1) 100% in any one of the three categories or 50% in each of any two of
the three categories specified in subclauses (1), (2), or (3) of
subsection (g) of this Section,
(2) 50% in the Common Stock of Laclede Gas Company and 50% in any one of
the three categories specified above, or 50% in the Common Stock of
Laclede Gas Company with 25% in each of any two of the three
categories specified above, or
(3) 100% in the Common Stock of Laclede Gas Company."
5. Subsection (d) of Section VI is amended in its entirety, effective
November 1, 1991, as follows:
"(d) Subject to paragraph (c) of Section VII, a Participant shall be 100%
vested in the portion of his Post-Tax Match Account, as of any
Anniversary Date, which is attributable to contributions made for a
Plan Year ending two or more years prior to such Anniversary Date.
With respect to Participants who were previously participants in the
Missouri Natural Gas Division of Laclede Gas Company Savings Plan and
for purposes of this paragraph (d), "Anniversary Date" means not only
each November 1 following April 15, 1989, but also each prior
November 1 when the Missouri Natural Gas Division of Laclede Gas
Company Savings Plan has been in effect."
Page 30<PAGE>
<PAGE>
6. Clause (ii) of subsection (a) of Section VII is amended in its
entirety, effective March 1, 1995, as follows:
"(ii) Payment of tuition, related educational fees, and room and
board expenses, for the next twelve (12) months of post-
secondary education for the Participant, or the Participant's
spouse, children or dependents."
ROBERT C. JAUDES
--------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
--------------------------------
Title: Senior Vice President -
Finance
Page 31
Date: February 21, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Laclede Gas Company Salary Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.
Page 32 <PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
1. Subsection 2.18 of Article II is amended to replace the phrase
"United States Internal Revenue Code of 1954" with "United States
Internal Revenue Code of 1986", effective October 22, 1986.
2. Article II is amended to add the following as subsections 2.12, 2.13
and 2.28 and to renumber accordingly the subsections 2.12 through
2.31, effective January 1, 1993, as follows:
"2.12 "Eligible Retirement Plan"
An Eligible Retirement Plan is an individual retirement account
described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section
401(a), that accepts an Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to a surviving spouse,
an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.
2.13 "Eligible Rollover Distribution"
An Eligible Rollover Distribution is any distribution of all or any
portion of the balance to the credit of the Participant, Beneficiary
or QDRO Payee. However, an Eligible Rollover Distribution does not
include: any minimum distribution required under Code Section
401(a)(9); the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); Salary
Deferral Contributions returned as a result of Code Section 415
limitations; corrective distributions of Salary Deferral
Contributions and/or Matching Contributions and any applicable
earnings thereon; loans treated as distributions under Code Section
72(p) and not excepted by Code Section 72(p)(2); loans in default
that are deemed distributions; and similar items designated by the
Commissioner of the Internal Revenue Service.
2.28 "QDRO Payee"
A QDRO Payee is an alternate payee under a qualified domestic
relations order as defined by Code Section 414(p)."
3. Article X is amended to add subsection (f) to Section 10.2 and to add
Section 10.7, effective January 1, 1993, as follows:
"(f) When a Participant, Beneficiary or QDRO Payee elects to receive
a distribution, he or she shall receive a notice as required by
Internal Revenue Service Regulation Section 1.411(a)-11(c) no
less than thirty (30) days and no more than ninety (90) days
before the date of distribution. If a distribution is one to
which Code
Page 33 <PAGE>
<PAGE>
Section 401(a)(11) and Code Section 417 do not apply, such
distribution may commence less than thirty (30) days after the
notice required under Internal Revenue Service Regulation
Section 1.411(a)-11(c) is given, provided that:
(i) the Administrator clearly informs the person requesting
the distribution that he or she has a right to a period of
at least thirty (30) days after receiving the notice to
consider the decision of whether or not to elect a
distribution, and
(ii) the person requesting distribution, after receiving the
notice, affirmatively elects a distribution.
10.7 Eligible Rollover Distributions
A Participant, Beneficiary or QDRO Payee who will receive an Eligible
Rollover Distribution from the Plan may instruct the Administrator to
make a direct rollover of such distribution to an Eligible Retirement
Plan. Eligible Rollover Distributions exceeding $200 in one calendar
year which are not directly rolled over will be subject to Federal
income tax withholding. The Administrator will establish procedures
and will provide forms to receive the necessary information to
accomplish the rollover. An Eligible Rollover Distribution which is
at least $500 may be split so that a portion is received and the
remainder is rolled over into one Eligible Retirement Plan;
distributions under $500 cannot be split. Distributions consisting
only of, and made only in, Company stock and cash (not exceeding
$200), in lieu of fractional shares, are not subject to mandatory
Federal withholding."
4. Effective September 1, 1989, the last sentence of subsection (f) of
Section 8.1 is amended as follows:
"As of September 1, 1989, the plans which could be considered part of the
Aggregation Group are:
(1) Employees' Retirement Plan of Laclede Gas Company - Management
Employees;
(2) Employees' Retirement Plan of Laclede Gas Company - Contract
Employees;
(3) The Laclede Gas Company Salary Deferral Savings Plan;
(4) The Laclede Gas Company Wage Deferral Savings Plan;
(5) Missouri Natural Gas Division of Laclede Gas Company Retirement
Income Plan;
Page 34<PAGE>
<PAGE>
(6) Missouri Natural Gas Division of Laclede Gas Company Savings
Plan;
(7) Missouri Natural Gas Division of Laclede Gas Company Dual
Savings Plan."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 35
Date: March 7, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Laclede Gas Company Salary Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.
Page 36<PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
1. Subsection (a) of Section 13.1 is amended in its entirety, effective
August 28, 1986, as follows:
"(a) The Company reserves the absolute right to modify or amend this Plan
in whole or in part, at any time and from time to time, effective as
of any specified current, prior or future date, by resolutions
adopted by the Company's Board of Directors, or, to the extent
delegated by the Board of Directors, by written instruments executed
by appropriate officers of the Company and delivered to the
Administrator. A certified copy of any resolution by the Board or
copy of any other amendment by the Company taking any such action
shall promptly be delivered to the Administrator and to the Trustee.
This Plan shall not, however, be modified or amended in any manner
which would (i) reduce the amount credited to a Participant's Account
unless such reduction is required in order to prevent the issuance by
the Internal Revenue Service of an adverse determination letter as to
the qualified status of the Plan under Code Section 401, or shall be
necessary in order to qualify the Trust by which this Plan is funded
as exempt from tax under Code Section 501, or to continue the
qualified status of such Trust; or (ii) permit any portion of the
Fund to be used for or diverted to purposes other than (A) for the
exclusive benefit of Participants, their Beneficiaries or estates,
and (B) for the administrative expenses of this Plan; or (iii) cause
any part of the Fund to revert to the Company (except as provided in
clause (i) above or in Section 17.1 of this Plan); or (iv) increase
the duties or liabilities of the Trustee without its consent;
provided, however, that any modification or amendment which would
result in the loss by the Plan of its qualified status under Code
Section 401, or in the loss by the Trust of its tax exempt status
under Code Section 501, shall be retroactively null and void as if
such amendment had never been made."
2. Subsection (b) of Section 10.4 is amended in its entirety, effective
August 5, 1993, as follows:
"(b) The loan shall be evidenced by a Promissory Note on a form
available from the Payroll Department and approved by the
Administrator, shall bear interest at a rate comparable to the
prevailing interest rate charged by commercial lenders for
similar loans, shall be secured by the Participant's Account,
and shall be repayable in installments, by payroll deductions,
over a period not to exceed five (5) years from the date of
such loan, or not to exceed ten (10) years in the case of a
loan for the purchase of the Participant's primary residence.
If the Participant is on unpaid leave, payments must be made
monthly and must be received by the Payroll Department no later
than three (3) workdays before the first calendar day of the
month for which the payment is being made. The note
Page 37<PAGE>
<PAGE>
shall be subject to repayment in whole or in part at any time
without premium or penalty and shall become due and payable in
full when the Participant ceases to be an Employee."
3. Subsection (c) of Section 3.1 is amended in its entirety, effective
October 1, 1994, as follows:
"(c) No Employee who is a member of a collective bargaining unit
covered by an agreement between employee representatives and
the Company shall become a Participant herein if retirement
benefits were the subject of good faith bargaining between the
employee representative(s) and the Company, except to the
extent agreed as a result of such bargaining."
4. The first unnumbered paragraph of Section 2.33 is amended in its
entirety, effective October 1, 1994, as follows:
"A twelve (12) month Service Period, consisting of at least 1,000
hours of service, with the Company, or Related Company as hereinafter
defined. All Years of Service, whenever achieved, shall be counted
for purposes of determining eligibility to become a Participant."
5. Clause (ii) of subsection (b) of Section 10.3 is amended in its
entirety, effective March 1, 1995, as follows:
"(ii) Payment of tuition, related educational fees, and room and
board expenses, for the next twelve (12) months of post-
secondary education for the Participant, or the Participant's
spouse, children or dependents."
6. A new subclause (viii) is added to subsection (c) of Section 10.3,
effective March 1, 1995, as follows:
"(viii) A Participant who receives a hardship distribution, as
provided in this subsection (c), or who has an outstanding
loan and receives a new loan to relieve a hardship, as
provided in subclause (iv) of this subsection (c), shall not
be permitted to make salary deferrals pursuant to this Plan
until the first payroll date of the calendar month following
the expiration of a twelve (12) month period after receipt of
Page 38<PAGE>
<PAGE>
either such hardship distribution or such new loan in lieu of
the hardship distribution. The Participant must give the
Administrator at least thirty (30) days advance notice to
resume salary deferrals."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 39
AMENDMENTS TO LACLEDE GAS COMPANY
INCENTIVE COMPENSATION PLAN
(this "Amendatory Document")
WHEREAS, the Board of Directors of Laclede Gas Company (this
"Corporation") has, at the Annual Meeting of said Board of Directors held
on January 26, 1995, amended the Laclede Gas Company Incentive Compensation
Plan (the "Incentive Compensation Plan"), effective on January 26, 1995, so
as to provide that awards of Share Units under such Incentive Compensation
Plan issued on or after January 26, 1995 shall not, in the case of an
Awardee of Share Units who later retires from the Company before attaining
the age of 65 years (other than by reason of death, Disability, or
following a hostile Change of Control), provide for the payment of post-
retirement Dividend Equivalents or Deferred Compensation from the Company
to such retired Awardee, unless such Awardee remains employed by the
Company for at least the following respective periods subsequent to the
date of the award of Share Units: two (2) years in the case of awards made
to Awardees who are at the date of award 61 years or older; four (4) years
in the case of Awardees who are at the date of award at least 55, but less
than 61 years of age; and five (5) years in the case of Awardees who are at
the date of award less than 55 years of age; and
WHEREAS, the Board of Directors has directed that a document be
prepared to reflect the foregoing amendments to the Incentive Compensation
Plan; and
WHEREAS, the Board of Directors has further directed that the
amendatory language set forth below in this Amendatory
Page 40<PAGE>
<PAGE>
Document shall become effective, as of January 26, 1995 with respect to all
awards made on or after that date, without the need for any further action
by the Board of Directors, when this Amendatory Document is signed by both
the President and any Senior Vice President of this Corporation; and
WHEREAS, this Amendatory Document is being prepared in a manner
whereby terms defined in the Incentive Compensation Plan shall have the
same meaning when used in this Amendatory Document, except, to the extent,
if any, to which any such identical meaning shall clearly be inappropriate
in the context of this Amendatory Document.
NOW, THEREFORE, the Incentive Compensation Plan is hereby amended
effective on January 26, 1995, with respect to all awards made under the
Incentive Compensation Plan on or after January 26, 1995.
1. The following new unnumbered paragraph is hereby added at the end
of Section V of the Incentive Compensation Plan:
"Notwithstanding the provisions of the final two sentences of the
immediately preceding unnumbered paragraph of this Section V, with
respect to awards made on or after January 26, 1995, an Awardee who
later retires before attaining the age of 65 years (other than by
reason of death or Disability, or following a hostile Change of
Control) shall not be entitled to post-retirement Dividend Equivalents
payable at any time after such Awardee's retirement, unless the
Awardee remains employed by the Company for at least the following
respective periods
Page 41<PAGE>
<PAGE>
(based on the Awardee's age at the date of the award of the Share
Units in question) subsequent to the date upon which the Share Units
are awarded:
Number of Years of Service
Required Following the
Age at Date of Award Date of Such Award
-------------------- ---------------------------
61 and older 2 years
at least 55, but less than 61 4 years
less than 55 5 years."
2. The following clarifying proviso is hereby added after the phrase
"such year" appearing at the end of the first sentence of Section VI of the
Incentive Compensation Plan.
;"provided that with regard to Share Units awarded on or after
January 26, 1995 the Deferred Compensation amount reflecting the
change in Consolidated Retained Earnings for the first fiscal year
taken into account in computing the Deferred Compensation amount shall
in no event be less than zero."
3. The following new unnumbered paragraph is hereby added at the end
of Section VI of the Incentive Compensation Plan:
"Notwithstanding any of the other provisions of this Section VI,
with respect to awards made on or after January 26, 1995, an Awardee
who later retires before attaining the age of 65 years (other than by
reason of death or Disability, or following a hostile Change of
Control) shall not be entitled to post-retirement Deferred
Compensation payable at any time after such Awardee's retirement,
unless the Awardee remains employed by the Company for at least the
following respective periods
Page 42<PAGE>
<PAGE>
(based on the Awardee's age at the date of the award of the Share
Units in question) subsequent to the date upon which the Share Units
are awarded.
Number of Years of Service
Required Following the
Age at Date of Award Date of Such Award
-------------------- ---------------------------
61 and older 2 years
at least 55, but less than 61 4 years
less than 55 5 years."
4. Words and phrases used herein, except to the extent, if any, that
the context of a particular usage clearly requires otherwise, shall have
the same meaning as in the Incentive Compensation Plan. Without limiting
its generality, the foregoing sentence shall apply to all terms defined in
the Incentive Compensation Plan.
IN WITNESS WHEREOF, the President and Senior Vice President-Finance of
this Corporation have executed this Amendatory Document on this 23rd day of
March, 1995, which Amendatory Document shall be effective as of January 26,
1995, and shall apply (and be limited) to, all awards made on or after
January 26, 1995 under the Incentive Compensation Plan.
LACLEDE GAS COMPANY
By: ROBERT C. JAUDES
---------------------------
Robert C. Jaudes, Chairman
of the Board, President and
Chief Executive Officer
By: ROBERT J. CARROLL
-----------------
Robert J. Carroll, Senior
Vice President-Finance and
Chief Financial Officer
Page 43
Date: February 21, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Employees' Retirement Plan of Laclede Gas Company - Management
Employees as set forth in the attached exhibit, such amendment to be
effectuated and evidenced by our signatures on said exhibit.
Page 44<PAGE>
<PAGE>
AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF
LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
1. Article I is amended to add subsections 36. through 39. to Section
1.1, effective January 1, 1993, as follows:
"36. "Internal Revenue Code" or "Code" means the United States Internal
Revenue Code of 1986, as amended (Title 26 of the United States
Code). All references to specific sections of the Internal Revenue
Code shall be deemed to be references to such sections as they may be
amended or superseded, and to the corresponding sections or
provisions, if any, of any subsequent United States Internal Revenue
Code, as appropriate at the time or reference.
37. "Eligible Rollover Distribution" means any distribution of all or any
portion of the balance to the credit of the Employee, Designated
Beneficiary, Designated Dependent, or QDRO Payee. However, an
Eligible Rollover Distribution does not include: any distribution
that is one of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life expectancy)
of the distributee or the joint lives (or joint life expectancies) of
the Employee, Designated Dependent and/or QDRO Payee, as applicable;
any minimum distribution required under Code Section 401(a)(9); and
similar items designated by the Commissioner of the Internal Revenue
Service.
38. "Eligible Retirement Plan" means an individual retirement account
described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section
401(a), that accepts an Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to a surviving spouse,
an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.
39. "QDRO Payee" means an alternate payee under a qualified domestic
relations order as defined by Code Section 414(p)."
2. The Title of Article IV is changed to read "OPTIONAL FORMS OF
RETIREMENT ALLOWANCES, CONTINUATION OF RETIREMENT ALLOWANCES TO
DESIGNATED DEPENDENT AND DISTRIBUTIONS TO QDRO PAYEE", effective
January 1, 1993.
Page 45<PAGE>
<PAGE>
3. Article IV is amended to add Section 4.6, effective January 1, 1993,
as follows:
"Section 4.6 - Eligible Rollover Distributions
An Employee, Designated Beneficiary, Designated Dependent, or QDRO Payee
who will receive an Eligible Rollover Distribution from the Plan may
instruct the Retirement Board to make a direct rollover of such
distribution to an Eligible Retirement Plan. The Retirement Board will
establish procedures and will provide forms to receive the necessary
information to accomplish the rollover. An Eligible Rollover Distribution
which is at least $500 may be split so that a portion is received and the
remainder is rolled over into one Eligible Retirement Plan."
4. Effective September 1, 1989, the last sentence of subsection (h) of
Section 15.7 is amended as follows:
"As of September 1, 1989, the plans which could be considered part of the
Aggregation Group are:
(1) Employees' Retirement Plan of Laclede Gas Company - Management
Employees;
(2) Employees' Retirement Plan of Laclede Gas Company - Contract
Employees;
(3) The Laclede Gas Company Salary Deferral Savings Plan;
(4) The Laclede Gas Company Wage Deferral Savings Plan;
(5) Missouri Natural Gas Division of Laclede Gas Company Retirement
Income Plan;
(6) Missouri Natural Gas Division of Laclede Gas Company Savings
Plan;
(7) Missouri Natural Gas Division of Laclede Gas Company Dual
Savings Plan."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
------------------------------
Title: Senior Vice President -
Finance
Page 46
Date: March 7, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Robert J. Carroll (as Senior
Vice President - Finance of Laclede Gas Company), pursuant to resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Employees' Retirement Plan of Laclede Gas Company - Management
Employees as set forth in the attached exhibit, such amendment to be
effectuated and evidenced by our signatures on said exhibit.
Page 47<PAGE>
<PAGE>
AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF
LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
1. Section 14.1 is amended in its entirety, effective August 28, 1986,
as follows:
"Section 14.1 - Amendment
The Company reserves the right to modify or amend the Plan or any of its
provisions from time to time by resolutions adopted by the Company's Board
of Directors, or, to the extent delegated by the Board of Directors, by
written instruments executed by appropriate officers of the Company and
delivered to the Retirement Board. No modification or amendment shall be
made which would, without written consent of the Trustee, increase its
duties or liabilities. No modification or amendment shall adversely affect
the amount of any Employee's Accrued Benefit or any Retiree's pension
payment, unless such amendment is necessary to enable the Plan or Trust
Agreement to retain its qualified status under Code Section 401."
2. A sentence is added at the end of the second unnumbered paragraph of
Section 13.6, effective October 1, 1989, as follows:
"Qualified Domestic Relations Orders shall be handled pursuant to
procedures established by the Retirement Board."
3. A new Section 4.7 is added, effective October 1, 1989, as follows:
"Section 4.7 - Distribution to QDRO Payee
Distribution to a QDRO Payee shall be made in any form in which benefits
may be paid pursuant to the Qualified Domestic Relations Order and in
accordance with the terms of the Plan (other than in the form of a joint
and survivor annuity with respect to the QDRO Payee and his or her
subsequent spouse), at the QDRO Payee's election, by requesting such
distribution on a form provided by the Retirement Board, at least thirty
(30) days, but not more than ninety (90)
Page 48<PAGE>
<PAGE>
days, before distribution is to be made. Distribution to the QDRO Payee
may be made pursuant to the Qualified Domestic Relations Order on or after
the earliest date on which the Employee could receive a distribution if the
Employee separated from service."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
--------------------------------
Title: Senior Vice President -
Finance
Page 49
January 18, 1995
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza, 13th Floor
800 Market Street
St. Louis, Missouri 63102
Gentlemen:
In order to help finance our construction through January 31, 1996,
and to provide funds for general corporate purposes, we are asking you to
make available to us until January 31, 1996, bank credit in the amount of
$10,000,000.00.
Notes issued under this agreement shall mature not more than ninety
(90) days from date. Notes maturing after January 31, 1996, may be renewed
in whole or in part provided no note shall mature later than June 30, 1996.
The notes shall bear interest at your lowest rate extended to the most
credit-worthy commercial and industrial borrowers for ninety (90) day
maturities effective at the time of each borrowing or renewal. Interest
shall be payable at maturity or on the date of any prepayment. Notes
issued under this agreement may be prepaid at any time without penalty.
It is understood that any loans obtained by any subsidiary of Laclede
Gas Company whether or not they are guaranteed by Laclede Gas Company are
excluded from this agreement and shall not be charged against the credit
stated above.
Nothing in this letter is intended to alter the arrangements set forth
in the agreement dated October 18, 1994, or the availability of up to
$17,500,000.00 of advances thereunder from The Boatmen's National Bank on
the terms set forth in said October 18, 1994 agreement.
If the foregoing is acceptable to you, will you kindly sign in the
space indicated below, and this shall then constitute an agreement between
us.
Yours very truly,
LACLEDE GAS COMPANY
By V.O.STEINBERG
--------------------------------
V.P.-Treasurer & Asst. Secretary
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By THOMAS C. GUYTON
----------------
Thomas C. Guyton
VOS/dkk
Page 50
January 18, 1995
Mr. Vernon O. Steinberg
Vice President, Treasurer & Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Mo. 63101
Dear Mr. Steinberg:
Commerce Bank, N.A., ("Bank") is pleased to offer a line of credit to
Laclede Gas Company ("Borrower") under the following terms and conditions.
Accordingly, our officers may, at their discretion, make short-term loans
to Laclede Gas Company up to $10,000,000 on such terms as may be mutually
agreed upon from time to time.
Purpose: Working capital.
Amount: Up to $10,000,000 (Ten Million Dollars).
Interest
Rate: Prime rate of Bank or such lesser rate that may be agreed
upon at the time of funding.
Term: Until January 31, 1996.
Method of
Borrowing &
Repayment: Advances shall be evidenced by separate notes and each
note issued under this arrangement shall mature not more
than ninety (90) days from note date. Notes maturing
after January 31, 1996, may be renewed in whole or part
provided no note matures later than June 30, 1996.
Interest shall be payable at maturity or on the date of
any prepayment. Notes issued under this arrangement may
be prepaid at any time without penalty.
Collateral: Unsecured.
Page 51<PAGE>
<PAGE>
Vernon O. Steinberg
January 18, 1995
Page 2
Other: Execution of note(s) in form acceptable to Bank. It is
understood that any loans obtained by any subsidiary of
Borrower whether or not they are guaranteed by Borrower
are excluded from this agreement and shall not be charged
against the amount stated above.
Oral agreements or commitments to loan money, extend credit or to forbear
from enforcing repayment of a debt, including promises to extend or renew
such debt, are not enforceable. To protect you (borrower(s)) and us
(creditor) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing, which is the complete
and exclusive statement of the agreement between us as we may later agree
in writing to modify it. By signing below, you and we agree that there are
no unwritten oral agreements between us.
This offer shall automatically expire upon the Borrower's failure to accept
this offer within 15 days of the date of this letter.
If the aforementioned terms and conditions are satisfactory, please
indicate the Borrower's acceptance and approval of same by signing and
returning the original of this letter. We are pleased to be able to
provide this service and look forward to expanding our relationship.
Sincerely,
Fred H. Entrikin, III
- ---------------------
Fred H. Entrikin, III
Senior Vice President
FHE/db
Accepted and approved this 18th day of January, 1995.
Laclede Gas Company
By: V. O. Steinberg
-----------------------------
V.P.-Treasurer & Asst. Sec'y
Page 52
January 18, 1995
Mr. Vernon O. Steinberg
Treasurer and Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
Dear Vernon:
Mercantile Bank of St. Louis N.A. is pleased to provide a $10,000,000 line
of credit maturing January 31, 1996 to Laclede Gas Company for general
corporate purposes and for commercial paper backup.
All borrowings will be priced, at your option, at Mercantile's Prime rate,
floating, IBOR adjusted + 3/8%, or CD's adjusted + 1/2% for available
maturities to 90 days. Notes issued under this line shall not exceed 90
days. If a note is outstanding with a maturity after January 31, 1996, the
note may be renewed in whole or in part provided no note shall mature later
than June 30, 1996.
Interest shall be payable at maturity or on date of prepayment. Interest
shall be computed on the basis of actual 365/366 for prime borrowings and
actual 360 basis for IBOR or CD loans. Notes issued may be prepaid at any
time without penalty, subject to standard funding loss provisions.
We may terminate this agreement at any time if we determine, in good faith,
that we are not satisfied with your conditions, operations or performance,
financial or otherwise.
It is understood that any loans obtained by any subsidiary of Laclede Gas
Company, whether or not they are guaranteed by Laclede Gas Company, are
excluded from this agreement and shall not be charged against the line of
credit described above.
Nothing in this letter is intended to alter the arrangements set forth in
the agreement dated October 18, 1994, or the availability of up to
$17,500,000 of advances thereunder from Mercantile Bank of St. Louis N.A.
on the terms set forth in said October 18, 1994 agreement.
Page 53<PAGE>
<PAGE>
Mr. Vernon O. Steinberg
Laclede Gas Company
January 18, 1995
Page 2
We appreciate the opportunity to service your credit needs and to continue
the longstanding relationship between our companies. If the foregoing is
acceptable to you, please sign and date below.
Sincerely,
John A. Holland
- ---------------
John A. Holland
Vice President
Accepted this 18th day of January, 1995.
LACLEDE GAS COMPANY
By: Vernon O. Steinberg
-----------------------------------
Name: Vernon O. Steinberg
---------------------------------
Title: Treasurer & Assistant Secretary
--------------------------------
Page 54
January 18, 1995
Mr. Vernon O. Steinberg
Vice President-Treasurer
& Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Dear Vern:
In order to provide funds for general corporate purposes, we are happy to make
available to you until January 31, 1996, a line of credit in the amount of
$10,000,000. Accordingly, our officers may, at their discretion, make short
term loans to Laclede Gas Company up to $10,000,000 on such terms as may be
mutually agreed upon from time to time.
Notes issued under this arrangement shall mature not more than ninety (90)
days from date of issuance. Notes maturing after January 31, 1996 may be
renewed in whole or in part provided no notes matures later than June 30,
1996. Interest shall be payable at maturity or on the date of any prepayment.
Notes issued under this arrangement may be prepaid at any time without
penalty.
We ask that you continue to supply us with current financial and other
information, which current information will be furnished to the Bank as it may
from time to time reasonably request.
It is understood that any loans obtained by any subsidiary of Laclede Gas
Company whether or not they are guaranteed by Laclede Gas Company are excluded
from this arrangement and shall not be charged against the credit stated
above.
Nothing in this letter is intended to alter the arrangement set forth in the
agreement dated October 18, 1994 or the availability of up to $35,000,000 of
advances thereunder from Chemical Bank on the terms set forth in said
October 18, 1994 Agreement.
We continue to appreciate the opportunity to do business with Laclede.
Very truly yours,
Ronald Potter
- -----------------
Ronald Potter,
Managing Director
Page 55
March 1, 1995
Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: Mr. Robert Gillham
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63166-0236
Attention: Mr. Thomas Guyton
Mercantile Bank of St. Louis National Association
Eighth & Locust, 12th Floor
P.O. Box 524
St. Louis, Missouri 63101
Attention: Mr. John A. Holland
Ladies and Gentlemen:
Re: Amendment and Further Extension of line of credit agreement Dated
October 18, 1993, as amended and extended by letter of Amendment
and Extension dated April 18, 1994, and further amended and
extended by letters of Amendment and Further Extension dated
August 18, 1994 and October 18, 1994, among Laclede Gas Company
("Laclede"), Chemical Bank ("Chemical"), The Boatmen's National
Bank of St. Louis ("Boatmen's") and Mercantile Bank of St. Louis
National Association ("Mercantile") (said banks being hereinafter
collectively called the "Banks" and said line of credit agreement,
as thus amended and extended, being hereinafter called the "Line
of Credit Agreement").
This amendatory agreement will confirm our agreement to further amend and
extend the above-referenced Line of Credit Agreement from March 1, 1995 to
September 1, 1995 on the same terms and conditions set forth in the original
Line of Credit Agreement as amended and extended on April 18, 1994, August 18,
1994 and October 18, 1994; subject only to the modifications expressly set
forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs shall
be effective on March 1, 1995.
Page 56<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1995
2
1. New Maximum Amounts of Advances. The combined aggregate
principal amount of Advances at any time outstanding from any Bank under
the Line of Credit Agreement shall not, on or after March 1, 1995, exceed
the amount set forth opposite the name of such Bank below (such Bank's
"Maximum Amount"), and shall be in a combined aggregate principal amount
at any time outstanding which shall not exceed $50 million:
Name of Bank Maximum Amount
------------ --------------
Chemical $25,000,000
Boatmen's $12,500,000
Mercantile $12,500,000
2. New Termination Date. The phrase "Termination Date" as defined
in the Line of Credit Agreement is hereby amended from March 1, 1995 to
September 1, 1995. Accordingly, all references in the Line of Credit
Agreement to the Termination Date shall hereafter refer to September 1,
1995.
3. New Form of Note. Each executed Note in the form of Exhibit
A to the Line of Credit Agreement, as previously amended, as to which no
sums are then due and payable thereunder shall be returned to Laclede
immediately for cancellation, upon the holder Bank's receipt of an
executed Note to that Bank in the form attached as Exhibit A to this
amendatory agreement.
4. Absence of Material Adverse Change. The making of Advances
under the Line of Credit Agreement as amended by this letter agreement
is also subject to the absence of any material adverse change since
December 31, 1994, in the financial condition of Laclede.
5. Interest Rate on LIBO Rate Advances; Facility Fee Rate. The
interest rate on LIBO Rate Advances and the Facility Fee shall remain as
specified respectively in Paragraphs 3 and 4 of the letter of Amendment
and Extension dated August 18, 1994.
6. Ratification of Remainder of Line of Credit Agreement. Subject
only to the amendments expressly set forth in numbered Paragraphs 1
through 5 above, the Line of Credit Agreement is hereby ratified,
confirmed and approved in all respects.
Please indicate your acceptance of the terms of this amendatory agreement
by signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the
Page 57<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1995
3
original of this letter. This letter may be executed in counterparts, each
of which shall be an original, and all of which when taken together, shall
constitute one agreement which shall extend and amend the Line of Credit
Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
-----------------------
Name: Vernon O. Steinberg
----------------------
Title: V.P.-Treas. & Asst. Secy.
-------------------------
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By: Jaimin Patel
Name: Jaimin Patel
Title: Vice-President
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: Thomas C. Guyton
Name: Thomas C. Guyton
Title: Vice-President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: John Holland
Name: John Holland
Title: Vice-President
Page 58
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 422,873
<OTHER-PROPERTY-AND-INVEST> 23,010
<TOTAL-CURRENT-ASSETS> 116,083
<TOTAL-DEFERRED-CHARGES> 61,992
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 623,958
<COMMON> 17,616
<CAPITAL-SURPLUS-PAID-IN> 5,651
<RETAINED-EARNINGS> 190,795
<TOTAL-COMMON-STOCKHOLDERS-EQ> 214,062
1,960
0
<LONG-TERM-DEBT-NET> 154,245
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 53,000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 202,456
<TOT-CAPITALIZATION-AND-LIAB> 623,958
<GROSS-OPERATING-REVENUE> 313,830
<INCOME-TAX-EXPENSE> 14,754
<OTHER-OPERATING-EXPENSES> 262,625
<TOTAL-OPERATING-EXPENSES> 277,379
<OPERATING-INCOME-LOSS> 36,451
<OTHER-INCOME-NET> 781
<INCOME-BEFORE-INTEREST-EXPEN> 37,232
<TOTAL-INTEREST-EXPENSE> 9,953
<NET-INCOME> 27,279
49
<EARNINGS-AVAILABLE-FOR-COMM> 27,230
<COMMON-STOCK-DIVIDENDS> 9,752
<TOTAL-INTEREST-ON-BONDS> 6,272
<CASH-FLOW-OPERATIONS> 32,850
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.73
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 59
</TABLE>
