<PAGE>
RULE NO. 424(b)(1)
REGISTRATION NO. 33-58757
PROSPECTUS
- ----------
1,550,000 SHARES
LACLEDE GAS COMPANY
COMMON STOCK
$1.00 PAR VALUE
----------------
Laclede Gas Company (the "Company") is offering hereby 1,550,000 shares (the
"Shares") of its common stock, par value $1 per share ("Common Stock"). The
Common Stock is traded on the New York and Chicago Stock Exchanges (Symbol:
LG). The last reported sale price of the Common Stock on the New York Stock
Exchange on May 15, 1995 was $19 per share. See "COMMON STOCK--DIVIDENDS AND
PRICE RANGE."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................................. $19.00 $.78 $18.22
- --------------------------------------------------------------------------------
Total(3).................................. $29,450,000 $1,209,000 $28,241,000
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "UNDERWRITING."
(2) Before deducting expenses payable by the Company, estimated at $153,000.
(3) The Company has granted the several Underwriters an option, exercisable
within 30 days after the date of this Prospectus, to purchase up to 200,000
additional shares of Common Stock at the Price to Public less the
Underwriting Discount, solely to cover over-allotments, if any. If all of
such additional shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $33,250,000,
$1,365,000 and $31,885,000, respectively. See "UNDERWRITING."
----------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by the Underwriters, subject to approval
of certain legal matters by counsel for the Underwriters and certain
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the Shares will be made in New York,New York, on or about May 22,
1995.
----------------
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
----------------
The date of this Prospectus is May 15, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK AND CHICAGO STOCK
EXCHANGES, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at
the following Regional Offices: 7 World Trade Center, 13th Floor, New York, NY
10048; and 500 West Madison Street, Suite 1400, Chicago, IL 60661, at
prescribed rates. Reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, NY 10005 and the Chicago Stock
Exchange, 440 S. LaSalle Street, Chicago, IL, 60605, on which exchanges the
shares of the Common Stock are listed. This Prospectus is included as a part
of, but does not contain all information set forth in, the Registration
Statement and exhibits thereto relating to this offering that the Company has
filed with the Commission under the Securities Act of 1933, as amended (the
"1933 Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No. 1-
1822) pursuant to the 1934 Act are hereby incorporated in this Prospectus by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994 and March 31, 1995;
(c) The description of the Common Stock contained in the Company's
registration under Section 12 of the 1934 Act, including any amendment
or report updating such description; and
(d) The description of the Company's Common Stock Purchase Rights contained
in the Company's Form 8-A Registration Statement dated April 7, 1986.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the termination of the offering made by this Prospectus shall be deemed to be
incorporated herein by reference and to be part of this Prospectus from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND
ALL OF THE INFORMATION REFERRED TO ABOVE WHICH HAS BEEN INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH INFORMATION UNLESS
THEY ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH INFORMATION. REQUESTS
FOR SUCH INFORMATION SHOULD BE DIRECTED TO DONALD L. GODINER, SENIOR VICE
PRESIDENT, GENERAL COUNSEL AND SECRETARY, LACLEDE GAS COMPANY, 720 OLIVE
STREET, ST. LOUIS, MISSOURI 63101; TELEPHONE NUMBER (314) 342-0508.
2
<PAGE>
SUMMARY INFORMATION
The following information is qualified in its entirety by the detailed
information and financial statements (including notes thereto) included or
incorporated by reference herein. All share and per share amounts in this
Prospectus have been restated to reflect a two-for-one stock split effective in
February 1994. Unless indicated otherwise, all amounts in this Prospectus
assume that the Underwriters' over-allotment option will not be exercised.
THE COMPANY
The Company, a Missouri corporation organized in 1857, is a public utility
engaged in the retail distribution and transportation of natural gas. The
Company serves an area in eastern Missouri with a population of approximately
2.0 million, including the City of St. Louis, St. Louis County, and parts of
eight other counties. The Company serves approximately 600,000 customers, of
which 94% are residential.
A total of 978 million therms were sold and transported by the Company during
the 12 months ended March 31, 1995. Residential, commercial and industrial firm
sales accounted for approximately 82%, with natural gas transportation service
representing approximately 17% and interruptible gas sales representing
approximately 1%, of the total therms sold and transported by the Company.
The Company has paid cash dividends on its Common Stock since 1946.
The Company's principal executive offices are located at 720 Olive Street,
St. Louis, Missouri 63101; telephone (314) 342-0500.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered................ 1,550,000 shares(1)
Shares outstanding at May 15, 1995.. 15,797,644 shares(1)
Last reported sale price on May 15,
1995............................... $19
Common Stock price range, 365-day
high/low for the period ended May
15, 1995........................... $23 5/8-$18 1/4
Listings............................ New York and Chicago Stock Exchanges
(Symbol: LG)
Indicated annual dividend per
share(2)........................... $1.24
Use of Proceeds..................... 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.
</TABLE>
- --------
(1) Includes associated Common Stock Purchase Rights as described under
"DESCRIPTION OF COMMON STOCK--Common Stock Purchase Rights."
(2) Management expects to recommend to the Board of Directors, at a meeting in
May 1995, the declaration of a quarterly cash dividend of $.31 per share
payable on July 3, 1995 to holders of record on June 12, 1995. Purchasers
of shares of Common Stock offered hereby who are holders of record on such
record date will be entitled to receive this dividend when and if it is
declared.
3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION(A)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
TWELVE
MONTHS ENDED
MARCH 31 FISCAL YEAR ENDED SEPTEMBER 30
------------------ ----------------------------------
1995 1994 1994 1993 1992
-------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Operating Revenues...... $437,416 $530,106 $ 523,866 $ 503,948 $ 418,190
Utility Operating In-
come................... 36,245 37,146 37,618 40,409 32,111
Earnings Applicable to
Common Stock........... 18,834 21,831 22,120 25,070 18,177
Average Number of Common
Shares Outstanding
(000).................. 15,690 15,586 15,619 15,586 15,586
Earnings Per Common
Share.................. $ 1.20 $ 1.40 $ 1.42 $ 1.61 $ 1.17
Dividends Declared Per
Common Share........... 1.23 1.22 1.22 1.215 1.20
BALANCE SHEET DATA (at
end of period)
Total Assets............ $625,723 $629,952 $ 608,295 $ 515,312 $ 470,463
Net Utility Plant....... 422,873 399,090 411,677 390,826 367,287
Long-Term Debt(b)....... 154,245 154,178 154,211 165,745 146,640
Redeemable Preferred
Stock.................. 1,960 1,960 1,960 1,960 1,960
Common Stock Equity..... 214,062 210,946 194,939 189,937 183,805
OTHER DATA
Heating Degree Days-Per-
cent Colder (Warmer)
than Normal............ (16)% --% (1)% 2% (15)%
<CAPTION>
MARCH 31, 1995
------------------------------------------
ACTUAL AS ADJUSTED(C)
------------------ ----------------------
<S> <C> <C> <C> <C>
CAPITALIZATION
Long-Term Debt.......... $154,245 41.7% $ 154,245 38.7%
Redeemable Preferred
Stock.................. 1,960 .5 1,960 .5
Common Stock Equity..... 214,062 57.8 242,150 60.8
-------- -------- ---------- ----------
Total Capitaliza-
tion............... $370,267 100.0% $ 398,355 100.0%
======== ======== ========== ==========
</TABLE>
- --------
(a) The Selected Consolidated Financial Information for the years ended
September 30, 1992, 1993 and 1994 was derived from audited financial
statements.
(b)Excludes current maturities and sinking fund requirements.
(c) As adjusted to reflect the net proceeds from the sale of the Shares. If the
Underwriters exercise in full their over-allotment option, Common Stock
Equity and Total Capitalization, each as adjusted, would be $245,794,000
and $401,999,000 respectively.
4
<PAGE>
RECENT RESULTS
Earnings for the quarter ended March 31, 1995 were $1.15 per share compared
with $1.19 per share for the quarter ended March 31, 1994. The weather for the
1995 quarter was 8% warmer than the second quarter of 1994, and 9% warmer than
normal.
Earnings for the six months ended March 31, 1995 were $1.73 per share
compared with $1.96 per share for the corresponding period of fiscal 1994. The
weather in that six-month period in fiscal 1995 was 17% warmer than the
corresponding period in the 1994 fiscal year, 17% warmer than normal and the
fourth warmest such period in this century.
Earnings for the twelve months ended March 31, 1995 were $1.20 per share
compared with $1.40 per share for the prior twelve-month period. The weather
for the twelve months ended March 31, 1995 was 17% warmer than the immediately
preceding twelve months, and 16% warmer than normal.
The decreases in earnings for all of the above periods, from the prior year
periods, were due to lower therm sales resulting from the abnormally warm
weather.
5
<PAGE>
SERVICE AREA AND TRANSMISSION PIPELINES
The following map depicts the counties in the eastern portion of Missouri in
which the Company provides service, together with the transmission pipelines of
Mississippi River Transmission Corporation and Missouri Pipeline Company that
connect to the Company's distribution system.
[MAP APPEARS HERE]
6
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Shares will be used to repay certain
outstanding short-term borrowings, to 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,
and/or for other corporate purposes. The net proceeds may be invested
temporarily in short-term interest-bearing securities.
COMMON STOCK--DIVIDENDS AND PRICE RANGE
The Company has paid dividends without interruption on shares of its Common
Stock since 1946. In November 1994, the Board of Directors increased the
Company's quarterly dividend from $.305 to $.31 per share, for an indicated
annual dividend rate of $1.24. Future cash dividends will depend upon future
earnings, the financial condition of the Company, capital requirements and
other factors. See "DESCRIPTION OF COMMON STOCK" for information concerning
certain restrictions on the payment of dividends on the Common Stock.
Management expects to recommend to the Board of Directors of the Company, at
a meeting in May 1995, the declaration of a quarterly cash dividend of $.31 per
share payable on July 3, 1995 to holders of record on June 12, 1995. Purchasers
of shares of Common Stock offered hereby who are holders of record on such
record date will be entitled to receive this dividend when and if it is
declared.
The following table sets forth the reported intra-day high and low prices per
share of the Company's Common Stock for each of the periods indicated, as
reported on the New York Stock Exchange Composite Tape, and the quarterly
dividends declared per share on the Common Stock in each such period (after
giving effect to the two-for-one stock split effective in February 1994).
<TABLE>
<CAPTION>
PRICE RANGE
-------------- DIVIDENDS DECLARED
FISCAL PERIOD HIGH LOW PER SHARE
- ------------- ------ ----- -------------------
<S> <C> <C> <C>
1993:
Quarter Ended December 31.............. $20 1/2 $ 17 7/8 $.30
Quarter Ended March 31................. 22 20 .30 1/2
Quarter Ended June 30.................. 23 5/8 21 1/2 .30 1/2
Quarter Ended September 30............. 25 23 3/8 .30 1/2
1994:
Quarter Ended December 31.............. $25 $23 $.30 1/2
Quarter Ended March 31................. 25 5/8 23 1/2 .30 1/2
Quarter Ended June 30.................. 24 5/8 21 .30 1/2
Quarter Ended September 30............. 22 3/4 20 5/8 .30 1/2
1995:
Quarter Ended December 31.............. $21 1/2 $ 18 1/4 $.31
Quarter Ended March 31................. 20 1/4 18 1/2 .31
Quarter Ending June 30 (through May
15)................................... 20 18 3/8
</TABLE>
As of May 11, 1995, the Company had 11,255 common shareholders of record.
A recent last reported sale price for the Common Stock on the New York Stock
Exchange is set forth on the cover page of this Prospectus. At March 31, 1995
the net book value per share of Common Stock was $13.59.
7
<PAGE>
The Company maintains a Dividend Reinvestment and Stock Purchase Plan (the
"Plan") under which record holders of Common Stock may elect to have their
Common Stock cash dividends reinvested in Common Stock at the then prevailing
market price. Generally, all shareholders with shares registered in their own
names are entitled to participate in the Plan. Participating shareholders may
also contribute optional amounts up to $30,000 per calendar year to the
purchase of additional shares of Common Stock. The Company pays all costs of
administering the Plan. Shareholders should obtain a prospectus with respect to
the Plan from the Plan agent, Boatmen's Trust Company, or the Company before
participating in the Plan. The Company reserves the right to suspend, modify,
amend or terminate the Plan at any time.
THE COMPANY
GENERAL
The Company is a public utility engaged in the retail distribution and
transportation of natural gas. It serves the City of St. Louis, St. Louis
County, the City of St. Charles and parts of St. Charles County, the town of
Arnold, and Jefferson, Franklin, St. Francois, Ste. Genevieve, Iron, Madison
and Butler Counties, all in eastern Missouri. The Company is subject to the
jurisdiction of the Missouri Public Service Commission (the "PSC"). As an
adjunct to its natural gas distribution and transportation business, the
Company operates underground natural gas storage fields and is engaged in the
transportation and storage of liquid propane. The Company was incorporated by a
special act of the General Assembly of the State of Missouri in 1857 as "The
Laclede Gas Light Company." In 1950 the Company's name was changed to "Laclede
Gas Company."
The Company's principal office is in St. Louis. The St. Louis metropolitan
area has recently been reported to be the 16th largest Standard Metropolitan
Statistical Area in the United States. Several Fortune 500 companies are
headquartered in the St. Louis area, and its economy consists of a diverse
range of industries, including aerospace, automobile assembly, chemical, and
food and beverage companies. The area also is a regional transportation center
for the midwest United States.
The Company provides service to approximately 600,000 customers, 94% of which
are residential customers using natural gas for heating and other household
purposes. With regard to the space and water heating market, management
believes that the Company has the predominant share of the existing residential
market in areas in which the Company currently provides gas service, and
approximately 98% of the new single home construction market in such areas, and
that these market shares have not materially changed in a number of years. For
the twelve months ended March 31, 1995, sales to residential customers
accounted for approximately 70% of the Company's revenues, with sales to
commercial and industrial customers accounting for approximately 26% of the
Company's revenues. The balance of the Company's revenues are primarily
attributable to the Company's gas transportation service to large commercial
and industrial customers. The tariff approved for this type of service produces
a margin similar to that which the Company would have received under its
regular sales rates. The Company has been able to maintain its position in the
residential, space-heating and water-heating markets, and effective price
competition exists primarily in the large industrial and commercial boiler fuel
market where coal is the principal competing form of energy.
As a result of the large proportion of residential heating sales relative to
total sales, the Company's operations are highly sensitive to seasonal weather
conditions. Historically, most of the Company's gas revenues and related
operating expenses occur during the winter heating season (November 1 to April
30 of each year). Accordingly, the predominant portion of the Company's annual
earnings are reported during the first and second quarters of each fiscal year
(the six months ending March 31). Results for both the third and fourth
quarters frequently show net losses, which reflect significantly lower gas
consumption during non-heating periods.
8
<PAGE>
Various items discussed above are reflected in the following table:
<TABLE>
<CAPTION>
TWELVE
MONTHS ENDED
MARCH 31 FISCAL YEAR ENDED SEPTEMBER 30
-------------------- -----------------------------------
1995 1994 1994 1993 1992
-------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
UTILITY OPERATING REVE-
NUES
(THOUSANDS OF DOLLARS)
Residential........... $306,554 $365,006 $363,058 $348,494 $ 281,325
Commercial & Industri-
al................... 112,630 144,543 142,042 136,462 117,744
Interruptible......... 1,734 1,898 1,966 2,455 2,684
Transportation........ 14,633 13,351 14,898 11,437 12,431
Exploration & Develop-
ment................. 1,840 1,390 1,600 1,488 1,392
Refunds & Other, Net.. 25 3,918 302 3,612 2,614
-------- --------- ---------- ---------- ---------
Total Utility Oper-
ating Revenues..... $437,416 $530,106 $523,866 $503,948 $ 418,190
======== ========= ========== ========== =========
THERMS SOLD &
TRANSPORTED (THOUSANDS)
Residential........... 543,672 618,148 610,858 619,055 547,964
Commercial & Industri-
al................... 255,050 296,012 289,168 293,211 275,983
Interruptible......... 5,644 5,390 5,760 6,803 7,848
Transportation........ 173,348 161,489 164,318 161,041 139,697
-------- --------- ---------- ---------- ---------
Total Therms Sold &
Transported........ 977,714 1,081,039 1,070,104 1,080,110 971,492
======== ========= ========== ========== =========
HEATING DEGREE DAYS
Actual................ 3,971 4,765 4,694 4,838 4,083
Percent Colder (Warm-
er) than Normal...... (16)% --% (1)% 2% (15)%
AVERAGE NUMBER OF CUS-
TOMERS
Residential........... 568,811 564,581 566,632 562,712 558,467
Commercial & Industri-
al................... 37,521 37,193 37,316 37,160 36,906
Interruptible......... 15 13 14 15 17
Transportation........ 124 115 119 113 107
-------- --------- ---------- ---------- ---------
Total............... 606,471 601,902 604,081 600,000 595,497
======== ========= ========== ========== =========
</TABLE>
CERTAIN RATE, GAS SUPPLY AND MISCELLANEOUS MATTERS
1994 Rate Proceeding
In January 1994, the Company filed for new rates with the PSC. In July 1994,
the PSC Staff, the Company and the other parties who had intervened in the rate
case reached a settlement that was approved by the PSC on August 22, 1994. The
settlement, which became effective on September 1, 1994, primarily authorized
higher general rates designed to increase revenues by $12.2 million annually. A
major part of the increase was granted in the form of a higher, flat, monthly
customer charge, which is not sensitive to weather variations.
The 1994 increase had only a minor impact on fiscal 1994 since it was
effective for only the last month of that fiscal year, but the increase will be
effective throughout fiscal year 1995.
Gas Supply
In recent years, the gas industry has undergone structural changes in
response to Federal regulatory policy intended to increase competition. In
1992, the Federal Energy Regulatory Commission (the "FERC")
issued Order 636, which required all interstate gas pipelines to provide
"unbundled," or separate, gas
9
<PAGE>
transportation and storage services and to discontinue their bundled merchant
sales operations, which included the gas acquisition function. Therefore, in
November 1993, in response to this restructured environment, the Company put in
place arrangements for the direct purchase of gas from producers and marketers
as well as for the transportation of such gas to its service territory. In
developing this supply portfolio, the Company has the twofold objective of
ensuring (1) that the gas supplies it acquires are dependable and will be
delivered when needed and (2) insofar as is compatible with such dependability,
that the gas purchased will be reasonably and economically priced.
The majority of the Company's gas supply, nearly 655,000 MMBtu per day, is
delivered by Mississippi River Transmission Corporation ("MRT"), an interstate
pipeline subsidiary of NORAM Energy Corporation. In addition to the firm
transportation contract it has with MRT, the Company has entered into an agency
agreement with MRT in which MRT's gas sales and services division is
responsible for many of the administrative functions it historically provided
to the Company. These functions include administering the Company's day-to-day
supply, transportation and storage arrangements. The Company's remaining
flowing gas supplies are delivered by Missouri Pipeline Company ("MPC"), a
subsidiary of Utilicorp United Inc. of Kansas City, Missouri. These firm
pipeline deliveries are supplemented by the Company's own market-based
underground storage and propane peak shaving capabilities. In addition, the
Company holds nearly 23.5 billion cubic feet ("Bcf") of underground storage
capacity on MRT's system, which it uses to level gas purchase volumes
throughout the year.
The overall structure of the Company's natural gas supply portfolio includes
both mid-continent and gulf coast gas sources which provide supply diversity to
take advantage of potential pricing differentials as well as to protect against
the possibility of regional supply disruptions. The Company utilizes various
types of short- and long-term purchase arrangements to meet its annual
requirements. All of its winter gas supply is purchased under firm contracts
currently ranging in duration from four months (one winter period) to five
years. Four of its larger volume contracts have greater than one year terms and
comprise nearly 40% of the Company's peak winter flowing gas supply. The
suppliers which make up this essential component of the Company's portfolio
are: Amoco, Enron, Mobil and Vastar (formerly ARCO), which are among the
largest producer/marketers of natural gas in the United States. The Company
also has an agreement with Vesta Natural Gas Company ("Vesta") to purchase and
deliver (through MPC) up to 55,000 MMBtu of gas per day, which is subject to
termination by either party, effective November 1, 1996, if either party gives
notice to the other that it is seeking a redetermination of the contract price,
and the parties are thereafter unable to arrive at a mutually acceptable
pricing arrangement. During April 1995, the Company notified Vesta that it is
seeking such price redetermination. The Company is considering such price
redetermination with Vesta, as well as other potential supply alternatives.
One MMBtu equals 1,000,000 Btus or 10 therms, and represents the heat content
of approximately 1,000 cubic feet of gas (one therm is equivalent to 100,000
Btus).
Miscellaneous
Laclede Pipeline Company, a wholly-owned subsidiary, owns and operates a
propane pipeline that connects to the Company's 800,000-barrel (approximately
33,000,000 gallons) propane storage facilities in St. Louis County, Missouri.
Liquid propane gas is ultimately vaporized and used during those periods of
operation when the natural gas supply has to be supplemented to meet the peak
demands of the distribution system.
The Company has engaged in the exploration for and development of natural gas
on a utility and non-utility basis, but this activity is not presently material
to the Company or its operations. Since 1968, the Company has also made
investments in other non-utility businesses as part of a diversification
program. The lines of business that constitute the non-utility activities of
the Company and its subsidiaries are not significant.
10
<PAGE>
DESCRIPTION OF COMMON STOCK
GENERAL
The Company is authorized by its Articles of Incorporation, as amended (the
"Articles"), to issue up to 50,000,000 shares of Common Stock, $1.00 par
value, of which 15,797,644 shares were issued and outstanding as of May 15,
1995.
The outstanding Common Stock is traded on the New York Stock Exchange and
Chicago Stock Exchange under the symbol LG.
The following are summaries relating to the Common Stock and the Company's
Common Stock Purchase Rights (the "Rights," the terms of which Rights are
hereinafter summarized under "--Common Stock Purchase Rights" below); of
certain features of the Company's $25 par value, 5% Series B Preferred Stock
(the "Series B Preferred Stock") and $25 par value, 4.56% Series C Preferred
Stock (the "Series C Preferred Stock") (all shares of the Company's Preferred
Stock, regardless of series, and whether now or hereafter outstanding, being
referred to collectively as the "Preferred Stock"); and of certain provisions
of the Articles, the General and Business Corporation Law of Missouri and the
Company's Mortgage and Deed of Trust dated as of February 1, 1945, as
supplemented and amended (the "Mortgage"), to Mercantile Bank of St. Louis
National Association. This summary of certain rights and privileges of the
holders of Common Stock and Rights does not purport to be complete and is
qualified in its entirety by reference to the Articles, the laws of the State
of Missouri, the Mortgage and, with respect to the Rights, the Rights
Agreement dated as of April 17, 1986 between the Company and The Boatmen's
National Bank of St. Louis, Rights Agent.
DIVIDEND RIGHTS
The Board of Directors may declare and pay dividends on the Common Stock out
of funds legally available therefor, subject to the following dividend
restrictions:
Each series of the Preferred Stock is entitled, in preference to the Common
Stock, to receive cumulative cash dividends at its respective designated rate
payable quarterly on March 31, June 30, September 30 and December 31 of each
year when and as declared by the Board of Directors out of funds legally
available therefor. Dividends on the Preferred Stock are cumulative.
Under the terms of the Company's Mortgage, so long as any of the bonds of
the 9 5/8% Series due May 15, 2013, the 8 1/2% Series due November 15, 2004,
the 8 5/8% Series due May 15, 2006, the 7 1/2% Series due November 1, 2007, or
the 6 1/4% Series due May 1, 2003, are outstanding, the Company will not (a)
declare any dividends (other than dividends in Common Stock) on any Common
Stock or order the making of any distribution on any shares of Common Stock or
to owners of Common Stock; or (b) purchase, redeem or otherwise acquire or
retire for value any shares of Common Stock, if the aggregate net amount
expended for such dividends, acquisitions and the like, after September 30,
1953, would exceed the sum of: (i) the Net Income Available for Common Stock
(as defined in the Mortgage) for the period beginning October 1, 1953 and
ending with the last day of the calendar quarter immediately preceding the
calendar quarter in which such dividend is declared, distribution ordered or
such other action is taken; and (ii) $8,000,000. The aggregate net amount of
the dividends and other restricted payments shall be determined by deducting
from the aggregate amount thereof the total amount of cash payments received
by the Company after September 30, 1953 for any shares of Common Stock sold by
the Company after that date.
As of March 31, 1995, the availability for distribution of the Company's
retained earnings was not impaired to any material extent by the restriction
described in the immediately preceding paragraph. As of December 31, 1994, up
to approximately $165,000,000 was thus available for distribution.
Under the Company's Articles, if the stated capital represented by all stock
junior to the Preferred Stock plus paid-in and capital surplus and retained
earnings is less than 25% of the total capitalization (such
11
<PAGE>
percentage was approximately 57.8% at March 31, 1995), no dividends (other than
stock dividends) will be paid on such junior stock unless (i) such dividend is
not more than 75% of the net earnings of the Company after provision for
dividends on the Preferred Stock outstanding, earned during the fiscal year in
which such dividend is declared and before the end of the quarter in which such
dividend is declared or (ii) such dividend together with all dividends on stock
junior to the Preferred Stock declared or paid since the earliest date of issue
of any of the then outstanding Preferred Stock aggregate not more than 75% of
the net earnings of the Company after provision for dividends on the Preferred
Stock outstanding earned between said earliest date of issue and the end of the
quarter in which such dividend is declared.
The Series B Preferred Stock provides for a sinking fund designed to retire
6,400 shares in each year, which commenced in 1962, and the Series C Preferred
Stock provides for such a fund designed to retire 4,000 shares annually, which
commenced in 1968. If the sinking fund requirements are not met, the Company
may not pay dividends on or acquire any Common Stock. However, to the extent
that net earnings (as defined) after dividends on the Preferred Stock are less
than such sinking fund requirements, the sinking fund payments may be reduced
and such reduction for such year is deemed an excused failure. No dividends may
be paid on Common Stock for the twelve months following an excused failure
unless the Company makes up the deficiency in the sinking fund payment.
VOTING RIGHTS
Except as hereinafter stated, the holders of the Common Stock are entitled to
one vote for each share of such Common Stock held of record at all stockholder
meetings, and such holders have the sole voting rights.
Holders of shares of any series of Preferred Stock are not entitled to vote
at any meeting of stockholders or election of Directors of the Company except
that whenever six quarterly dividends payable thereon shall be in default,
then, until no dividends on any Preferred Stock are in default, the holders of
the Preferred Stock of all series will be entitled to one vote per share on all
matters, except that with respect to the election of Directors such holders,
voting as a class, will have the right to elect the minimum number of Directors
required to constitute a majority of the full Board, with the minority of the
full Board being elected by the holders of Common Stock, voting as a separate
class. The foregoing provisions shall not be deemed to change the times for
electing Directors or the term of office of any Director both of which shall be
the same when said provisions are applicable as when they are not applicable.
Cumulative voting (determined in accordance with the procedure set forth
under Missouri law) is applicable to all elections of Directors including, but
not limited to, the elections referred to in the immediately preceding
paragraph.
The Company's Articles and By-Laws provide that the Board of Directors be
classified into three classes, with one class to be elected each year, and with
each class to be elected for a term of three years, and to be of a size as
nearly equal to the other classes as possible. Article IV of the Company's
Articles also provides that the number of members of the Board shall not be
less than nine nor more than twelve and that the entire Board may be removed,
with or without cause, by the affirmative vote of holders of at least two-
thirds of the shares of Common Stock outstanding and entitled to vote thereon.
Furthermore, less than the entire Board may be removed, with or without cause,
by a vote of holders of at least two-thirds of the shares of Common Stock
outstanding and entitled to vote thereon, except that no Director may be
removed by shareholders if the votes cast against such Director's removal would
be sufficient for election if then cumulatively voted at an election of the
class of Directors of which he is a member. In addition to the foregoing
description relating to removal by shareholder action, a director may also be
removed, under Missouri law, by a majority of the directors for failure to meet
qualifications for such director's election set forth in a corporation's
articles or by-laws, or for breach of any contract relating to such director's
service as a director or employee. Article IV of the Articles may be amended or
repealed only upon the affirmative vote of holders of at least two-thirds of
the shares of Common Stock outstanding and entitled to vote thereon.
12
<PAGE>
LIQUIDATION RIGHTS
Upon any dissolution, liquidation or winding up of the Company resulting in a
distribution to its stockholders, the holders of the Common Stock are entitled
to receive all assets remaining after the requisite payments have been made to
the holders of the Preferred Stock.
PREEMPTIVE OR OTHER SUBSCRIPTION RIGHTS
The Company's shares of Common Stock have limited preemptive rights. Article
III-B of the Company's Articles provides, in substance, that holders of shares
of the Company's Common Stock shall have no preemptive right to acquire any
shares of capital stock (or any securities convertible into shares of capital
stock) issued for money or other consideration unless the Board of Directors of
the Company determines to issue and sell Common Stock (or securities
convertible into Common Stock) solely for money and other than: (1) by a public
offering; (2) through underwriters who agree to promptly make a public
offering; or (3) pursuant to an authorization by holders of a majority of
outstanding Common Stock entitled to vote.
TRANSFER AGENT AND REGISTRAR
The registrar, transfer agent and dividend disbursing agent for the Company's
Common Stock and the Preferred Stock is Boatmen's Trust Company, Corporate
Trust Administration, P.O. Box 14737, St. Louis, Missouri 63178.
MISSOURI TAKEOVER STATUTES
Under Missouri law, a person (or persons acting as a group) who acquires 20%
or more of the outstanding stock of an "issuing public corporation" will not
have voting rights, unless: (i) such acquiring person satisfies certain
statutory disclosure requirements, and (ii) the restoration of voting rights to
such acquiring person is approved by the issuing public corporation's
shareholders. Additional shareholder approval is required to restore voting
rights when an acquiring person has acquired one-third and a majority,
respectively, of the outstanding stock of the issuing public corporation.
Missouri law also regulates a broad range of "business combinations" between
a "resident domestic corporation" and an "interested shareholder." "Business
combination" is defined to include, among other things, mergers,
consolidations, share exchanges, asset sales, issuances of stock or rights to
purchase stock and certain related party transactions. "Interested shareholder"
is defined as a person who (i) beneficially owns, directly or indirectly, 20%
or more of the outstanding voting stock of a resident domestic corporation or
(ii) is an affiliate of a resident domestic corporation and at any time within
the last five years has beneficially owned 20% or more of the voting stock of
such corporation. Missouri law prohibits a resident domestic corporation from
Engaging in a business combination with an interested shareholder for a period
of five years following the date on which the person became an interested
shareholder, unless the Board of Directors approved the business combination on
or before the date the person became an interested shareholder. Business
combinations after the five-year period following the stock acquisition date
are permitted only if (i) the Board of Directors approved the acquisition of the
stock prior to the acquisition date, (ii) the business combination is approved
by the holders of a majority of the outstanding voting stock (other than the
interested shareholder) and (iii) the consideration to be received by
shareholders meets certain statutory requirements with respect to form and
amount.
The Company is both an "issuing public corporation" and a "resident domestic
corporation" subject to the Missouri takeover statutes described above.
Missouri law defines each type of entity to include a Missouri
13
<PAGE>
corporation having (i) one hundred or more shareholders, (ii) its principal
place of business, principal office or substantial assets in Missouri and (iii)
certain prescribed percentages of stock ownership by Missouri residents.
BUSINESS COMBINATION PROVISION IN ARTICLES
Under Article VII of the Company's Articles, certain Business Combinations
(as defined in Article VII) involving the Company and any beneficial owner
directly or indirectly of 10% or more of the outstanding voting shares of the
Company (the "Substantial Shareholder") would generally require approval by the
affirmative vote of the greater of: (i) 80% of all of the Company's Common
Stock; or (ii) a majority of all such Common Stock not then owned directly or
indirectly by the Substantial Shareholder, plus all of such Common Stock then
owned directly or indirectly by the Substantial Shareholder (the greater of
clauses (i) and (ii) being hereinafter called the "Special Vote"); provided,
however, that only a two-thirds affirmative vote is required if: (1) the
transaction is approved by a majority of those Directors who were in office
prior to the time the Substantial Shareholder became such, or certain of their
successors (collectively, the "Continuing Directors"); or (2) the consideration
to be received per share by the shareholder of each class of stock in a
Business Combination is not less than the greatest of: (a) the highest per
share price paid by the Substantial Shareholder in acquiring any of the
Substantial Shareholder's shares; or (b) the Fair Market Value (as defined in
Article VII) of their shares on the date the merger or consolidation is
approved by the Board; or (c) the highest price then being offered per share in
any other bona fide offer outstanding on the date the Business Combination is
approved by the Board; and provided that in all cases certain proscribed
dividend actions have not occurred.
Article VII may be subsequently amended only by the Special Vote, unless: (a)
there is no Substantial Shareholder, and the amendment has been approved by a
majority of the Company's Board; or (b) there is a Substantial Shareholder and
the amendment has been approved by a majority of the Continuing Directors. In
the instances referred to in clauses (a) and (b) above, only the affirmative
vote of holders of a majority of the Common Stock would be required for
adoption of the amendment.
Article VII contains more detailed definitions of the terms "Substantial
Shareholder," "Continuing Director," "Business Combination" and "Fair Market
Value."
COMMON STOCK PURCHASE RIGHTS
On May 1, 1986, the Company distributed a dividend of one Right for each
outstanding share of Common Stock of the Company (other than shares held in the
Company's treasury) to shareholders of record at the close of business on May
1, 1986. Except as set forth below, each Right entitles the registered holder
to purchase from the Company one share of Common Stock at a price of $50 per
share (which price was adjusted from $100 per share to reflect the February
1994 stock split), subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and The Boatmen's National Bank of St.
Louis, as Rights Agent (the "Rights Agent").
Until the earlier of (i) ten days following the first to occur of (a) a
public announcement that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, 20% or more of the outstanding
shares of Common Stock (such person or group of affiliated or associated
persons who have made, or obtained the right to make, such acquisition being
hereinafter called an "Acquiring Person") and (b) the date on which the Company
first has notice or otherwise determines that a person has become an Acquiring
Person (the "Stock Acquisition Date") and (ii) ten days following the
commencement or announcement of an intention to make a tender offer or exchange
offer for 30% or more of the outstanding shares of Common Stock (the earlier of
the dates in clause (i) or (ii) above being called the "Distribution Date"),
the Rights will be evidenced, with respect to any Common Stock certificates
issued as of May 1, 1986 (other than shares held in the Company's treasury), by
such certificates. The Rights Agreement provides
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<PAGE>
that, until the Distribution Date, the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after May 1,
1986, upon transfer, new issuance or issuance from the Company's treasury of
the Common Stock, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any Common Stock certificates
outstanding as of May 1, 1986 will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will then evidence the Rights. The Rights are not
exercisable until the Distribution Date. The Rights will expire on May 1, 1996,
unless earlier redeemed by the Company, as described below.
The Purchase Price payable, and the number of shares of Common Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the issuance of Common Stock or rights to subscribe for shares
of Common Stock or securities convertible into Common Stock at less than the
then current market price of the Common Stock or (iii) upon the distribution to
holders of Common Stock of securities (other than those described in clause
(ii) above), evidences of indebtedness or assets (excluding regular periodic
cash dividends at a rate not in excess of 150% of the last cash dividend
theretofore paid or dividends payable in Common Stock).
In the event that, following the Distribution Date, the Company is acquired
in a merger or other business combination transaction or 50% or more of its
assets or earning power is sold, proper provision shall be made so that each
holder of a Right shall thereafter have the right to receive, upon the exercise
of the Right and payment of the Purchase Price, that number of shares of common
stock of the surviving or purchasing company (or, in certain cases, one of its
affiliates) which at the time of such transaction would have a market value of
two times the Purchase Price.
In the event that (i) the Company were the surviving corporation in a merger
with an Acquiring Person (or any affiliate or associate thereof) and shares of
its Common Stock were not changed or exchanged, (ii) an Acquiring Person, its
associates or its affiliates, were to engage in one of a number of transactions
with the Company specified in the Rights Agreement or (iii) a person, including
its affiliates or associates, were to become the beneficial owner of 40% or
more of the outstanding Common Stock, then each Right would entitle the holder
to purchase one share of Common Stock for one-third of the then market price of
the Common Stock.
Any Rights that are beneficially owned by an Acquiring Person or an affiliate
or an associate of an Acquiring Person will become null and void upon the
occurrence of any of the events described in the preceding paragraph and any
such holder of Rights will have no right to exercise such Rights from and after
the occurrence of such an event.
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least one percent in
the Purchase Price. No fractional shares will be issued. In lieu of fractional
shares, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time until the expiration of ten days following public announcement
that a person or group of affiliated or associated persons has acquired, or
obtained the right to acquire, 20% or more of the outstanding shares of Common
Stock, the Company may elect to redeem the Rights in whole, but not in part, at
a price of $.05 per Right. Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the Company shall make
announcement thereof, and the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption
price.
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<PAGE>
Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Commission and is
incorporated by reference as an exhibit to the Registration Statement of which
this Prospectus is a part. A copy of the Rights Agreement is available to
shareholders, free of charge, upon request to the Company.
MISCELLANEOUS
All of the outstanding shares of Common Stock are, and the shares of Common
Stock offered hereby will be, when issued and paid for, fully paid and non-
assessable.
The Company reserves the right to increase, decrease or reclassify its
authorized capital stock, or any class or series thereof, and to amend or
repeal any provisions in the Articles or in any amendment thereto in the manner
now or hereafter prescribed by law, subject to the limitations in the Articles;
and all rights conferred on the holders of Common Stock in the Articles or any
amendment thereto are subject to this reservation.
UNDERWRITING
The Underwriters named below (the "Underwriters"), acting through their
Representatives, Merrill Lynch, Pierce, Fenner & Smith Incorporated, A.G.
Edwards & Sons, Inc. and Smith Barney Inc., have severally agreed, subject to
the terms and conditions of the Underwriting Agreement with the Company, to
purchase from the Company the number of Shares set forth below opposite their
respective names. The Underwriters are committed to purchase all such Shares if
any are purchased. Under certain circumstances, the commitments of non-
defaulting Underwriters may be increased.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................... 288,668
A.G. Edwards & Sons, Inc. .......................................... 288,666
Smith Barney Inc. .................................................. 288,666
Dean Witter Reynolds Inc. .......................................... 64,000
Edward D. Jones & Co. .............................................. 64,000
Oppenheimer & Co., Inc. ............................................ 64,000
PaineWebber Incorporated ........................................... 64,000
Prudential Securities Incorporated.................................. 64,000
Stifel, Nicolaus & Company, Incorporated ........................... 64,000
Advest, Inc. ....................................................... 30,000
Dain Bosworth Incorporated ......................................... 30,000
Fahnestock & Co. Inc. .............................................. 30,000
Kemper Securities, Inc. ............................................ 30,000
Piper Jaffray Inc. ................................................. 30,000
Principal Financial Securities, Inc. ............................... 30,000
Rodman & Renshaw, Inc. ............................................. 30,000
George K. Baum & Company............................................ 15,000
Burns, Pauli & Co., Inc. ........................................... 15,000
Huntleigh Securities Corporation.................................... 15,000
Pauli & Company Incorporated ....................................... 15,000
Pryor, McClendon, Counts & Co., Inc. ............................... 15,000
Smith, Moore & Co. ................................................. 15,000
---------
Total.......................................................... 1,550,000
=========
</TABLE>
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<PAGE>
The Representatives of the Underwriters have advised the Company that they
propose initially to offer the Shares to the public at the Price to Public set
forth on the cover page of this Prospectus and to certain dealers at such price
less a concession not in excess of $.44 per share. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $.10 per share on
sales to certain other dealers. After the initial public offering, such
concession and discount may be changed.
The Company has granted the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase severally up to 200,000
additional shares of Common Stock, solely for the purpose of covering over-
allotments, if any, at the Price to Public less the Underwriting Discount set
forth on the cover page of this Prospectus. To the extent that the Underwriters
exercise this option, each of the Underwriters will have a firm commitment,
subject to certain conditions, to purchase approximately the same percentage of
additional shares of Common Stock that the number of shares to be purchased by
it, as shown in the foregoing table, bears to the 1,550,000 shares of Common
Stock offered hereby.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the 1933 Act, or contribute to
payments the Underwriters may be required to make in respect thereof.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby will be passed upon
by Gerald T. McNeive, Jr., Vice President, Associate General Counsel for the
Company. Certain legal matters will be passed upon for the Underwriters by
Winthrop, Stimson, Putnam & Roberts, New York, New York.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended September 30, 1994 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference (which report expresses an
unqualified opinion and includes an explanatory paragraph referring to changes
in methods of accounting for income taxes and postretirement benefits other
than pensions effective October 1, 1993), and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
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<PAGE>
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCOR-
PORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMA-
TION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURIS-
DICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HERE-
UNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain
Documents by Reference.................................................... 2
Summary Information........................................................ 3
Service Area and Transmission Pipelines.................................... 6
Use of Proceeds............................................................ 7
Common Stock--Dividends and Price
Range..................................................................... 7
The Company................................................................ 8
Description of Common Stock................................................ 11
Underwriting............................................................... 16
Legal Opinions............................................................. 17
Experts.................................................................... 17
</TABLE>
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1,550,000 SHARES
LACLEDE GAS COMPANY
COMMON STOCK
$1.00 PAR VALUE
---------------
P R O S P E C T U S
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MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
MAY 15, 1995
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