As Filed With The Securities and Exchange Commission On December 12, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
(Exact Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices)
MISSOURI 43-0368139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN
(Full title of the plan)
RALPH L. RUSSELL
DIRECTOR OF MARKETING
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
314-342-0500
(Name, address and telephone number of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Secu- offering aggregate Amount
rities to be Amount to be price offering of Regis-
Registered registered per Share(1) price(1) tration fee
______________ ____________ ____________ __________ ___________
Common Stock 50,000 shares $21.69 $1,084,500 $373.94
$1 per share par
value(2)
_______________________________________________________________________________
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based upon the
average of the high and low prices reported on New York Stock Exchange on
December 6, 1995.
(2) Also being registered hereunder are 50,000 Common Stock Purchase Rights to
accompany the shares of Common Stock being registered.
In addition pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
("Commission") by Laclede Gas Company ("Company") are incorporated by reference
into this registration statement.
1. Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1994.
2. Quarterly Reports of the Company on Form 10-Q for the fiscal quarters
ended December 31, 1994, March 31, 1995, and June 30, 1995.
3. Annual Report of the Missouri Natural Gas Division of Laclede Gas
Company Dual Savings Plan ("Plan") on Form 11-K for the fiscal year ended
October 31, 1994.
4. The description of the Common Stock contained in: (i) the Company's
registration under Section 12 of the Securities Exchange Act of 1934 ("1934
Act") including any amendment or report updating such description; and (ii) the
Company's registration statement on Form S-3 (File Number 33-58757), including
any amendment or report updating such description; and
5. 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 Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act subsequent to the date hereof and prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing 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.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Experts and Named Counsel.
Not Applicable.
Item 6. Indemnification of Directors & Officers.
Under Section 351.355 of The General and Business Corporation Law of
Missouri (the "Indemnification Statute"), the Company may indemnify any
director or officer or former director, officer, employee or agent of the
Company who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was an officer or director of the Company against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. If the action or suit is by or in the right of the
Company, (i) the Company may indemnify him against expenses, including
attorneys' fees and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest
of the Company, and (ii) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the court in which the action or
suit was brought determines upon application that the person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. The termination of an action, suit, or proceeding by judgment, order,
settlement, conviction or plea of nolo contendere does not, of itself, create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to criminal proceedings, had reasonable cause to
believe his conduct was unlawful.
The Indemnification Statute further provides that the Company has the
power to give any additional indemnity to any person who is or was a director,
officer, employee or agent, provided that such additional indemnity is
authorized by the articles of incorporation or any by-law or agreement of the
Company adopted by a vote of the stockholders; however, the Company shall not
indemnify any person from or on account of such person's conduct that was
finally adjudged to have been
2<PAGE>
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knowingly fraudulent, deliberately dishonest or willful misconduct.
The above is a general summary of the Indemnification Statute and is
subject in all cases to the specific and detailed provisions of The General and
Business Corporation Law of Missouri.
The Articles of Incorporation of the Company provide that the Company
shall indemnify each of its directors and officers to the full extent permitted
by the Indemnification Statute and, in addition, shall indemnify each of them
against all expenses incurred in connection with any claim by reason of the
fact that such director or officer is or was serving the Company, or at the
request of the Company, in any of the capacities referred to in the
Indemnification Statute, or arising out of such person's status in any such
capacity, provided that the Company shall not indemnify any person from or on
account of such person's conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct, or to the
extent that such indemnification shall otherwise be finally adjudged to be
prohibited by applicable law.
The Indemnification Statute further provides that the Company may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, against any liability asserted
against him and incurred by him in any such capacity. In accordance with this
section, the Company has obtained insurance protecting the officers and
directors against certain liabilities.
The Company has also entered into indemnification agreements with each of
its directors and officers that (i) provide for the indemnification of each
such director and officer to the extent provided for by the Articles of
Incorporation as described above and (ii) state that the indemnification
provided thereunder shall survive the elimination or modification of such
Articles of Incorporation with respect to claims that have arisen prior to such
elimination or modification.
The rights of indemnification provided for above are not exclusive of any
other rights of indemnification to which the persons seeking indemnification
may be entitled under the Articles of Incorporation or By-laws or any
agreement, vote of stockholders or disinterested directors, or otherwise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
An opinion of counsel is not being filed since the securities registered
are not original issuance securities and the Company has submitted (and will
submit) the Plan (and any amendment thereto) to the Internal Revenue Service
("IRS") in a timely manner and has (and will) make all changes required by the
IRS in order to maintain the Plan's qualified status.
Exhibit No. Description Exhibits
4.1 Articles of Incorporation of Laclede
Gas Company, filed as Exhibit 4(b) to
Laclede Gas Company's Registration
Statement on Form S-3, Registration
No. 33-52357, incorporated herein by
reference.
4.2 Rights Agreement between Laclede Gas
Company and The Boatmen's National
Bank of St. Louis, filed as Exhibit 1
to Form 8-A Registration Statement
dated April 7, 1986 (File No. 1-1822);
incorporated herein by reference.
23. Consent of independent certified
public accountants.
24. Power of Attorney of Directors of the
Company.
Item 9. Undertakings.
A. Rule 415 Offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of The Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and
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(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (A)(1)(i)
and (A)(1)(ii) of this section do not apply if the
registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or
Section 15(d) of The Securities Exchange Act of 1934 that
are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
H. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as
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expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on the 30th day
of November, 1995.
LACLEDE GAS COMPANY
By /s/ G. T. McNeive, Jr.
---------------------------
G. T. McNeive, Jr.
Senior Vice President - Finance -
Chief Financial Officer
6<PAGE>
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officer.
R. C. Jaudes Director, Chairman November 30, 1995
---------------------- of the Board,
R. C. Jaudes President and Chief
Executive Officer
Principal Financial and Accounting Officer.
/s/ G. T. McNeive, Jr. Senior Vice President- November 30, 1995
---------------------- Finance and Chief
G. T. McNeive, Jr. Financial Officer
A. B. Craig, III * Director November 30, 1995
----------------------
A. B. Craig, III
H. Givens * Director November 30, 1995
----------------------
H. Givens
M. A. Krey * Director November 30, 1995
----------------------
M. A. Krey
C. R. Holman * Director November 30, 1995
----------------------
C. R. Holman
W. E Nasser * Director November 30, 1995
----------------------
W. E Nasser
B. F. Schenk * Director November 30, 1995
----------------------
B. F. Schenk
R. P. Stupp * Director November 30, 1995
----------------------
R. P. Stupp
H. E. Trusheim * Director November 30, 1995
----------------------
H. E. Trusheim
*BY /s/ G. T. McNeive, Jr. November 30, 1995
- --------------------------
Attorney-in-fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Dual Savings Plan Committee has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Louis, State of Missouri, on the 30th day of November, 1995.
Missouri Natural Gas Division of
Laclede Gas Company Dual Savings
Plan
By: /s/ R. L. Russell
---------------------------------
R. L. Russell
Chairman of the Dual Savings Plan
and Director of Marketing
By: /s/ C. J. Thurman
---------------------------------
C. J. Thurman
Member of the Dual Savings Plan
Committee and Manager of Accounts
Receivable-Missouri Natural Gas
Division of Laclede Gas Company
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Form S-8
Exhibit Index
Exhibit No. Description
4.1 The Company's Articles of Incorporation, filed as
Exhibit 4(b) to the Company's Registration State-
ment on Form S-3, Registration No. 33-52357;
incorporated herein by reference.
4.2 Rights Agreement between the Company and The
Boatmen's National Bank of St. Louis, filed as
Exhibit 1 to Form 8-A Registration Statement
dated April 7, 1986 (File No. 1-1822);
incorporated herein by reference.
23. Consent of independent certified public
accountants.
24. Power of Attorney of Directors of the Company.
9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Laclede Gas Company and subsidiaries on Form S-8 of our report (which report
expresses an unqualified opinion and includes an explanatory paragraph
referring to the changes in methods of accounting for income taxes and
postretirement benefits other than pensions effective October 1, 1993) dated
November 17, 1994, appearing in the Annual Report on Form 10-K of Laclede Gas
Company and subsidiaries for the year ended September 30, 1994. We also
consent to the incorporation by reference in this Registration Statement of our
report dated March 17, 1995 appearing in the Annual Report on Form 11-K of
Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan for the
year ended October 31, 1994, respectively.
DELOITTE & TOUCHE LLP
December 12, 1995
POWER OF ATTORNEY
We, the undersigned Directors of Laclede Gas Company, hereby severally
constitute and appoint R. C. Jaudes, G. T. McNeive, Jr., D. L. Godiner and each
of them severally, with power of substitution, our true and lawful attorneys
orattorney, with full power to them and each of them to sign for us, and in our
names in the capacities indicated below, and to file with the Securities and
Exchange Commission, a Registration Statement on Form S-8, and any and all
amendments and post-effective amendments thereto, with all exhibits thereto
and other documents in connection therewith for the Missouri Natural Gas
Division of Laclede Gas Company Dual Savings Plan.
IN WITNESS WHEREOF, we have signed this Power of Attorney in the capacities
indicated on October 26, 1995.
Signature Title
--------- -----
/s/A. B. Craig, III Director
--------------------
A. B. Craig, III
/s/H. Givens, Jr. Director
--------------------
H. Givens, Jr.
/s/C. R. Holman Director
--------------------
C. R. Holman
/s/R. C. Jaudes Chairman of the Board, President
-------------------- and Chief Executive Officer
R. C. Jaudes
/s/M. A. Krey Director
--------------------
M. A. Krey
/s/W. E. Nasser Director
--------------------
W. E. Nasser
/s/B. F. Schenk Director
--------------------
B. F. Schenk
/s/R. P. Stupp Director
--------------------
R. P. Stupp
/s/H. E. Trusheim Director
--------------------
H. E Trusheim
