<PAGE>
FILED UNDER RULE NO. 424(b)(5)
REGISTRATION NO. 33-60996
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 21, 1993
$25,000,000
LACLEDE GAS COMPANY
FIRST MORTGAGE BONDS, 6 1/2% SERIES DUE NOVEMBER 15, 2010
Interest payable May 15 and November 15
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Interest on the First Mortgage Bonds, 6 1/2% Series due November 15, 2010
(the "New Bonds") is payable semiannually on May 15 and November 15 of
each year commencing May 15, 1996. The New Bonds are not redeemable
except through the operation of the maintenance and improvement
fund, or with certain deposited cash and proceeds of released
property if substantially all of the Company's property
subject to the lien of the Mortgage is taken by the
exercise of eminent domain or is sold to a governmental
body. See "Supplemental Description of New Bonds--
Redemption of New Bonds" herein.
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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 SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discount and Proceeds to
Public(1) Commissions Company(1)(2)
------------- ------------- -------------
<S> <C> <C> <C>
Per New Bond............................... 100% .513% 99.487%
Total...................................... $25,000,000 $128,250 $24,871,750
</TABLE>
(1) Plus accrued interest from November 15, 1995.
(2) Before deduction of expenses payable by the Company estimated at $98,000.
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The New Bonds are offered by the several Underwriters when, as and if issued
by the Company, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the New Bonds will be made on or about November 21, 1995.
CS First Boston ABN AMRO Securities (USA) Inc.
The date of this Prospectus Supplement is November 16, 1995.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW BONDS AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SUPPLEMENTAL DESCRIPTION OF NEW BONDS
The following description of the particular terms of the New Bonds
supplements the description of the general terms and provisions of the New
Bonds set forth in the accompanying Prospectus under the heading "Description
of New Bonds", to which description reference is hereby made. As used
hereinafter, the terms "Bonds", "Trustee" and "Mortgage" shall have the same
meanings as the same terms used under the heading "Description of New Bonds"
in the accompanying Prospectus.
INTEREST AND PAYMENT. The New Bonds will mature on November 15, 2010, will
bear interest at the rate shown in their title, and will be payable, on May 15
and November 15 commencing May 15, 1996, to the holders of record on the May 1
or November 1 next preceding each such payment date. Principal and interest
are payable in New York City or, at the option of the holder, in St. Louis,
Missouri.
REDEMPTION OF NEW BONDS. The New Bonds are not redeemable except, under
certain circumstances, by the application of cash deposited with the Trustee
as the result of the operation of the maintenance and improvement fund, or
with certain deposited cash and proceeds of released property if substantially
all of the Company's property subject to the lien of the Mortgage is taken by
an exercise of eminent domain or is sold to a governmental body or a designee
of a governmental body. In such cases, the cash deposited with the Trustee
shall be used to redeem Bonds, including the New Bonds, in whole or in part,
on at least 30 days' notice, at 100% of the principal amount thereof, together
with accrued interest thereon to the date fixed for redemption.
If, for a period of ten days after the redemption date, as set forth in the
notice of redemption, the redemption moneys are not on deposit with the
Trustee, such failure, if continued, shall constitute a completed default
under the Mortgage.
SINKING FUND. There will be no sinking fund with respect to the New Bonds.
RECENT DEVELOPMENTS
FINANCIAL RESULTS. The Company's consolidated results of operation for the
12 months ended September 30, 1995 were: Utility Operating Revenues -
$431,917,000; Net Income - $20,901,000; Earnings Applicable to Common Stock -
$20,804,000; and Earnings per Share of Common Stock - $1.27.
ENVIRONMENTAL. Reference is made to the Company's Annual Report for the year
ended September 30, 1994, incorporated in the accompanying Prospectus by
reference, for a description of an Administrative Order on Consent (the "AOC")
between the United States Environmental Protection Agency (the "EPA") and the
Company, which provides for a removal site evaluation and engineering
evaluation cost analysis of a former manufactured gas plant site still owned
by the Company. The investigative activities required by the AOC have been
completed and, on July 31, 1995, the Company submitted a draft removal site
evaluation report to the EPA, which concludes that no further action is
necessary. The EPA has advised that such overall conclusion may be premature
because the Company's report does not contain a full characterization of the
contaminants on certain small areas of the site. EPA has observed that a
limited removal program may be more reasonable than to continue to
characterize these areas in order to determine any actual degree of risk.
Although the Company and the EPA are further analyzing the site, if the
aforementioned limited removal action is taken, the cost thereof is estimated
by the Company to range from approximately $40,000 to as much as $125,000.
Based on currently available information, management believes that such costs,
together with EPA oversight costs and other associated legal and engineering
consulting costs relating to the site, would likely aggregate approximately
$600,000. At September 30, 1995, $375,000 of such amount has been paid and the
additional $225,000 has been reserved by the Company.
S-2
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In a separate matter, the Missouri Department of Natural Resources (the
"MoDNR") has advised the Company that it believes that hazardous substances
may be present on the site of a different former manufactured gas plant (which
was also used as the site of a coke facility), which site was sold by the
Company in 1950. The Company has made application to the MoDNR for the
placement of that site in the Missouri environmental remediation program, and
has offered to conduct a preliminary assessment and site evaluation
investigation to determine the nature and extent of any hazardous substances
that may be present on such site. The Company's application has been accepted
by MoDNR, subject to the Company's entering into an agreement regarding the
investigation and MoDNR oversight costs. The cost of such an investigation,
including MoDNR oversight costs and associated legal and engineering
consulting costs relating to that site, is estimated by the Company to be
approximately $75,000, for which the Company has established a liability
reserve. The Company has requested that other former owners and/or operators
participate in the cost of such an investigation, but none has as yet agreed
to do so, and the Company plans to seek reimbursement, if feasible, from such
parties and any other potentially responsible parties, as well as from its
insurers, to the extent practicable.
The Company is presently unable to evaluate or quantify further the scope or
cost of any environmental response activity.
USE OF PROCEEDS
The net proceeds to be received by the Company from the issuance and sale of
the New Bonds will be used for the repayment of certain outstanding short-term
borrowings and for the financing of, or reimbursement of the Company's
treasury for, expenditures incurred or to be incurred in connection with the
Company's construction program undertaken to maintain and expand its gas
service capabilities; and/or for other corporate purposes. The cost of the
Company's construction program during the period October 1, 1995 to September
30, 1996 is estimated to amount to $35,550,000. The construction program, its
cost and the amount and timing of financing required, if any, are necessarily
subject to change.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the five fiscal years
ended September 30, 1994, 1993, 1992, 1991 and 1990 are 3.1, 3.5, 2.7, 3.1 and
2.6, respectively. Such ratio for the twelve months ended June 30,
1995 is 2.6. For the purpose of computing such ratios, earnings consist of
income before income taxes and fixed charges, and, in the case of 1990, before
the cumulative effect in 1990 of a change in accounting for unbilled revenues.
Fixed charges consist of all interest expense and the interest component of
rentals, which is estimated to be one-third of such rentals.
EXPERTS AND LEGALITY
The legality of the New Bonds will be passed upon for the Company by Donald
L. Godiner, Senior Vice President, General Counsel and Secretary of the
Company, and for the Underwriters (as defined below) by Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York. However, all
legal matters pertaining to the organization of the Company, title to
property, franchises, and the lien of the Mortgage and all matters of Missouri
law will be passed upon only by Mr. Godiner.
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UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated November 16, 1995 (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters") have severally but not jointly
agreed to purchase from the Company the following respective principal amounts
of the New Bonds.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- -----------
<S> <C>
CS First Boston Corporation.................................. $12,500,000
ABN AMRO Securities (USA) Inc. .............................. $12,500,000
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Total.................................................... $25,000,000
===========
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all the New Bonds. The Underwriting Agreement provides
that, in the event of a default by an Underwriter, in certain circumstances
the purchase commitment of the non-defaulting Underwriter may be increased or
the Underwriting Agreement may be terminated.
The Company has been advised by the Underwriters that the Underwriters
propose to offer the New Bonds to the public initially at the public offering
price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession of .40% of the principal amount per
New Bond, and the Underwriters and such dealers may allow a discount of .25%
of such principal amount per New Bond on sales to certain other dealers. After
the initial public offering, the public offering price and concession and
discount to dealers may be changed by the Underwriters.
The New Bonds are a new issue of securities with no established trading
market. The Underwriters have advised the Company that one or more of them
intends to act as a market maker for the New Bonds. However, the Underwriters
are not obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the New Bonds.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act, or
contribute to payments which the Underwriters may be required to make in
respect thereof.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the New Bonds in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file
a prospectus with the securities regulatory authorities in each province where
trades of New Bonds are effected. Accordingly, any resale of the New Bonds in
Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction, and which may require resales to
be made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the New Bonds.
REPRESENTATIONS OF PURCHASERS
Each purchaser of New Bonds in Canada who receives a purchase confirmation
will be deemed to represent to the Company and the dealer from whom such
purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such New Bonds without the
benefit of a prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal and not as
agent, and (iii) such purchaser has reviewed the text above under "Resale
Restrictions".
S-4
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RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available,
including common law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal securities
laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such
persons in Canada or to enforce a judgment obtained in Canadian courts against
such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of New Bonds to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any New
Bonds acquired by such purchaser pursuant to this offering. Such report must
be in the form attached to British Columbia Securities Commission Blanket
Order BOR #88/5, a copy of which may be obtained from the Company. Only one
such report must be filed in respect of New Bonds acquired on the same date
and under the same prospectus exemption.
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