<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ________ to ________
Commission File Number 1-1822
LACLEDE GAS COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0368139
(State of Incorporation) (I.R.S. Employer
Identification Number)
720 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-0500
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes (X)
No ( )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
15,750,664 shares, Common Stock, par value $1 per share at 2/13/95.
Page 1 <PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
PART I
FINANCIAL INFORMATION
The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's Form 10-K for the year ended September 30, 1994.
Page 2<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(In Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended
December 31,
1994 1993
---- ----
<S> <C> <C>
Utility Operating Revenues $122,203 $167,245
--------------------
Utility Operating Expenses:
Natural and propane gas 65,467 104,143
Other operation expenses 18,904 21,243
Maintenance 4,581 4,621
Depreciation and amortization 5,830 4,786
Taxes, other than income taxes 9,303 10,209
Income taxes (Note 3) 4,130 6,622
--------------------
Total Utility Operating Expenses 108,215 151,624
--------------------
Utility Operating Income 13,988 15,621
Miscellaneous Income and Income Deductions - Net
(less applicable income taxes) (Note 3) 162 319
--------------------
Income Before Interest Charges 14,150 15,940
-------------------
Interest Charges:
Interest on long-term debt 3,136 3,218
Other interest charges 1,804 802
-------------------
Total Interest Charges 4,940 4,020
--------------------
Net Income 9,210 11,920
Dividends on Preferred Stock 24 24
--------------------
Earnings Applicable to Common Stock $ 9,186 $ 11,896
====================
Average Number of Common Shares Outstanding 15,709 15,586
Earnings Per Share of Common Stock $ .58 $ .76
Dividends Declared Per Share of Common Stock $ .31 $.305
<FN>
Note: Average Number of Common Shares Outstanding, Earnings Per Share of
Common Stock and Dividends Declared Per Share of Common Stock have
been restated to reflect a 2-for-1 stock split which was effective
on February 11, 1994.
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
Dec. 31 Sept. 30
1994 1994
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $719,111 $709,563
Less: Accumulated depreciation and amortization 301,698 297,886
--------------------
Net Utility Plant 417,413 411,677
--------------------
Other Property and Investments 23,355 22,956
--------------------
Current Assets:
Cash and cash equivalents 2,696 1,588
Accounts receivable - net 73,754 39,099
Materials, supplies, and merchandise at avg cost 5,096 5,059
Natural gas stored underground for current use
at LIFO cost 45,933 48,333
Propane gas for current use at FIFO cost 13,566 13,582
Prepayments 3,376 1,853
Unamortized purchased gas adjustments 1,421 1,998
Deferred income taxes 3,091 3,717
--------------------
Total Current Assets 148,933 115,229
--------------------
Deferred Charges 60,837 58,433
--------------------
Total Assets $650,538 $608,295
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET (Continued)
<CAPTION>
Dec. 31 Sept. 30
1994 1994
---- ----
(Thousands of Dollars)
(UNAUDITED)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock (17,574,488 shares issued) $ 17,574 $ 17,536
Paid-in capital 28,879 28,102
Retained earnings 177,634 173,318
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 200,070 194,939
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 154,228 154,211
--------------------
Total Capitalization 356,258 351,110
--------------------
Current Liabilities:
Notes payable 90,000 53,500
Accounts payable 28,976 20,124
Refunds due customers 25,481 29,782
Advance customer billings 8,444 7,062
Taxes accrued 7,793 9,855
Other 19,382 23,868
--------------------
Total Current Liabilities 180,076 144,191
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 75,741 76,662
Unamortized investment tax credits 8,281 8,329
Other 30,182 28,003
--------------------
Total Deferred Credits and Other Liabilities 114,204 112,994
--------------------
Total Capitalization and Liabilities $650,538 $608,295
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 5 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended
December 31,
1994 1993
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 9,210 $ 11,920
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,844 4,804
Deferred income taxes and investment tax credits 546 (1,942)
Other - net 49 19
Changes in assets and liabilities:
Accounts receivable - net (34,655) (58,572)
Unamortized purchased gas adjustments 577 1,998
Deferred purchased gas costs (771) 5,138
Accounts payable 8,852 30,947
Refunds due customers (4,301) (207)
Taxes accrued (2,062) 4,443
Other assets and liabilities (2,810) (10,791)
--------------------
Net cash used in operating activities $(19,521) $(12,243)
--------------------
Investing Activities:
Construction expenditures (11,402) (9,394)
Investments - non-utility (388) (478)
Other (92) (91)
--------------------
Net cash used in investing activities $(11,882) $ (9,963)
--------------------
Financing Activities:
Issuance of short-term debt 36,500 41,000
Dividends paid (4,804) (4,778)
Retirement of first mortgage bonds - (11,991)
Other 815 (106)
--------------------
Net cash provided by financing activities $ 32,511 $ 24,125
--------------------
Net Increase in Cash and Cash Equivalents $ 1,108 $ 1,919
Cash and Cash Equivalents at Beg of Period 1,588 1,706
--------------------
Cash and Cash Equivalents at End of Year $ 2,696 $ 3,625
====================
Supplemental Disclosure of Cash Paid
During the Period for:
Interest $8,187 $6,963
Income taxes 607 8
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 6<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, this interim report includes all
adjustments (consisting only of normal recurring accruals) necessary
for the fair presentation of the results of the periods covered.
2. The registrant is a natural gas distribution utility having a material
seasonal cycle; therefore, this interim statement of consolidated
income is not necessarily indicative of annual results nor
representative of succeeding quarters of the fiscal year.
3. Net provisions for income taxes were charged (credited) as follows
during the periods set forth below:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
------------------
1994 1993
---- ----
(Thousands of Dollars)
<S> <C> <C>
Utility Operations
Current:
Federal $ 3,066 $ 7,388
State and local 516 1,244
Deferred:
Federal 558 (1,733)
State and local (10) (277)
--------------------
Subtotal $ 4,130 $ 6,622
--------------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 72 $ 35
State and local 1 (25)
Deferred:
Federal (2) 62
State and local - 6
--------------------
Subtotal $ 71 $ 78
--------------------
Total $ 4,201 $ 6,700
====================
</TABLE>
Page 7 <PAGE>
<PAGE>
4. The quarter ended December 1994 is the first quarter to receive the
full impact of the settlement approved by the Missouri Public Service
Commission (MoPSC) in the Company's Rate Case GR-94-220. The settlement
primarily authorized higher general rates, increased depreciation rates
and revisions in the regulatory treatment of certain pension costs.
The general rate increase was designed to increase revenues by $12.2
million annually. Annual depreciation in 1995, including a net increase
in depreciation rates, is estimated to average 3.3% of the original
cost of depreciable property. Pension credits, including the
establishment of a regulatory asset, have been recorded to reflect
pension costs consistent with the regulatory accounting treatment
ordered by the MoPSC.
5. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's 1994 Form
10-K.
Page 8<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Earnings for the quarter ended December 31, 1994, the first quarter of
fiscal year 1995, were $.58 per share compared with $.76 per share for the
same three months last year, restated to reflect the 2-for-1 stock split
effective February 11, 1994. The decrease in earnings was primarily due to
near-record warm weather during October, November, and December of 1994,
the second warmest such period this century. Earnings also decreased due
to higher wage rates and other increases in the costs of doing business.
Earnings for the quarter benefitted from the recent settlement of Laclede's
request for general rate relief (Rate Case No. GR-94-220). The weather for
the quarter was 29% warmer than last year and 28% warmer than normal.
Utility operating revenues for the quarter ended December 31, 1994
were $122.2 million compared with $167.2 million for the quarter ended
December 31, 1993. The $45.0 million, or 26.9%, decrease was principally
due to lower therm sales (arising from the warmer weather). Revenues also
decreased due to lower wholesale gas costs (which are passed on to
Laclede's customers under the Company's Purchased Gas Adjustment Clause).
These decreases were slightly offset by the benefit of higher general rate
levels resulting from Case No. GR-94-220. Therms sold and transported
decreased by 71.5 million therms, or 20.4%, below the quarter ended
December 31, 1993.
Utility operating expenses for the quarter ended December 31, 1994
decreased by $43.4 million, or 28.6%, below the same quarter last year.
Natural and propane gas expense this quarter decreased by $38.7 million, or
37.1%, from last year mainly due to decreased volumes purchased for sendout
(resulting from the warmer weather). Gas expense also decreased due to
lower rates charged by our suppliers. Other operation and maintenance
expenses decreased 9.2%, primarily due to the recording of pension credits,
including the establishment of a regulatory asset, necessary to reflect
pension costs consistent with the regulatory accounting treatment ordered
by the Missouri Public Service Commission (MoPSC) in Case No. GR-94-220.
The reduced expenses were partially offset by higher wage rates (3.5%) and
other increases in the costs of doing business. Depreciation and
amortization expense increased 21.8% principally due to increased
depreciation rates authorized by the MoPSC in Case No. GR-94-220. The 8.9%
reduction in taxes, other than income taxes, reflects lower gross receipts
taxes (reflecting the decreased revenues), partially offset by higher
property taxes. The $2.5 million decrease in income taxes is principally
due to lower taxable income.
Interest expense increased 22.9% due to higher short-term interest
expense reflecting higher balances and increased rates.
Page 9<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's short-term borrowing requirements typically peak during
colder months, principally because of required payments for natural gas
made in advance of the receipt of cash from our customers for the sale of
that gas. Such short-term cash requirements have traditionally been met
through the sale of commercial paper supported by lines of credit with
banks. In January 1995, the Company renewed its primary line of bank
credit under which it may borrow up to $40 million prior to January 31,
1996, with renewal of any loans outstanding on that date permitted up to
June 30, 1996. This, along with the Company's previously obtained $70
million supplemental line of credit which runs from October 18, 1994 to
March 1, 1995, provides a total line of credit for the 1994-1995 primary
heating season of $110 million. The Company anticipates that the
supplemental line (and short-term borrowings) will be reduced after
March 1, 1995, since seasonal cash needs typically decline at the end of
the heating season. During January 1995, the Company sold commercial paper
aggregating to a maximum of $103.0 million at any one time, but did not
borrow from the banks under the aforementioned agreements. Short-term
borrowings amounted to $89.5 million at January 31, 1995.
It is management's view that the Company has adequate access to
capital markets and will have sufficient capital resources both internal
and external to meet anticipated capital requirements. The Company is
reviewing the possibility of issuing long-term financing later in 1995.
The amount, timing, and type of financing is subject to management's
evaluation of need, financial market conditions, and other factors.
Construction expenditures for the quarter were $11.4 million compared
with $9.4 million for the same period last year.
Capitalization at December 31, 1994 increased $5.1 million since
September 30, 1994 and consisted of 56.2% common stock equity, .5%
preferred stock and 43.3% long-term debt.
The seasonal effect of the Company's financial position affects the
comparison of certain balance sheet items at December 31, 1994 and at
September 30, 1994 such as Accounts Receivable - Net, Notes Payable, and
Accounts Payable.
Page 10<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 11<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Item 1. Legal Proceedings
During the quarter ended December 31, 1994, there were no new
legal proceedings required to be disclosed.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) Reports on Form 8-K
The Company filed a Form 8-K Report during the quarter ended
December 31, 1994.
Page 12 <PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LACLEDE GAS COMPANY
Date: February 13, 1995 R. J. Carroll
-------------------
R. J. Carroll
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 13 <PAGE>
<PAGE>
Index to Exhibits
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
4.1 Amendment dated October 27, 1994 to the 15
Missouri Natural Gas Division of Laclede
Gas Company Dual Savings Plan.
4.2 Amendment dated November 21, 1994 to the 20
Missouri Natural Gas Division of Laclede
Gas Company Dual Savings Plan.
10.1 Extension and amendment of the Laclede Gas 23
Company Restricted Stock Plan for Non-employee
Directors adopted by the Board of Directors
on November 17, 1994.
10.2 Amendment and Further Extension of line of 27
credit agreement dated October 18, 1993, as
amended and extended by letter of Amendment
and Extension dated April 18, 1994, and
further amended and extended by letter of
Amendment and Further Extension dated
August 18, 1994 among Laclede Gas Company,
Chemical Bank, The Boatmen's National Bank
of St. Louis and Mercantile Bank of St. Louis,
N.A.
Page 14
Date: October 27, 1994
Robert C. Jaudes (as President of Laclede Gas Company), and Robert
J. Carroll (as Senior Vice President - Finance of Laclede Gas Company),
pursuant to resolutions adopted by the Board of Directors on August 28,
1986, which resolutions, among other things, granted to any two
executive officers who hold one of the following offices: Chairman of
the Board; President; Executive Vice President; or Senior Vice
President; the authority to amend any or all of the benefit plans
and/or related trust agreements of the Company (collectively the
"Plans") to the extent such amendments deal with changes necessary or
appropriate: (1) to comply with, or obtain the benefit of, applicable
laws and/or regulations, as amended from time to time; (2) to reflect
minor or routine administrative factors; (3) to clarify the meaning of
any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do
hereby amend the Missouri Natural Gas Division of Laclede Gas Company
Dual Savings Plan as set forth in the attached exhibit, such amendment
to be effectuated and evidenced by our signatures on said exhibit.
Page 15<PAGE>
AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION
OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN
The following amendments are effective November 1, 1992, except where
specified otherwise.
1. The last paragraph of subparagraph (2) of subsection (e) of Section IV
is amended as follows:
"Such higher amount of (i) and (ii) in this subparagraph (2) is
hereinafter in this Section IV(e) called the "Base Deferral
Percentage". If the ADP for the Highly Compensated Employees' group
exceeds the Base Deferral Percentage (any such excess being
hereinafter in this Section IV(e) called the "Excess Deferral"), then
prior to the end of the Plan Year, the Pre-Tax Deposit percentage of
each of those Participants in the Highly Compensated Employees group
whose ADP shall be greater than the Base Deferral Percentage shall
be reduced as necessary (to eliminate the Excess Deferral) in a manner
whereby the ADP of such Participants shall be equal to the Base
Deferral Percentage, by refunding to such Participants."
2. The last paragraph of subparagraph (3) of subsection (e) of Section IV
is amended as follows:
"Such higher amount of (i) and (ii) in this subparagraph (2) is
hereinafter in this Section IV(e) called the "Base Contribution
Percentage". If the ACP for the Highly Compensated Employees' group
exceeds the Base Contribution Percentage (any such excess being
hereinafter in this Section IV(e) called the "Excess Contribution"),
then prior to the end of the Plan Year, the Post-Tax Deposit
percentage and/or the Company contribution of each of those
Participants in the Highly Compensated Employees group whose ACP shall
be greater than the Base Contribution Percentage shall be reduced as
necessary (to eliminate the Excess Contribution) in a manner whereby
the ACP of such Participants shall be equal to the Base Contribution
Percentage, by refunding to such Participants and/or the Company."
3. The first paragraph of subsection (a) of Section VII is amended as
follows:
"A Participant may, after attaining age 59-1/2, withdraw all or any
portion of his Pre-Tax Deposit or Pre-Tax Match Accounts at any time by
giving written notice to the Committee. Prior to attaining age 59-1/2,
a Participant who satisfies the Plan financial hardship requirements
may withdraw all or any portion of the Participant's Pre-Tax Deposit
Account, but exclusive of related earnings and amounts previously
distributed due to hardship. Application for hardship and a
demonstration of the existence of such financial hardship must be made
to the satisfaction of the Committee. Within thirty (30) days after
receipt of such notice and proof of hardship, the Committee shall
direct the Trustee to make the appropriate distribution."
Page 16<PAGE>
<PAGE>
4. Clauses (i) and (ii) of subsection (a) of Section VII are amended as
follows:
"(i) Incurred medical expenses or expenses to obtain medical care for
the Participant, the Participant's spouse or any dependents of
the Participant.
(ii) Payment of tuition and related educational fees for the next
twelve (12) months of post-secondary education for the
Participant, or the Participant's spouse, children or
dependents."
5. The last unnumbered paragraph of subsection (a) of Section VII is
amended as follows:
"If a Participant who has an outstanding loan applies for a hardship
withdrawal and if the amount of the Participant's financial hardship
exceeds the maximum loan amount allowable under Section VII(e), then a
hardship withdrawal may be permitted up to the amount of hardship and
subject to the limitations of Section VII(a)."
6. The last sentence of subparagraph (1) of subsection (h) of Section XV
is amended as follows:
"If, however, the Internal Revenue Service rules, upon application to
it for a favorable determination, that the Plan and its related trust
are qualified and exempt under the Code, all contributions theretofore
made by the Company shall be subject to the provisions of this Plan in
all respects and may not be diverted to purposes other than the
exclusive benefit of Participants and their beneficiaries and estates,
and may not be returned to the Company, except as provided in
subparagraph (3) of subsection (e) of Section IV."
7. Subparagraph (2) of subsection (h) of Section XV is amended as
follows:
"(2) Notwithstanding the foregoing or any other contrary provision
herein contained, any erroneous Company Contribution which is
made by a mistake of fact will be returned to the Company if
the mistake of fact is discovered, and the return of such
contribution completed, within one (1) year after the payment
of such contribution to the Plan. If any deduction for any
Company Contribution is denied as not allowable under Section
404 of the Code, then such Contribution, to the extent of such
disallowed deduction, will be returned to the Company within
one (1) year after the disallowance of such deduction."
Page 17<PAGE>
<PAGE>
8. Effective November 1, 1989, a new subsection (j) is added to Section
VIII as follows:
"(j) Payment due to Qualified Domestic Relations Order. Payment to
an alternate payee pursuant to a Qualified Domestic Relations
Order shall be made in one lump-sum payment, at the alternate
payee's election, by requesting such distribution on a form
provided by the Company, at least thirty (30) days but no more
than ninety (90) days before distribution is to be made.
Distribution to the alternate payee may be made on or
after the earlier of:
(1) the date on which the Participant could take a
distribution, or
(2) the later of:
(i) the date the Participant attains age fifty (50), or
(ii) the earliest date on which the Participant could
receive a distribution if he separated from
service."
9. Effective November 1, 1989, the following sentence is added at the end
of the second paragraph of subsection (b) of Section XV as follows:
"Qualified Domestic Relations Orders shall be handled pursuant to
procedures established by the Committee."
10. Effective October 19, 1989, subparagraph (3) of subsection (e) of
Section VII is amended as follows:
"(3) In the event a Note or any installment thereunder is not paid
when due, the Committee shall give written notice to the
Participant sent to the Participant's last known address and, if
the note or such delinquent installment is not paid within
thirty (30) days from the date of such notice, the Trustee shall
have the right to recourse to the collateral securing the same,
with full right to exercise all remedies granted a secured party
under the applicable laws (including the Uniform Commercial
Code) as in effect in the various jurisdiction(s) in which the
collateral may be located. In addition, if an installment is
not paid because the payroll check is not sufficient to cover
the amount of the installment payment, the length of the loan
may be extended without refinancing, upon approval of the
Committee. Partial installment payments will neither be
accepted nor credited to a Participant's Pre-Tax Deposit or Pre-
Tax Match Accounts. If a default occurs, the Participant will be
responsible for payment of all costs and expenses of collection
(including, without limitation, attorney's fees and court costs)
regardless of whether legal action is initiated. Interest will
continue to accrue on the unpaid principal amount until the
earlier of the maturity date or when repayment on the loan
begins. A defaulted loan will be reported as a distribution,
Page 18<PAGE>
<PAGE>
subject to income taxes and the excise tax on premature
distributions, if applicable."
11. Effective October 19, 1989, a new subparagraph (9) is added to
subsection (e) of Section VII as follows:
"(9) For purposes of this Section VII(e) and in conformity with the
requirements contained herein, loan availability is restricted
to Participants who are parties in interest as defined by
section 3(14) of ERISA."
12. Effective January 1, 1993, the second unnumbered paragraph of
subsection (a) of Section VII is amended as follows:
"A withdrawal satisfies the Plan financial hardship requirements of
paragraph (a) of this Section VII if it is made on account of an
immediate and heavy financial need of the Participant, and it is
necessary to satisfy, and does not exceed, such financial need.
Federal tax will be withheld on hardship withdrawals at a rate of
twenty percent (20%); state or local income taxes will be withheld at
the Participant's request. The amount required for hardship may be
increased to include the necessary taxes but cannot exceed the amount
available for hardship as provided in this paragraph (a). A hardship
withdrawal will not be granted if such financial hardship may be
relieved in full by borrowing such amount as allowed under this
paragraph (a) and Section VII(e)."
Robert C. Jaudes
-----------------------------------
Title: President and Chief
Executive Officer
Robert J. Carroll
------------------------------------
Title: Senior Vice President -
Finance
Page 19
Date: November 21, 1994
Robert C. Jaudes (as President of Laclede Gas Company), and Robert
J. Carroll (as Senior Vice President - Finance of Laclede Gas Company),
pursuant to resolutions adopted by the Board of Directors on August 28,
1986, which resolutions, among other things, granted to any two
executive officers who hold one of the following offices: Chairman of
the Board; President; Executive Vice President; or Senior Vice
President; the authority to amend any or all of the benefit plans
and/or related trust agreements of the Company (collectively the
"Plans") to the extent such amendments deal with changes necessary or
appropriate: (1) to comply with, or obtain the benefit of, applicable
laws and/or regulations, as amended from time to time; (2) to reflect
minor or routine administrative factors; (3) to clarify the meaning of
any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do
hereby amend the Missouri Natural Gas Division of Laclede Gas Company
Dual Savings Plan as set forth in the attached exhibit, such amendment
to be effectuated and evidenced by our signatures on said exhibit.
Page 20 <PAGE>
<PAGE>
AMENDMENT TO THE MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
A new subsection (j) is added to Section IV, effective December 22, 1993,
as follows:
"(j) Voting of Shares of Company Common Stock.
(1) Participants shall be entitled to vote, at any meeting
of shareholders of the Company, all full and fractional
shares of Company Common Stock attributable to their
Accounts as shown on the books of the Trustee, as of the
record date for determining shareholders entitled to
vote at such meeting. Arrangements shall be made for
the Trustee to deliver to each Participant a copy of all
proxy solicitation materials, before each annual or
special meeting of shareholders of the Company, together
with a form requesting confidential instructions on how
the shares of Company Common Stock which such
Participant is entitled to vote are to be voted at such
meeting. The Trustee shall vote all shares of Company
Common Stock as to which it has received voting
instructions from Participants at least three business
days before the shareholders' meeting in the manner thus
instructed. The Trustee shall not vote any shares of
Company Common Stock as to which voting instructions
have not been timely received from Participants. Voting
instructions from individual Participants shall be held
by the Trustee in strictest confidence, and neither the
name of, nor the voting instructions given by, any
individual Participant who chooses to give voting
instructions shall be divulged by the Trustee to the
Company or to any director, officer or Employee thereof,
or to the Committee, or to any other person.
(2) Each Participant shall be entitled to direct the Trustee
with respect to the exercise of all other shareholder
rights accruing to shares of Company Common Stock in
their respective Accounts (such as, for example, the
right to receive and exercise any warrant or similar
right which might be distributed on the shares of
Company Common Stock) in the same manner
Page 21<PAGE>
<PAGE>
as such Participant may direct the Trustee with respect
to voting rights. Participants eligible to direct the
exercise of such rights, and the number of shares of
Company Common Stock (including fractional shares) to
which such rights relate shall be based on the Accounts
as of the record date for determining shareholders
entitled to exercise such rights."
Robert C. Jaudes
-------------------------------
Title: President and Chief
Executive Officer
Robert J. Carroll
--------------------------------
Title: Senior Vice President -
Finance
Page 22
RESOLUTIONS EXTENDING AND AMENDING THE
LACLEDE GAS COMPANY RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
WHEREAS, Laclede Gas Company (the "Company") has
previously adopted the Laclede Gas Company Restricted
Stock Plan for Non-Employee Directors (the "Restricted
Stock Plan"), which Restricted Stock Plan became effective
as of January 25, 1990; and
WHEREAS, Section 3 of Article V of the Restricted Stock
Plan by its terms provides that the Restricted Stock Plan
shall "terminate as of January 25, 1995, unless otherwise
extended by the Board."; and
WHEREAS, the Non-Employee Directors of the Company have
received various grants of restricted stock under the
Restricted Stock Plan; and
WHEREAS, the Company has consummated a two-for-one
stock split, effective February 11, 1994 (the "Stock
Split"), pursuant to which Stock Split each common
shareholder of the Company received an additional common
share for each common share held by such shareholder on
the record date of said Stock Split, and whereby each
participant in the Restricted Stock Plan received an
additional share for each common share held pursuant to
the terms of the Restricted Stock Plan; and
WHEREAS, the Company desires, effective November 17,
1994: (1) to extend the term of the Restricted Stock
Plan through the period ending January 26, 2000, subject
to further extension by the Company's Board of Directors;
Page 23 <PAGE>
<PAGE>
November 17, 1994
(2) as a consequence of the Stock Split, to increase the
number of shares of stock to be granted under the
Restricted Stock Plan after November 16, 1994 by doubling
the number of shares presently specified in the Restricted
Stock Plan so that Non-Employee Directors upon commencing
service as a new Non-Employee Director after November 16,
1994 shall receive 800 shares rather than 400 shares under
Section 2 of Article II of the Restricted Stock Plan, and
so that each Non-Employee Director shall hereafter receive
200 shares, rather than 100 shares annually under
Section 3 of Article II of the Restricted Stock Plan;
(3) as a consequence of the Stock Split, to revise the
"Share Vesting Schedule" specified in Section 2 of
Article III of the Restricted Stock Plan, with respect to
all shares (regardless of whether such shares were granted
before November 17, 1994, or are granted on or after
November 17, 1994), so that: (a) the number of shares
vesting for each year of continued service beyond the
original respective initial partial vesting dates until
the 70th birthday of those Non-Employee Directors who are
under the age of 70 at the time they enter the Plan,
shall, in each case, be increased from 50 shares to 100
shares; (b) the number of shares vesting for each year of
continued service after the 70th birthday of those
Non-Employee Directors who are under the age of 70 at the
time they enter the Plan shall, in each case, be increased
from 100 to 200 shares; and (c) the number of shares
vesting for each year of continued service after the first
anniversary date of service of those Non-Employee
Directors who are age 70 or over at the time they enter
the Plan, shall be increased from 100 to 200 shares; and
(4) to further revise the "Share Vesting Schedule"
specified in Section 2 of Article III of the Restricted
Stock Plan, with respect to all shares (regardless of
whether such shares were granted before November 17, 1994,
or are granted on or after November 17, 1994), so as to
provide: (a) for vesting, on the twelfth anniversary date
of continuous service of Plan participants who have served
continuously as Non-Employee Directors of the Company for
twelve years, of any shares previously granted to such
participants under the Restricted Stock Plan, but not yet
vested on such twelfth anniversary date; and (b) for
immediate vesting on the date of grant with respect to any
shares granted to any such Non-Employee Director on or
after such twelfth anniversary date of his (or her)
continuous service as such.
NOW, THEREFORE, BE IT RESOLVED, that Section 3 of
Article V of the Restricted Stock Plan is hereby amended,
effective on November 17, 1994, by deleting the date
"January 25, 1995" immediately following the phrase "as
of" and immediately before the phrase", unless otherwise
extended by the Board.", and substituting in lieu of such
deleted date, the date "January 26, 2000"; and
Page 24<PAGE>
<PAGE>
November 17, 1994
FURTHER RESOLVED, that Sections 2 and 3 of Article II
of the Restricted Stock Plan are hereby amended, effective
on November 17, 1994, respectively, with respect to all
grants made under such Sections 2 and 3 after November 16,
1994, by deleting the reference to "400 Shares" appearing
in said Section 2, and "100 Shares" in said Section 3, and
inserting in lieu of such deleted phrases, the phrase "800
Shares" in said Section 2, and the phrase "200 Shares" in
said Section 3.
FURTHER RESOLVED, that Section 2 of Article III of the
Restricted Stock Plan is hereby amended, effective
November 17, 1994, with respect to all shares (regardless
of whether such shares were granted before November 17,
1994, or are granted on or after November 17, 1994), by:
(1) deleting the phrase "as follows:" appearing at the
end of the introductory unnumbered paragraph of Section 2
of Article III of the Restricted Stock Plan, and
substituting in lieu thereof the phrase "as specified in
the Share Vesting Schedule hereinafter set forth, or
sooner, to the extent provided for in the final unnumbered
paragraph of this Section 2 of Article III:"; and
(2) amending the "Share Vesting Schedule" contained in
Section 2 of Article III of the Restricted Stock Plan, in
the following respects: (a) by deleting the references to
"50 Shares" and "100 Shares" appearing respectively in the
second and third unnumbered paragraphs of that portion of
said Share Vesting Schedule dealing with those
participants who were under 60 years of age at the time
they entered the Plan, and substituting the phrase "100
Shares" in lieu of the prior reference to "50 Shares" in
said second unnumbered paragraph, and the phrase "200
Shares" in lieu of the prior reference to "100 Shares" in
said third unnumbered paragraph; (b) by deleting the
references to "50 Shares" and "100 Shares" appearing
respectively in the second and third unnumbered paragraphs
of that portion of said Share Vesting Schedule dealing
with those participants who were between age 60 and age 64
at the time they entered the Plan, and substituting the
phrase "100 Shares" in lieu of the prior reference to "50
Shares" in said second unnumbered paragraph, and the
phrase "200 Shares" in lieu of the prior reference to "100
Shares" in said third unnumbered paragraph; (c) by
deleting the references to "50 Shares" and "100 Shares"
appearing respectively in the second and third unnumbered
paragraphs of said Section 2 of that portion of said Share
Vesting Schedule dealing with those participants who were
between age 65 and age 69 at the time they entered the
Plan, and substituting the phrase "100 Shares" in lieu of
the prior reference to "50 Shares" in said second
unnumbered paragraph, and the phrase "200 Shares" in lieu
of the prior reference to "100 Shares" in said third
unnumbered paragraph; and (d) by deleting the reference to
Page 25<PAGE>
<PAGE>
November 17, 1994
"100 Shares" in the second unnumbered paragraph of that
portion of said Share Vesting Schedule dealing with those
participants who were 70 years of age or older at the time
they entered the Plan, and substituting the phrase "200
Shares" in lieu of the prior reference to "100 Shares" in
said second unnumbered paragraph; and
(3) adding a new final unnumbered paragraph at the end
of Section 2 of Article III of the Restricted Stock Plan,
reading as follows, with respect to all shares (regardless
of whether such shares were granted before November 17,
1994, or are granted on or after November 17, 1994):
"Notwithstanding anything to the contrary set forth above
in this Section 2 of Article III, or elsewhere in this
Plan: (a) all previously accumulated unvested shares held
by any Non-Employee Director under this Plan shall vest
following twelve years of continuous service by such
Non-Employee Director, such vesting to take place on the
twelfth anniversary date of the commencement of service by
such Non-Employee Director (the "Twelfth Anniversary
Date"); and (b) all shares granted to such Non-Employee
Director under this Plan on or after said twelfth
Anniversary Date, shall vest immediately upon the granting
thereof. For the purpose of this unnumbered paragraph,
"years of continuous service" shall include any number of
years of continued membership on the Board of Directors
(without any hiatus in the period of such Board
membership) by a Non-Employee Director, commencing on the
date of initial Board membership as a Non-Employee
Director, and continuing annually from anniversary date to
anniversary date, so long as such Non-Employee Director
remains, without interruption, as a Non-Employee Director."
FURTHER RESOLVED, that except as expressly amended and
extended above, the Restricted Stock Plan is hereby
ratified, confirmed and approved under the same terms and
conditions as existed immediately prior to the above
amendments;
FURTHER RESOLVED, that the officers of the Company are
hereby authorized and directed, jointly and severally, for
and in the name and on behalf of the Company, and without
the need for any countersignature unless otherwise
required by applicable law, to execute and deliver any and
all certificates, agreements and other documents, take any
and all steps and do any and all things which they may
deem necessary or appropriate in order to effectuate the
purposes of each and all of the foregoing resolutions, and
each and all of the extension and amendments to the
Restricted Stock Plan hereinabove set forth.
Page 26
October 18, 1994
Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: Mr. Robert Gillham
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63166-0236
Attention: Mr. Thomas Guyton
Mercantile Bank of St. Louis National Association
Eighth & Locust, 12th Floor
P.O. Box 524
St. Louis, Missouri 63101
Attention: Ms. Elizabeth W. Vahlkamp
Ladies and Gentlemen:
Re: Amendment and Further Extension of line of credit
agreement Dated October 18, 1993, as amended and extended
by letter of Amendment and Extension dated April 18,
1994, and further amended and extended by letter of
Amendment and Further Extension dated August 18, 1994,
among Laclede Gas Company ("Laclede"), Chemical Bank
("Chemical"), The Boatmen's National Bank of St. Louis
("Boatmen's") and Mercantile Bank of St. Louis National
Association ("Mercantile") (said banks being hereinafter
collectively called the "Banks" and said line of credit
agreement, as thus amended and extended, being hereinafter
called the "Line of Credit Agreement").
This amendatory agreement will confirm our agreement to
further amend and extend the above-referenced Line of Credit
Agreement from October 18, 1994 to March 1, 1995 on the same terms
and conditions set forth in the original Line of Credit Agreement as
amended and extended on April 18, 1994 and August 18, 1994; subject
only to the modifications expressly set forth in numbered Paragraphs
1 through 4 below, each of which Paragraphs shall be effective on
October 18, 1994.
Page 27 <PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
October 18, 1994
2
1. New Maximum Amounts of Advances. The combined
aggregate principal amount of Advances at any time outstanding
from any Bank under the Line of Credit Agreement shall not, on
or after October 18, 1994, exceed the amount set forth
opposite the name of such Bank below (such Bank's "Maximum
Amount"), and shall be in a combined aggregate principal
amount at any time outstanding which shall not exceed $70
million:
Name of Bank Maximum Amount
Chemical $35,000,000
Boatmen's $17,500,000
Mercantile $17,500,000
2. New Termination Date. The phrase "Termination Date"
as defined in the Line of Credit Agreement is hereby amended
from October 18, 1994 to March 1, 1995. Accordingly, all
references in the Line of Credit Agreement to the Termination
Date shall hereafter refer to March 1, 1995.
3. New Form of Note. Each executed Note in the form of
Exhibit A to the Line of Credit Agreement, as previously
amended, as to which no sums are then due and payable
thereunder shall be returned to Laclede immediately for
cancellation, upon the holder Bank's receipt of an executed
Note to that Bank in the form attached as Exhibit A to this
amendatory agreement.
4. Absence of Material Adverse Change. The making of
Advances under the Line of Credit Agreement as amended by this
letter agreement is also subject to the absence of any
material adverse change since June 30, 1994, in the financial
condition of Laclede.
5. Ratification of Remainder of Line of Credit
Agreement. Subject only to the amendments expressly set forth
in numbered Paragraphs 1 through 4 above, the Line of Credit
Agreement is hereby ratified, confirmed and approved in all
respects.
Please indicate your acceptance of the terms of this
amendatory agreement by signing in the appropriate space below and
returning to Laclede Gas Company the enclosed duplicate of the
original of this letter. This letter may be executed in
counterparts, each of which shall be an original, and all of which
Page 28 <PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
October 18, 1994
3
when taken together, shall constitute one agreement which shall
extend and amend the Line of Credit Agreement as hereinbefore
provided.
Very truly yours,
LACLEDE GAS COMPANY
By: Vernon O. Steinberg
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By: Beth F. Herman
Name: Beth F. Herman
Title: Vice-President
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: Thomas C. Guyton
Name: Thomas C. Guyton
Title: Vice-President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: Elizabeth W. Vahlkamp
Name: Elizabeth W. Vahlkamp
Title: Banking Officer
Page 29
