<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1995.
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----
LACLEDE GAS COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Missouri 43-0368139
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
720 Olive Street, St. Louis, Missouri 63101, 314-342-0500
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
R. C. Jaudes, R. J. Carroll or D. L. Godiner
Laclede Gas Company, 720 Olive Street, St. Louis, Missouri 63101, 314-342-0500
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
DONALD L. GODINER, ESQ. TODD W. ECKLAND, ESQ.
GERALD T. McNEIVE, JR., ESQ. Winthrop, Stimson, Putnam & Roberts
Laclede Gas Company One Battery Park Plaza
720 Olive Street New York, New York 10004-1490
St. Louis, Missouri 63101 (212) 858-1000
(314) 342-0500
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. -----
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. -----
-----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of each maximum maximum
class of secu- offering aggregate Amount
rities to be Amount to be price offering of regis-
registered registered<F1> per Share<F2> price<F2> tration fee
- -------------- -------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Common Stock, 1,750,000 shares $19.19 $33,582,500 $11,581
$1.00 per share
par value<F3>
<FN>
- -----------------
<F1>Includes 200,000 shares subject to the Underwriters' over-allotment
option.
<F2>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 for Laclede Gas Company's Common Stock,
$1.00 per share par value, reported on the New York Stock Exchange on April
19, 1995.
<F3>Also being registered hereunder are 1,750,000 Common Stock Purchase
Rights (as described herein) to accompany the shares of Common Stock, $1.00
per share par value, being registered.
</TABLE>
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
FORM OF LEGEND
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
<PAGE> 3
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 21, 1995
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 , 1995 was $ 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<F1> Company<F2>
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share............. $ $ $
- ----------------------------------------------------------------------------------------
Total<F3>............. $ $ $
========================================================================================
<FN>
<F1> The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "UNDERWRITING."
<F2> Before deducting expenses payable by the Company, estimated at $ .
<F3> 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 per
share, less the Underwriting Discount, solely to cover overallotments,
if any. If all of such additional shares are purchased, the total Price
to Public, Underwriting Discount and Proceeds to Company will be
$ , $ and $ , respectively. See "UNDERWRITING."
</TABLE>
-----------------
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
, 1995.
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
-----------------
The date of this Prospectus is , 1995.
<PAGE> 4
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.
2
<PAGE> 5
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.
3
<PAGE> 6
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' overallotment
option will not be exercised.
LACLEDE GAS 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 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.
<TABLE>
THE OFFERING
<S> <C>
Common Stock offered......................... 1,550,000 shares<F1>
Shares outstanding at April 21, 1995......... 15,797,644 shares<F1>
Last reported sale price
on May , 1995............................ $
Common Stock price range, 365-day
high/low for the period ended
May , 1995............................... $ - $ per share
Listings..................................... New York and Chicago Stock Exchanges
(Symbol: LG)
Indicated annual dividend per share<F2>...... $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.
<FN>
- -----------------
<F1> Includes associated Common Stock Purchase Rights as described under
"DESCRIPTION OF COMMON STOCK--Common Stock Purchase Rights."
<F2> 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 , 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.
</TABLE>
4
<PAGE> 7
<TABLE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION<Fa>
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<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 Income 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<Fb> 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
Percent Colder (Warmer)
than Normal (16)% --% (1)% 2% (15)%
</TABLE>
<TABLE>
<CAPTION>
March 31, 1995
---------------------------------------------------
CAPITALIZATION Actual As Adjusted<Fc>
-------- -----------
<S> <C> <C> <C> <C>
Long-Term Debt $154,245 41.7% $ %
Redeemable Preferred Stock 1,960 .5 %
Common Stock Equity 214,062 57.8% %
-------- ----- -------- ----
Total Capitalization $370,267 100.0% $ 100.0%
======== ===== ======== =====
<FN>
- -----------------
<Fa> The Selected Consolidated Financial Information for the years
ended September 30, 1992, 1993 and 1994 was derived from audited financial
statements.
<Fb> Excludes current maturities and sinking fund requirements.
<Fc> As adjusted to reflect the assumed sale of Shares offered hereby
for net proceeds of $ , after the deduction of Underwriting Discount
and estimated expenses payable by the Company in connection with the
offering. If the Underwriters exercise in full their overallotment option,
Common Stock Equity and Total Capitalization, each as adjusted, would be
$ and $ , respectively.
</TABLE>
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> 8
SERVICE AREA AND TRANSMISSION PIPELINES
[GRAPHIC OMITTED]
[The graphic depicts Laclede Gas Company's service area located in the
eastern portion of Missouri. It highlights the City of St. Louis and the
Missouri Counties of St. Louis, St. Charles, Franklin, Jefferson,
St. Francois, Ste. Genevieve, Iron, Madison (all of which are contiguous),
and Butler. Overlaid on the graphic are the transmission pipelines of
Mississippi River Transmission Corporation and Missouri Pipeline Company
which connect to the Company's distribution system. Also pictured are the
Mississippi and Missouri Rivers and portions of the surrounding states of
Arkansas, Kentucky, Illinois and Tennessee.]
6
<PAGE> 9
USE OF PROCEEDS
The net proceeds from the sale of the Shares (estimated to be
approximately $ million) 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 , 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.
<TABLE>
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).
<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 )....
</TABLE>
As of April 17, 1995, the Company had 11,281 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.
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
7
<PAGE> 10
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> 11
<TABLE>
Various items discussed above are reflected in the following 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 REVENUES
(Thousands of Dollars)
Residential $306,554 $365,006 $363,058 $348,494 $281,325
Commercial & Industrial 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 & Development 1,840 1,390 1,600 1,488 1,392
Refunds & Other, Net 25 3,918 302 3,612 2,614
-------- -------- -------- -------- --------
Total Utility Operating
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 & Industrial 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 (Warmer)
than Normal (16)% --% (1)% 2% (15)%
AVERAGE NUMBER OF CUSTOMERS
Residential 568,811 564,536 566,632 562,712 558,467
Commercial & Industrial 37,521 37,193 37,316 37,160 36,906
Interruptible 15 13 14 15 17
Transportation 124 160 119 113 107
------- ------- ------- ------- -------
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.
9
<PAGE> 12
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 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<F1> 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.
[FN]
- ------------
<F1> 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).
10
<PAGE> 13
Miscellaneous
Laclede Pipeline Company, a wholly-owned subsidiary, owns and operates
a propane pipeline that connects the Company's 800,000-barrel
(approximately 33,000,000 gallons) propane storage facilities in St. Louis
County, Missouri, to propane supply terminal facilities located in
Illinois. Liquid propane gas is transported through this pipeline for
delivery to the Company for storage, to be 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.
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
April 21, 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 Common
Stock Purchase Rights (the "Rights," the terms of which Rights are hereinafter
summarized under "Common Stock Purchase Rights"); 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
11
<PAGE> 14
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
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
12
<PAGE> 15
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.
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.
OTHER PROVISIONS
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.
13
<PAGE> 16
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
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
14
<PAGE> 17
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 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.
15
<PAGE> 18
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.
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.
16
<PAGE> 19
MISCELLANEOUS
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............................................
A.G. Edwards & Sons, Inc......................................
Smith Barney Inc..............................................
----------
Total..................................................... 1,550,000
==========
</TABLE>
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 $. per
share. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of $. 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 overallotments, 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
17
<PAGE> 20
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.
18
<PAGE> 21
================================================
No dealer, salesman or any other
person has been authorized to give any
information or to make any representations
other than those contained or incorporated
by reference in this Prospectus and, if given
or made, such information 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 jurisdiction 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 hereunder 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>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
Available Information............
Incorporation of Certain
Documents by Reference.........
Summary Information..............
Use of Proceeds..................
Common Stock--Dividends and
Price Range....................
The Company.......................
Description of Common Stock......
Underwriting.....................
Legal Opinions...................
Experts..........................
================================================
================================================
1 , 5 5 0 , 0 0 0 S H A R E S
L A C L E D E G A S C O M P A N Y
C O M M O N S T O C K
$ 1 . 0 0 P A R V A L U E
-------------------
P R O S P E C T U S
-------------------
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
, 1995
================================================
19
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
</TABLE>
<TABLE>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Filing fees--Securities and Exchange Commission:
Registration Statement................................$ 11,581
New York Stock Exchange Listing Fees........................ 6,125
Chicago Stock Exchange Listing Fees......................... 7,500
<F*>Accountants' Fee........................................ 15,000
<F*>Legal Fees.............................................. 12,000
<F*>Printing costs.......................................... 75,000
<F*>Miscellaneous expense (including blue-sky expense)...... 25,794
--------
<F*>Total Expenses......................................$153,000
========
<FN>
- -----------------
<F*>Estimated
</TABLE>
Item 15. Indemnification of Directors and 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 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.
II-1
<PAGE> 23
The Articles 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 as
described above and (ii) state that the indemnification provided thereunder
shall survive the elimination or modification of the Articles 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 or By-Laws or any
agreement, vote of stockholders or disinterested directors, or otherwise.
<TABLE>
Item 16. List of Exhibits.
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
1.1 Form of Underwriting Agreement with Underwriters.
4.1<F*> Articles of Incorporation of Laclede Gas Company
as of February 11, 1994, filed on February 22, 1994
as Exhibit 4(b) to the Company's Registration Statement
No. 33-52357.
4.2 By-Laws of Laclede Gas Company.
4.3<F*> 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).
4.4<F*> Mortgage and Deed of Trust, dated as of February 1,
1945; filed as Exhibit 7-A to Registration Statement
No. 2-5586.
II-2
<PAGE> 24
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
4.5<F*> Fourteenth Supplemental Indenture, dated as of
October 26, 1976; filed on June 26, 1979 as
Exhibit b-4 to Registration Statement No. 2-64857.
4.6<F*> Seventeenth Supplemental Indenture, dated as of
May 15, 1988; filed as Exhibit 28(a) to the
Registration Statement No. 33-38413.
4.7<F*> Eighteenth Supplemental Indenture, dated as of
November 15, 1989; filed as Exhibit 28(b) to the
Registration Statement No. 33-38413.
4.8<F*> Nineteenth Supplemental Indenture, dated as of
May 15, 1991; filed on May 16, 1991 as Exhibit
4.01 to the Company's Form 8-K (File No. 1-1822).
4.9<F*> Twentieth Supplemental Indenture, dated as of
November 1, 1992; filed on November 4, 1992 as
Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.10<F*> Twenty-First Supplemental Indenture, dated as of
May 1, 1993; filed on May 13, 1993 as Exhibit 4.01
to the Company's Form 8-K (File No. 1-1822).
5 Opinion of Gerald T. McNeive, Jr., Vice President,
Associate General Counsel.
23(a) Consent of Gerald T. McNeive, Jr. (included in
Exhibit 5 filed herewith).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney.
<FN>
- -----------------
<F*> Incorporated herein by reference.
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 25
(2) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) under the Securities Act of 1933 shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(3) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
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 registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 registrant
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.
II-4
<PAGE> 26
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 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, and State of Missouri,
on the 21st day of April, 1995.
LACLEDE GAS COMPANY
By: Robert J. Carroll
-----------------------------
Robert J. Carroll
Senior Vice President-Finance and
Chief Financial Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
<F*> R. C. Jaudes Chairman of the Board, President April 21, 1995
- ------------------------------ and Chief Executive Officer
(R. C. Jaudes)
R. J. Carroll Senior Vice President-Finance April 21, 1995
- ------------------------------ (Principal Financial and
(R. J. Carroll) Accounting Officer)
<F*> A. B. Craig, III Director April 21, 1995
- ------------------------------
(A. B. Craig, III)
<F*> H. Givens Director April 21, 1995
- ------------------------------
(H. Givens)
<F*> C. R. Holman Director April 21, 1995
- ------------------------------
(C. R. Holman)
<F*> M. A. Krey Director April 21, 1995
- ------------------------------
(M. A. Krey)
<F*> W. E. Nasser Director April 21, 1995
- ------------------------------
(W. E. Nasser)
<F*> B. F. Schenk Director April 21, 1995
- ------------------------------
(B. F. Schenk)
<F*> R. P. Stupp Director April 21, 1995
- ------------------------------
(R. P. Stupp)
<F*> H. E. Trusheim Director April 21, 1995
- ------------------------------
(H. E. Trusheim)
<FN>
<F*>By: Robert J. Carroll April 21, 1995
---------------------------------
Robert J. Carroll
(Attorney-in-Fact)
</TABLE>
II-5
<PAGE> 27
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
1.1 Form of Underwriting Agreement with Underwriters.
4.1<F*> Articles of Incorporation of Laclede Gas Company
as of February 11, 1994, filed on February 22, 1994
as Exhibit 4(b) to the Company's Registration Statement
No. 33-52357.
4.2 By-Laws of Laclede Gas Company.
4.3<F*> 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).
4.4<F*> Mortgage and Deed of Trust, dated as of February 1,
1945; filed as Exhibit 7-A to Registration Statement
No. 2-5586.
4.5<F*> Fourteenth Supplemental Indenture, dated as of
October 26, 1976; filed on June 26, 1979 as
Exhibit b-4 to Registration Statement No. 2-64857.
4.6<F*> Seventeenth Supplemental Indenture, dated as of
May 15, 1988; filed as Exhibit 28(a) to the
Registration Statement No. 33-38413.
4.7<F*> Eighteenth Supplemental Indenture, dated as of
November 15, 1989; filed as Exhibit 28(b) to the
Registration Statement No. 33-38413.
4.8<F*> Nineteenth Supplemental Indenture, dated as of
May 15, 1991; filed on May 16, 1991 as Exhibit
4.01 to the Company's Form 8-K (File No. 1-1822).
<FN>
- -----------------
<F*> Incorporated herein by reference.
II-6
<PAGE> 28
<CAPTION>
INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------- -------
<C> <S>
4.9<F*> Twentieth Supplemental Indenture, dated as of
November 1, 1992; filed on November 4, 1992 as
Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.10<F*> Twenty-First Supplemental Indenture, dated as of
May 1, 1993; filed on May 13, 1993 as Exhibit 4.01
to the Company's Form 8-K (File No. 1-1822).
5 Opinion of Gerald T. McNeive, Jr., Vice President,
Associate General Counsel.
23(a) Consent of Gerald T. McNeive, Jr. (included in
Exhibit 5 filed herewith).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney.
<FN>
- ------------
<F*> Incorporated herein by reference.
</TABLE>
II-7
<PAGE> 1
EXHIBIT 1.1
DRAFT
4/17/95
UNDERWRITING AGREEMENT
----------------------
LACLEDE GAS COMPANY
Common Stock
[-----], 1995
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
Ladies and Gentlemen:
Laclede Gas Company, a Missouri corporation (the
"Company"), proposes, subject to the terms and conditions stated
herein, to issue and sell severally to you (the
"Representatives") and the other several Underwriters named in
Schedule I hereto (collectively, including any underwriter
substituted as hereinafter provided in Section 4 hereof, the
"Underwriters") the aggregate number of shares of the Common
Stock, par value $1 per share, of the Company ("Common Stock")
set forth on Schedule I hereto (the "Firm Shares"). The Company
also proposes, subject to the terms and conditions stated herein,
to issue and sell severally to the Underwriters not more than an
additional 200,000 shares of Common Stock ("Option Shares"), if
and to the extent that the Representatives, on behalf of the
Underwriters, shall have determined to exercise the right to
purchase Option Shares pursuant to Section 2(c)
<PAGE> 2
hereof. As used herein, the term "Securities" shall mean,
collectively, the Firm Shares and Option Shares.
1. Representations and Warranties of the Company. The
---------------------------------------------
Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 (File No. 33-
[-----]) with respect to the Securities has been prepared by
the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the
rules and regulations of the Securities and Exchange
Commission (the "Commission") under the Act (the
"Regulations"), has been filed with the Commission and has
become effective. The Company meets the requirements for
the use of Form S-3 under the Act. Copies of such
registration statement, together with all amendments, if
any, and the prospectus contained therein, in the form in
which it became effective, including the documents
incorporated in such prospectus by reference, have
heretofore been delivered to the Underwriters. Such
registration statement in the form in which it most recently
became effective, including all exhibits thereto and the
information deemed to be a part thereof pursuant to Rule
430A(b) of the Regulations, is referred to hereinafter as
the "Registration Statement." The prospectus, including the
documents incorporated therein by reference, contained in
the Registration Statement is referred to hereinafter as the
"Prospectus"; provided, however, that, as used in this
Agreement (except in this Section 1), upon the completion of
the Prospectus on or after the date hereof (whether by
filing the Prospectus as so completed with the Commission
pursuant to Rule 424(b) of the Regulations or an amendment
to the Registration Statement with the Commission under the
Act in accordance with Rule 430A of the Regulations or as a
result of any other revision thereof or supplement thereto
provided to the Underwriters for use in connection with the
offering of the Securities that differs from the Prospectus
on file with the Commission at the time the Registration
Statement became effective, whether or not such revision or
supplement is required to be filed with the Commission
pursuant to Rule 424(b) of the Regulations), the term
"Prospectus" shall mean the Prospectus as so completed (the
"Completed Prospectus"). All references in this Agreement
to amendments or supplements to the Registration Statement,
the Prospectus or the Completed Prospectus shall be deemed
to mean and include the filing of any document under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Agreement that is or is deemed
to be incorporated by reference in the Prospectus.
(b) No stop order with respect to the Registration
Statement has been issued by the Commission under the Act
and no proceeding therefor is pending before, or to the
knowledge of the Company threatened by, the Commission; the
Registration Statement, at the time it became effective,
complied in all material respects with the requirements of
the Act and the Regulations and did not contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; neither the Prospectus,
on the date hereof, nor the Completed Prospectus, at the
time it is filed with the Commission pursuant to Rule 424(b)
of the Regulations or first used and at the Time of Delivery
and an Option Shares Time of Delivery (each as defined in
Section 4 hereof), as the case may be, contains or will
contain an untrue statement of a material fact or omits or
will omit to state a
-2-
<PAGE> 3
material fact required to be stated therein or necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading;
and each document incorporated by reference in the
Prospectus, at the time they were or are filed with the
Commission under the Exchange Act, conformed or will conform
when so filed in all material respects to the requirements
of the Exchange Act and the rules and regulations of the
Commission thereunder (the "Exchange Act Regulations").
(c) Since the respective dates as of which information
is given in the Prospectus, there has not been any material
adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of
the Company and its subsidiaries taken as a whole and there
has not been any material transaction entered into by the
Company, other than transactions in the ordinary course of
business and transactions referred to in, or contemplated
by, the Prospectus; and the Company does not have any
material contingent obligation that is not disclosed in the
Prospectus.
(d) Neither the Company or any of its subsidiaries is,
or with the giving of notice or the lapse of time or both
would be, in breach of any of the terms and provisions of,
or in default under, nor will the consummation by the
Company of the transactions herein contemplated or the
fulfillment of the terms hereof result in a breach of any of
the terms or provisions of, or constitute a default under,
the Articles of Incorporation, as amended, or By-Laws of the
Company, or any statute, indenture, mortgage, deed of trust
or other agreement or instrument to which the Company is a
party or by which it is bound or to which any of the
property of the Company is subject, or any order, rule or
regulation applicable to the Company of any court or
governmental agency or body having jurisdiction over the
Company or any of its properties, nor will any such action
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to the terms of any such
agreement or instrument; and no approval, authorization,
consent or order of any public board or body is legally
required for the issuance and sale of the Securities by the
Company hereunder, except such as may be issued by the
Missouri Public Service Commission (the "MPSC") or be
required under the Act or state securities laws.
(e) The financial statements, together with related
notes, included or incorporated by reference in the
Prospectus present fairly the financial position and the
results of operations of the Company on the bases set forth
in such statements and related notes at the dates or for the
periods to which they apply; such statements and related
notes have been prepared in accordance with generally
accepted principles of accounting, consistently applied
throughout the periods involved, except as otherwise stated
therein; and the supporting schedules included or
incorporated by reference in the Prospectus present fairly
the information required to stated therein.
(f) The Company is a validly organized and existing
corporation in good standing under the laws of the State of
Missouri, with full power and authority to own or lease its
properties and conduct its business as described in the
Prospectus; each of the Company's subsidiaries has been duly
incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its
incorporation, with full power and authority to own or lease
its properties and conduct its business; and each
-3-
<PAGE> 4
of the Company and its subsidiaries is duly qualified to do
business and is in good standing in each jurisdiction in
which the character of the business conducted by it or the
location of the properties owned or leased by it makes such
qualification necessary.
(g) The authorized, issued and outstanding capital
stock of the Company is as set forth in the Prospectus
(except for changes that the Registration Statement
discloses have occurred or may occur or that were occasioned
by the declaration of dividends and for Common Stock offered
under the Company's shareholder and employee plans); all of
the outstanding shares of the capital stock of the Company
(other than the Securities) have been duly and validly
authorized and issued and are fully paid and non-assessable;
when the Securities shall have been delivered against
payment therefor as provided herein, they will have been
duly and validly authorized and issued and fully paid and
non-assessable and entitled to the rights set forth in the
Company's Articles of Incorporation, as amended, and the
Rights Agreement between the Company and The Boatmen's
National Bank of St. Louis; there are no preemptive rights
or other rights to subscribe for or to purchase, or any
restriction upon the voting or transfer of, any shares of
Common Stock pursuant to the Articles of Incorporation, as
amended (other than Article III-B thereof), or By-Laws of
the Company, or other agreement or instrument to which the
Company is a party or by which it is bound or to which any
of the property of the Company is subject; and the Common
Stock, including the Securities, conforms to the description
thereof contained in the Prospectus.
(h) No labor dispute with any employees of the Company
or any of its subsidiaries exists or, to the knowledge of
the Company, is imminent; and the Company is not aware of
any existing or imminent labor disturbance by the employees
of any of its principal suppliers, manufacturers or
contractors that might be expected to result in any material
adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of
the Company and its subsidiaries taken as a whole.
(i) Other than as set forth in the Prospectus, there
are no legal, governmental or administrative proceedings
pending to which the Company is a party or of which any
property of the Company is the subject, the outcome of which
would singly or in the aggregate result in any material
adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of
the Company and its subsidiaries taken as a whole; and, to
the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or
threatened by others.
(j) The Company and its subsidiaries have all valid
material franchises, licenses and permits as are required
for the conduct of their business as now conducted, and no
franchise, license or permit is subject to any deficiency,
exception, restriction, condition or limitation, except
deficiencies, exceptions, restrictions, conditions and
limitations that do not materially adversely affect the
conduct, business and operation of the Company and its
subsidiaries taken as a whole; and the Company and its
subsidiaries have complied with such terms and provisions of
franchises, licenses and permits the non-
-4-
<PAGE> 5
compliance with which would materially adversely affect the
conduct, business and operation of the Company and its
subsidiaries taken as a whole.
(k) To the knowledge of the Company, no person or
corporation that is a "holding company" or a "subsidiary of
a holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended, directly or
indirectly owns, controls or holds with power to vote ten
percent or more of the outstanding voting securities of the
Company.
(l) The Company and its subsidiaries possess such
certificates, authorities or permits issued by the
appropriate state, federal or foreign regulatory agencies or
bodies necessary to conduct the business now operated by
them, and neither the Company nor any of its subsidiaries
has received any notice of any such certificate, authority
or permit that, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would
materially and adversely affect the condition, financial or
otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries taken as a
whole.
2. Purchase and Sale. (a) On the basis of the
------------------
representations and warranties herein contained and subject to
the terms and conditions herein set forth, the Company agrees to
sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company,
at a purchase price of $[--] per share, the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I
hereto.
(b) In addition, for the sole purpose of covering
over-allotments in connection with the sale of the Firm Shares,
the Company agrees to grant to the Underwriters an option to
purchase from the Company the number of Option Shares set forth
in the notice referred to in Section 2(c) hereof (the "Option").
If the Option is exercised by the Underwriters, on the basis of
the representations and warranties herein contained and subject
to the terms and conditions herein set forth, the Company agrees
to sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company,
at a purchase price of $[--] per share [minus, if an Option
Shares Time of Delivery with respect to the delivery and payment
of any Option Shares occurs after the date fixed for the
determination of stockholders entitled to receive the next
dividend payable on shares of Common Stock, an amount equal to
such dividend per share of such Options Share], the number of
Option Shares (subject to such adjustments as the Representatives
may determine in order to avoid fractional shares) that bears the
same proportion to the aggregate number of Option Shares to be
purchased as the number of Firm Shares set forth opposite the
name of such Underwriter in Schedule I hereto bears to the
aggregate number of Firm Shares.
(c) The Option may be exercised, in whole or in part
from time to time, within the period of 30 days from the date
hereof, by written notice from the Representatives, on behalf of
the Underwriters, to the Company. Such notice shall set forth
the aggregate number of Option Shares as to which the Option is
being exercised and the date of delivery of, and payment for,
such Option Shares, which date shall be neither earlier than the
later of the Time of Delivery and the second Business Day (as
defined below) after the date of such exercise nor later than the
seventh Business Day after the date of such exercise. As used
herein, "Business Day"
-5-
<PAGE> 6
shall mean any day on which the New York Stock Exchange (the
"NYSE") and banks in the City of New York are open.
3. Offering. Subject to the terms and conditions
--------
herein set forth, the Underwriters will make an offering of the
Securities upon the terms and conditions set forth in the
Prospectus.
4. Payment and Delivery; Defaulting Underwriters.
---------------------------------------------
Delivery of the Firm Shares and payment therefor, in New York
Clearing House funds payable to the order of the Company, shall
be made at the offices of Winthrop, Stimson, Putnam & Roberts,
One Battery Park Plaza, New York, New York, at 10:00 A.M., New
York City time, on the fifth Business Day after the date hereof,
or at such other place, time and date as shall be agreed upon in
writing by the Company and the Representatives. The hour and
date of such delivery and payment are herein called the "Time of
Delivery."
The Firm Shares shall be delivered to the Underwriters
for their respective accounts in fully registered form and in
such authorized denominations and registered in such names as the
Representatives may reasonably request in writing not later than
2:00 P.M., New York City time, on the second Business Day after
the date hereof, or to the extent not so requested, registered in
the respective names of the Underwriters in such authorized
denominations as the Company shall determine. The Company agrees
to make the Firm Shares available to the Representatives for
checking purposes not later than 2:00 P.M., New York City time,
on the last full Business Day preceding the Time of Delivery, at
the office of [-----], or at such other place, time or date as
may be agreed upon between the Company and the Representatives.
Delivery of any Option Shares and payment therefor, in
New York Clearing House funds payable to the order of the
Company, shall be made at the offices of Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York, at
10:00 A.M., New York City time, on the date specified by the
Representatives in accordance with Section 2(c) hereof, or at
such other place, time and date as shall be agreed upon in
writing by the Company and the Representatives. The hour and
date of any such delivery and payment are herein called an
"Option Shares Time of Delivery."
Option Shares shall be delivered to the Underwriters
for their respective accounts in fully registered form and in
such authorized denominations and registered in such names as the
Representatives may reasonably request in writing not later than
2:00 P.M., New York City time, on the second Business Day
preceding the Option Shares Time of Delivery with respect to such
Option Shares, or to the extent not so requested, registered in
the respective names of the Underwriters in such authorized
denominations as the Company shall determine. The Company agrees
to make such Option Shares available to the Representatives for
checking purposes not later than 2:00 P.M., New York City time,
on the last full Business Day preceding such Option Shares Time
of Delivery, at the office of [-----], or at such other place,
time or date as may be agreed upon between the Company and the
Representatives.
If any one or more of the Underwriters shall default on
its obligation or their obligations to purchase and pay for the
Securities that it has or they have agreed herein to
-6-
<PAGE> 7
purchase and pay for (such Underwriter or Underwriters that shall
have so defaulted being referred to herein as the "Defaulting
Underwriters"), the Company shall immediately give written notice
of such default to the Representatives and the Underwriters that
shall not have so defaulted (the "Non-defaulting Underwriters")
shall have the right, within 24 hours after the receipt of such
notice by the Representatives, to determine to purchase or to
procure one or more others, which shall be members of the
National Association of Securities Dealers, Inc. (the "NASD") and
satisfactory to the Company, to purchase, upon the terms herein
set forth, all (but not less than all) of the Securities that the
Defaulting Underwriters so agreed to purchase (the "Defaulted
Securities"). If the Non-defaulting Underwriters shall determine
to exercise such right, the Representatives shall give notice to
the Company of such determination within 24 hours after their
receipt of notice from the Company of such default. If the
Representatives shall fail to give such notice or, within such
24-hour period, shall give notice to the Company that the Non-
defaulting Underwriters will not exercise such right, then the
Company shall have the right, within a further 24 hours after the
failure of the Representatives to give such notice or within 24
hours after its receipt of such notice from the Representatives,
to procure one or more others, which shall be members of the NASD
and satisfactory to the Representatives, to purchase, upon the
terms herein set forth, all (but not less than all) of the
Defaulted Securities. In the event that the Non-defaulting
Underwriters or the Company shall have arranged for the purchase
of the Defaulted Securities as provided above, then either the
Company or the Representatives shall have the right to postpone
the Time of Delivery or an Options Shares Time of Delivery, as
the case may be, for such period, not exceeding three Business
Days, in order that the required changes in the Registration
Statement, the Prospectus and any other documents or arrangements
may be effected. In the event that neither the Non-defaulting
Underwriters nor the Company shall have arranged for the purchase
of the Defaulted Securities as provided above, then:
(a) if the Defaulted Securities do not exceed 10% of
the Securities that the Non-defaulting Underwriters have
otherwise agreed to purchase, the Non-defaulting
Underwriters shall be obligated to purchase and pay for the
respective amounts of the Securities that they have
severally agreed to purchase hereunder and, in addition, to
purchase and pay for (in proportion to their respective
obligations hereunder except as may be otherwise determined
by the Non-defaulting Underwriters) the Defaulted
Securities; or
(b) if the Defaulted Securities exceed 10% of the
Securities that the Non-defaulting Underwriters have
otherwise agreed to purchase, this Agreement shall
terminate.
Termination of this Agreement pursuant to this Section
4 shall not relieve any of the Defaulting Underwriters from
liability in respect of its obligations under this Agreement, but
shall be without liability on the part of the Company and the
Non-defaulting Underwriters; provided, however, that such
termination shall not affect the payment obligations set forth in
Section 5 hereof.
5. Covenants of the Company. The Company agrees with
------------------------
each of the Underwriters that it will:
-7-
<PAGE> 8
(a) Promptly deliver to the Representatives a copy of
each of the Registration Statement and all amendments
thereto (in each case including copies of all documents
(other than exhibits) incorporated in the Prospectus by
reference and all exhibits filed therewith), either signed
or certified by an officer of the Company, and including a
copy of each consent and opinion included therein or filed
as an exhibit thereto, either signed or certified by an
officer of the Company, and as many unsigned copies of the
Registration Statement and such amendments, as the
Representatives may reasonably request. The Company also
will deliver to the Representatives as soon as possible
after the date of this Agreement and thereafter from time to
time, during such period of time as a prospectus relating to
the Securities is required to be delivered under the Act, as
many copies of the Prospectus, including any amendments or
supplements thereto, as the Representatives may reasonably
request for the purposes of the Act.
(b) Promptly advise the Representatives (i) when any
amendment of the Registration Statement shall have become
effective, (ii) of any request by the Commission for any
amendment of the Registration Statement or the Prospectus
and (iii) of the issuance of any stop order under the Act
with respect to the Registration Statement or the
institution of any proceedings therefor of which the Company
shall have received notice. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to secure the prompt removal thereof. The
Company will neither file nor use any amendment or
supplement to the Registration Statement or the Prospectus
to which the Representatives or counsel for the Underwriters
shall object.
(c) Pay all expenses and taxes (excluding any transfer
taxes) in connection with (i) the preparation and filing by
it of the Registration Statement and the Prospectus,
(ii) the preparation and delivery of this Agreement,
(iii) all corporate and regulatory actions precedent to the
issuance and delivery of the Securities, (iv) the issuance
and delivery of the Securities, (v) the fees and
disbursements of the Company's counsel and accountants, (vi)
except as provided in Section 5(d) hereof, the printing and
delivery to the Underwriters of reasonable quantities of the
Registration Statement, the Prospectus and any amendment or
supplement, (vii) the fees and expenses of any transfer
agent and registrar, (viii) the qualification of the
Securities for offering and sale under state securities
laws, including the fees, not to exceed $5,000, and
disbursements of counsel for the Underwriters in connection
with such qualification and blue sky surveys relating
thereto and (ix) the fees and expenses in connection with
the listing of the Securities on the NYSE and the Chicago
Stock Exchange.
(d) During such period of time (not exceeding nine
months) after the effective date of the Registration
Statement as a prospectus relating to the Securities is
required to be delivered under the Act, if (i) any event
shall occur as a result of which it is necessary, in the
opinion of the Company and its counsel or the
Representatives and counsel for the Underwriters, to amend
or supplement the Prospectus in order to make the Prospectus
not misleading, in the light of then existing circumstances,
or (ii) it shall be necessary to amend or supplement the
Registration Statement or the Prospectus to comply with the
Act or the Regulations or the Exchange Act or the Exchange
Act Regulations, the Company will forthwith, at its expense,
prepare and furnish to the Representatives a reasonable
number of copies of a supplement or an amendment to the
-8-
<PAGE> 9
Prospectus that will supplement or amend the Prospectus so
that as so supplemented or amended it will not contain any
untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements
therein, in the light of then existing circumstances, not
misleading or it will comply with the Act or the Regulations
or the Exchange Act or the Exchange Act Regulations. In
case any of the Underwriters shall be required to deliver a
prospectus relating to the Securities after the expiration
of nine months from the date of this Agreement, the Company,
upon the request of the Representatives, will furnish to the
Underwriters, at the expense of the Underwriters, a
reasonable quantity of a supplemented or amended prospectus,
or supplements or amendments to the Prospectus, complying
with Section 10(a) of the Act.
(e) Make generally available to its security holders,
as soon as practicable, an earning statement (which need not
be audited) covering a period of 12 months beginning on the
first day of the Company's fiscal quarter next succeeding
the effective date of the Registration Statement that will
satisfy the provisions of Section 11(a) of the Act
(including Rule 158 of the Regulations).
(f) Furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the
Securities for offer and sale under the securities or blue
sky laws of such jurisdictions as the Representatives may
designate, and file and make such statements or reports as
are or may be required by the laws of such jurisdictions;
provided, however, that the Company shall not be required to
qualify as a foreign corporation or dealer in securities, or
to file any consents to service of process under the laws of
any jurisdiction.
(g) Except for sales of Common Stock pursuant to its
shareholder and employee plans, during the period beginning
on the date of this Agreement and continuing to and
including the [-----] day following the Time of Delivery,
not to offer, sell, continue to sell or otherwise dispose of
any other of its securities of the same class as the
Securities without the prior consent of the Representatives.
All fees and disbursements of counsel for the
Underwriters (exclusive of fees and expenses of such counsel that
are to be paid by the Company as set forth in clause (viii) of
Section 5(c) hereof) shall be paid by the Underwriters; provided,
however, that if this Agreement shall be terminated in accordance
with the provisions of Section 6, 7, 8 or 10 hereof, the Company
shall reimburse the Underwriters for the amount of such fees and
disbursements. The Company shall not be required to pay any
amount for any expenses of the Underwriters except as provided in
the preceding sentence. The Company shall not in any event be
liable to any of the Underwriters for damages on account of the
loss of anticipated profits.
6. Conditions of Obligations of the Underwriters to
------------------------------------------------
Purchase the Firm Shares. The several obligations of the
- ------------------------
Underwriters to purchase and pay for the Firm Shares shall be
subject to the accuracy of the representations and warranties of
the Company set forth in Section 1 hereof as of the date hereof,
to the accuracy of the statements of officers of the Company made
in any certificate given pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder to be
performed at or prior to the Time of Delivery, and to the
following additional conditions:
-9-
<PAGE> 10
(a) (i) No stop order suspending the effectiveness of
the Registration Statement shall be in effect at the Time of
Delivery and no order of the Commission directed to the
adequacy or accuracy of any document incorporated by
reference in the Prospectus shall be in effect at such date;
no proceedings for any such purpose shall be pending before,
or threatened by, the Commission at the Time of Delivery; if
the Completed Prospectus is required to be filed with the
Commission pursuant to Rule 424(b) of the Regulations, the
Completed Prospectus shall have been filed in the manner and
within the time period required by Rule 424(b) of the
Regulations and the Company shall have provided evidence
satisfactory to the Representatives thereof; and the
Representatives shall have received a certificate dated the
Time of Delivery and signed by an executive officer of the
Company to the effect that no such order is in effect and
that no proceedings for any such purpose are pending before,
or to the knowledge of the Company threatened by, the
Commission; (ii) there shall not have been any change in the
matters described in the letter furnished pursuant to
Section 6(d) hereof the effect of which would, in the
opinion of the Representatives, materially and adversely
affect the market for the Firm Shares; (iii) there shall not
have been, since the respective dates as of which
information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), except
as may otherwise be stated in the Registration Statement and
the Prospectus (or any amendment or supplement thereto), any
material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries taken as a
whole; and (iv) the Company and its subsidiaries shall not
have any liabilities or obligations, direct or contingent
(whether or not in the ordinary course of business), that
are material to the Company and its subsidiaries taken as a
whole, other than those reflected in the Registration
Statement or the Prospectus (or any amendment or supplement
thereto).
(b) At the Time of Delivery, there shall be in full
force and effect an order of the MPSC authorizing the
issuance and sale of the Securities on the terms and
conditions herein set forth, and containing no provision
unacceptable to the Representatives by reason of the fact
that it is materially adverse to the Company (it being
understood that no order in effect on the date hereof
contains any such unacceptable provision).
(c) At the Time of Delivery, the Representatives shall
have received from Gerald T. McNeive, Jr., Esq., Vice
President and Associate General Counsel of the Company, and
Winthrop, Stimson, Putnam & Roberts, counsel for the
Underwriters, opinions, dated the Time of Delivery, in
substantially the form and substance prescribed in Exhibits
A and B, respectively, hereto.
(d) At the date of this Agreement, Deloitte & Touche
LLP shall have furnished to the Representatives a letter,
dated the date of this Agreement, to the effect that:
(i) they are independent public accountants with
respect to the Company within the meaning of the Act
and the Regulations;
(ii) in their opinion, the financial statements
examined by them and incorporated by reference in the
Prospectus comply as to form in all material
-10-
<PAGE> 11
respects with the applicable accounting requirements of
the Act and the Regulations and the Exchange Act and
the Exchange Act Regulations;
(iii) on the basis of limited procedures, not
constituting an examination made in accordance with
generally accepted auditing standards, including a
reading of the unaudited consolidated financial
information incorporated by reference in the
Prospectus, the latest available interim financial
statements of the Company, if any, a reading of the
minute books of the shareholders and the Board of
Directors of the Company since the close of the
Company's most recent fiscal year through a specified
date not more than five days prior to the date of such
letter, inquiries of officials of the Company
responsible for financial and accounting matters and
such other inquiries and procedures as may be specified
in such letter, nothing came to their attention that
caused them to believe that (A) (1) any material
modifications should be made to the unaudited
consolidated financial statements incorporated by
reference in the Prospectus for them to be in
conformity with generally accepted accounting
principles or (2) the unaudited consolidated financial
statements incorporated by reference in the Prospectus
do not comply with the applicable accounting
requirements of the Act or the Exchange Act as they
apply to Form 10-Q and the Regulations or the Exchange
Act Regulations; (B) at the date of the latest
available interim balance sheet of the Company and at a
subsequent specified date not more than five days prior
to the date of such letter, there has been any change
in the capital stock, or any increase in the long-term
debt, or any decrease in net assets, in each case of
the Company and as compared with amounts shown in the
balance sheet as of the date of the latest financial
statements incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases
that the Registration Statement discloses have occurred
or may occur, that were occasioned by the declaration
of dividends or that are described in such letter
identifying the same and specifying the amount thereof
(in which case such letter shall be accompanied by an
explanation of the Company as to the significance
thereof unless such explanation is not deemed necessary
by the Representatives); or (C) for the twelve months
ended as of the date of the latest unaudited financial
statements are available, there were any decreases, as
compared with the comparable period of the preceding
year, in the Company's operating revenues, net income
and earnings available for common stock, except in each
case for decreases that the Registration Statement
discloses have occurred or may occur, that were
occasioned by the declaration of dividends or that are
described in such letter identifying the same and
specifying the amount thereof (in which case such
letter shall be accompanied by an explanation of the
Company as to the significance thereof unless such
explanation is not deemed necessary by the
Representatives); and
(iv) they have performed certain other
specified procedures with respect to certain amounts
and percentages set forth in the Registration Statement
or in the documents incorporated by reference in the
Prospectus, as have been requested by the
Representatives or counsel for the Underwriters and
approved
-11-
<PAGE> 12
by the Company, and have found them to be in agreement
with the records of the Company and the computations to
be arithmetically correct.
(e) At the Time of Delivery, Deloitte & Touche LLP
shall have furnished to the Representatives a letter, dated
the Time of Delivery, to the effect that the statements set
forth in the letter furnished pursuant to Section 5(d)
hereof are reaffirmed, except that the specified date
referred to therein shall be a date not more than five days
prior to the Time of Delivery.
(f) At the Time of Delivery, the Representatives shall
have received a certificate, dated the Time of Delivery and
signed by an executive officer of the Company, to the effect
that (i) the Company's representations and warranties set
forth in Section 1 hereof are true and correct at and as of
the Time of Delivery with the same effect as if made at and
as of the Time of Delivery; provided, however, that (A) if
any post-effective amendment to the Registration Statement
shall have been filed subsequent to the date hereof, the
Registration Statement referred to in Section 1(b) hereof
shall be deemed, for the purposes of such certificate, to
include such amendment, (B) if the Completed Prospectus
shall have been filed with the Commission pursuant to Rule
424(b) of the Regulations, the Prospectus referred to in
Sections 1(c), (e), (f), (g) and (i) hereof shall be deemed,
for the purposes of such certificate, to be the Completed
Prospectus and (C) the Company's representations and
warranties with respect to the accuracy and sufficiency of
the Prospectus shall not apply to any statements or
omissions in the Completed Prospectus made in reliance upon
and in conformity with the information furnished in writing
to the Company, through the Representatives by or on behalf
of any of the Underwriters, specifically for use therein,
(ii) the Company shall have performed all of its obligations
hereunder to be performed at or prior to the Time of
Delivery, (iii) if the Company shall have been required to
file the Completed Prospectus, as the case may be, with the
Commission pursuant to Rule 424(b) of the Regulations, the
Company shall have done so and (iv) the order described in
Section 6(b) hereof shall be in full force and effect.
(g) All legal proceedings to be taken in connection
with the issuance and sale of the Firm Shares shall be
satisfactory in form and substance to counsel for the
Underwriters.
(h) There shall not have been any announcement by any
"nationally recognized statistical rating organization," as
defined for purposes of Rule 436(g) of the Regulations, that
(i) it is downgrading its rating assigned to any debt
securities or preferred or preference stock of the Company
or (ii) it is reviewing its rating assigned to, or placing
on credit watch, any debt securities or preferred or
preference stock of the Company with a view to downgrading,
or with negative implications, or direction not determined.
(i) Subsequent to the date of this Agreement, there
shall not have occurred (i) any material change in or
affecting the business, properties, financial condition or
results of operations of the Company and its subsidiaries
taken as a whole not contemplated by the Prospectus or any
amendment or supplement thereto (including the documents
incorporated by reference therein at the date thereof) that,
in the opinion of the
-12-
<PAGE> 13
Representatives, would materially and adversely affect the
market for the Firm Shares or (ii) any event or development
relating to or involving the Company or any officer or
director of the Company that makes any statement made in the
Prospectus (including the documents incorporated therein by
reference at the date thereof) untrue or that, in the
opinion of the Company and its counsel or the
Representatives and counsel for the Underwriters, requires
the making of any addition to or change in the Prospectus or
any amendment or supplement thereto in order to state a
material fact required by the Act to be stated therein or
necessary in order to make the statements therein not
misleading, if amending or supplementing the Prospectus to
reflect such event or development would, in the opinion of
the Representatives, adversely affect the market for the
Firm Shares.
(j) The Firm Shares shall have been listed (subject to
official notice of issuance) on the NYSE.
In case any of the conditions specified above in this
Section 6 shall not have been fulfilled at the Time of Delivery,
this Agreement may be terminated by the Representatives upon
notice thereof to the Company at any time at or prior to the Time
of Delivery. Any such termination shall be without liability of
any party to any other party, except as otherwise provided in
Section 5 hereof and except that the provisions of Section 9
hereof shall survive any such termination.
7. Conditions to Obligations of the Underwriters to
------------------------------------------------
Purchase Option Shares. The several obligations of the
- ----------------------
Underwriters to purchase and pay for any Option Shares shall be
subject to the accuracy of the representations and warranties of
the Company set forth in Section 1 hereof as of the date hereof,
to the accuracy of the statements of the officers of the Company
made in any certificate given pursuant to the provisions hereof,
to the performance by the Company of its obligations hereunder to
be performed at or prior to the Option Shares Time of Delivery
with respect to such Option Shares, and to the following
additional conditions:
(a) (i) No stop order suspending the effectiveness of
the Registration Statement shall be in effect at such Option
Shares Time of Delivery and no order of the Commission
directed to the adequacy or accuracy of any document
incorporated by reference in the Prospectus shall be in
effect at such Option Shares Time of Delivery; no
proceedings for any such purpose shall be pending before, or
threatened by, the Commission on such date; if the Completed
Prospectus, or any supplement thereto or to the Prospectus,
is required to be filed with the Commission pursuant to Rule
424(b) of the Regulations, the Completed Prospectus, or any
such supplement, shall have been filed in the manner and
within the time period required by Rule 424(b) of the
Regulations and the Company shall have provided evidence
satisfactory to the Representatives thereof; and the
Representatives shall have received a certificate dated such
Option Shares Time of Delivery and signed by an executive
officer of the Company to the effect that no such order is
in effect and that no proceedings for any such purpose are
pending before, or to the knowledge of the Company
threatened by, the Commission; (ii) there shall not have
been any change in the matters described in the letter
furnished pursuant to Section 6(d) hereof the effect of
which would, in the opinion of the Representatives,
materially and adversely affect the market for such Option
Shares; (iii) there shall not have been, since the
respective dates as of which information is given in the
Registration Statement
-13-
<PAGE> 14
and the Prospectus (or any amendment or supplement thereto),
except as may otherwise be stated in the Registration
Statement and the Prospectus (or any amendment or supplement
thereto), any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and its subsidiaries
taken as a whole; and (iv) the Company and its subsidiaries
shall not have any liabilities or obligations, direct or
contingent (whether or not in the ordinary course of
business), that are material to the Company and its
subsidiaries taken as a whole, other than those reflected in
the Registration Statement or the Prospectus (or any
amendment or supplement thereto).
(b) At such Option Shares Time of Delivery, there
shall be in full force and effect an order of the MPSC
authorizing the issuance and sale of the Securities on the
terms and conditions herein set forth, and containing no
provision unacceptable to the Representatives by reason of
the fact that it is materially adverse to the Company (it
being understood that no order in effect on the date hereof
contains any such unacceptable provision).
(c) At such Option Shares Time of Delivery, the
Representatives shall have received from Gerald T. McNeive,
Jr., Esq., Vice President and Associate General Counsel of
the Company, and Winthrop, Stimson, Putnam & Roberts,
counsel for the Underwriters, opinions, dated such Option
Shares Time of Delivery, with respect to such Option Shares
in substantially the form and substance prescribed in
Exhibits A and B, respectively, hereto.
(d) At such Option Shares Time of Delivery, Deloitte &
Touche LLP shall have furnished to the Representatives a
letter, dated such Option Shares Time of Delivery, to the
effect that the statements set forth in the letter furnished
pursuant to Section 5(d) hereof are reaffirmed, except that
the specified date referred to therein shall be a date not
more than five days prior to such Option Shares Time of
Delivery.
(e) At such Option Shares Time of Delivery, the
Representatives shall have received a certificate, dated
such Option Shares Time of Delivery and signed by an
executive officer of the Company, to the effect that (i) the
Company's representations and warranties set forth in
Section 1 hereof are true and correct at and as of such
Option Shares Time of Delivery with the same effect as if
made at and as of such Option Shares Time of Delivery;
provided, however, that (A) if any post-effective amendment
to the Registration Statement shall have been filed
subsequent to the date hereof, the Registration Statement
referred to in Section 1(b) hereof shall be deemed, for the
purposes of such certificate, to include such amendment, (B)
if the Completed Prospectus shall have been filed with the
Commission pursuant to Rule 424 of the Regulations, the
Prospectus referred to in Sections 1(c), (e), (f), (g) and
(i) hereof shall be deemed, for the purposes of such
certificate, to be the Completed Prospectus and (C) the
Company's representations and warranties with respect to the
accuracy and sufficiency of the Prospectus shall not apply
to any statements or omissions in the Completed Prospectus
made in reliance upon and in conformity with the information
furnished in writing to the Company, through the
Representatives by or on behalf of the Underwriters,
specifically for use therein, (ii) the Company shall have
performed all of its obligations hereunder
-14-
<PAGE> 15
to be performed at or prior to such Option Shares Time of
Delivery, (iii) if the Company shall have been required to
file the Completed Prospectus, as the case may be, with the
Commission pursuant to Rule 424(b) of the Regulations, the
Company shall have done so and (iv) the order described in
Section 7(b) hereof shall be in full force and effect.
(f) All legal proceedings to be taken in connection
with the issuance and sale of the Securities shall be
satisfactory in form and substance to counsel for the
Underwriters.
(g) There shall not have been any announcement by any
"nationally recognized statistical rating organization," as
defined for purposes of Rule 436(g) of the Regulations, that
(i) it is downgrading its rating assigned to any debt
securities or preferred or preference stock of the Company
or (ii) it is reviewing, or placing on credit watch, its
rating assigned to any debt securities or preferred or
preference stock of the Company with a view to possible
downgrading, or with negative implications, or direction not
determined.
(h) Subsequent to the date of this Agreement, there
shall not have occurred (i) any material adverse change in
the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and
its subsidiaries taken as a whole not contemplated by the
Prospectus or any amendment or supplement thereto (including
the documents incorporated therein by reference at the date
thereof) that, in the opinion of the Representatives, would
materially, adversely affect the market for the Securities
or (ii) any event or development relating to or involving
the Company or any officer or director of the Company that
makes any statement made in the Prospectus or any amendment
or supplement thereto (including the documents incorporated
therein by reference at the date thereof) untrue or that, in
the opinion of the Company and its counsel or the
Representatives and counsel for the Underwriters, requires
the making of any addition to or change in the Prospectus or
any amendment or supplement thereto in order to state a
material fact required by the Act to be stated therein or
necessary in order to make the statements therein not
misleading, if amending or supplementing the Prospectus to
reflect such event or development would, in the opinion of
the Representatives, adversely affect the market for the
Securities.
(i) Such Option Shares shall have been listed (subject
to official notice of issuance) on the NYSE.
In case any of the conditions specified above in this
Section 7 shall not have been fulfilled at such Option Shares
Time of Delivery, this Agreement may be terminated by the
Representatives upon notice thereof to the Company at any time at
or prior to such Option Shares Time of Delivery. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in Section 5 hereof and
except that the provisions of Section 9 hereof shall survive any
such termination.
8. Conditions of Company's Obligation. The obligation
----------------------------------
of the Company to deliver the Firm Shares at the Time of Delivery
and any Option Shares at the Option Shares Time of Delivery with
respect to such Option Shares shall be subject to the following
conditions:
-15-
<PAGE> 16
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Time of
Delivery or such Option Shares Time of Delivery, as the case
may be, and no order of the Commission directed to the
adequacy or accuracy of any document incorporated by
reference in the Prospectus shall be in effect at such date;
and no proceedings for any such purpose shall be pending
before, or threatened by, the Commission at the Time of
Delivery or such Option Shares Time of Delivery, as the case
may be.
(b) At the Time of Delivery or such Option Shares Time
of Delivery, as the case may be, there shall be in full
force and effect an order of the MPSC authorizing the
issuance and sale of the Securities on the terms and
conditions herein set forth, and containing no provisions
unacceptable to the Company by reason of the fact that it is
materially adverse to the Company (it being understood that
no order in effect on the date hereof contains any such
unacceptable provision).
In case any of the conditions specified above in this
Section 8 shall not have been fulfilled at the Time of Delivery
or such Option Shares Time of Delivery, as the case may be, this
Agreement may be terminated by the Company, upon notice thereof
to the Representatives. Any such termination shall be without
liability of any party to any other party, except as otherwise
provided in Section 5 hereof.
9. Indemnification; Contribution.
-----------------------------
(a) The Company agrees to indemnify and hold harmless
each of the Underwriters and each person, if any, who
controls any of the Underwriters within the meaning of
Section 15 of the Act against (i) any and all losses,
claims, damages, liabilities and expenses whatsoever, as
incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including
any information deemed to be a part thereof pursuant to Rule
430A(b) of the Regulations, or the omission or alleged
omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged
untrue statement of a material fact contained in any
preliminary prospectus relating to the Securities or the
Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; (ii) any and all
losses, claims, damages, liabilities and expenses
whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, if such
settlement is effected with the written consent of the
Company; and (iii) any and all expense whatsoever, as
incurred (including, subject to Section 9(c) hereof, the
fees and disbursements of counsel chosen by the
Representatives), reasonably incurred in investigating,
preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based
upon any untrue statement or omission, or any such alleged
untrue statement or omission, to the
-16-
<PAGE> 17
extent that any such expense is not paid under clause (i) or
(ii) above; provided, however, that the indemnity agreement
contained in this Section 9(a) shall not apply to any such
losses, claims, damages, liabilities or expenses to the
extent arising out of any such untrue statement or alleged
untrue statement, or any such omission or alleged omission,
made in reliance upon written information furnished to the
Company, through the Representatives by such Underwriter,
expressly for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus relating to
the Securities or the Prospectus (or any amendment or
supplement thereto).
(b) Each of the Underwriters, severally, agrees to
indemnify and hold harmless the Company, its directors, each
of its officers who shall have signed the Registration
Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act against any and
all losses, claims, damages, liabilities and expenses
described in Section 9(a) hereof, as incurred, but only with
respect to the untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary
prospectus relating to the Securities or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the
Company, through the Representatives by such Underwriter,
expressly for use in connection with the Registration
Statement (or any amendment thereto) or any preliminary
prospectus relating to the Securities or the Prospectus (or
any amendment or supplement thereto).
(c) Each indemnified party shall give notice as
promptly as reasonably practicable of any action commenced
against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability
on account of this indemnity agreement except to the extent
that such indemnifying party has been prejudiced in any
material respect by such failure or from any liability that
such indemnifying party may have to such indemnified party
otherwise than on account of this indemnity agreement. In
case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party
of the commencement thereof, such indemnifying party shall
be entitled to participate and, to the extent that it shall
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel
to the indemnifying party) and, after notice from the
indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under Section
9(a) or (b) hereof for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by
such indemnified party, in connection with the defense
thereof. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel
(including local counsel) separate from their own counsel
for all indemnified parties in connection with any one
action or separate but similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances.
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnity
agreement provided for in Section 9(a) or (b) hereof is for
any
-17-
<PAGE> 18
reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms,
the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages, liabilities and expenses
of the nature contemplated by such indemnity agreement
incurred by the Company and one or more of the Underwriters,
as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage
that the underwriting discount appearing on the cover page
of the Prospectus bears to the initial public offering price
appearing thereon and the Company is responsible for the
balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9(d), each
person, if any, who controls an Underwriter within the
meaning of Section 15 of the Act shall have the same rights
to contribution as such Underwriter, and each director of
the Company, each officer of the Company who shall have
signed the Registration Statement and each person, if any,
who controls the Company within the meaning of Section 15 of
the Act shall have the same rights to contribution as the
Company.
10. Termination.
-----------
(a) The Representative may terminate this Agreement at
any time at or prior to the Time of Delivery, or rescind the
exercise of the Option by the Underwriters at any time prior
to an Option Shares Time of Delivery, by notice to the
Company, if prior to the Time of Delivery or such Option
Shares Time of Delivery, as the case may be, (i) there has
been, since the date of this Agreement or since the
respective dates as of which information is given in the
Registration Statement, any material adverse change in the
business or the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the
Company and its subsidiaries taken as a whole, whether or
not arising in the ordinary course of business, or (ii)
there has occurred any material adverse change in the
financial markets in the United States or any outbreak of
hostilities or escalation of any existing hostilities or
calamity or crisis, the effect of which is such as to make
it, in the reasonable judgment of the Representatives,
impracticable to market the Securities or to enforce
contracts for the sale of the Securities, or (iii) trading
in the Common Stock has been suspended by the Commission, or
trading generally in securities on the NYSE or the American
Stock Exchange has been suspended, or minimum or maximum
prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of the
NYSE or the American Stock Exchange or by order of the
Commission or any other governmental authority, or a banking
moratorium has been declared by either Federal, New York or
Missouri authorities.
(b) Notwithstanding any termination of this Agreement
pursuant to this Section 10, such termination will be
without liability of any party to any other party hereunder
except for the payment obligations set forth in Section 5
hereof and except that the provisions of Section 9 hereof
shall remain in effect.
11. Notices. All statements, requests, notices and
-------
agreements hereunder shall be in writing or by telephone if
confirmed in writing within 24 hours and, if to the Underwriters,
shall be sufficient in all respects if delivered or sent by
registered mail to the
-18-
<PAGE> 19
Representatives at the address given on the last page hereof;
and, if to the Company, shall be sufficient in all respects if
delivered or sent by registered mail to the Company, c/o Donald
L. Godiner, Esq., Senior Vice President, General Counsel and
Secretary, Laclede Gas Company, 720 Olive Street, St. Louis,
Missouri 63101; provided, however, that any notice to any of the
Underwriters pursuant to Section 9(c) hereof shall be delivered or sent by
registered mail to such party at its principal executive offices.
12. Information for Use in Prospectuses. The
-----------------------------------
information with respect to the price to the public of the
Securities to be set forth on, and the information to be set
forth in the last paragraph of, the cover page of, and the
information to be set forth in the second paragraph under the
table under "Underwriting" in, the Prospectus shall be deemed to
have been furnished in writing to the Company through the
Representatives by or on behalf of the Underwriters specifically
for use therein.
13. Representations and Warranties of Representatives.
-------------------------------------------------
Each of the Representatives represents and warrants to the
Company that it has full power and authority (a) to enter into
this Agreement on behalf of each of the Underwriters listed in
Schedule I hereto and (b) to act on behalf of each of the
Underwriters with respect to the performance of this Agreement.
In all dealings hereunder, the Company shall be entitled to act
and rely upon any statement, request, notice or agreement on
behalf of all of the Underwriters made or given either by all of
the Representatives jointly or by any of the Representatives
individually.
14. Miscellaneous.
-------------
(a) This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Company and,
to the extent provided in Section 9 hereof, the directors
and officers of the Company and each person who controls the
Company or any of the Underwriters, and their respective
heirs, executors, administrators, successors and assigns,
and no other person shall acquire or have any right under or
by virtue of this Agreement. No purchaser of any of the
Securities from any of the Underwriters shall be deemed a
successor or assign by reason merely of such purchase.
(b) This Agreement shall be construed in accordance
with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.
(c) This Agreement may be executed by any one or more
of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same
instrument.
-19-
<PAGE> 20
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
counterparts hereof enclosed, and upon the acceptance hereof by
you, this letter and such acceptance hereof shall constitute a
binding agreement between the several Underwriters and the
Company.
Very truly yours,
LACLEDE GAS COMPANY
By:----------------------------------
Name:
Title:
Accepted at New York, New York
as of the date first above written:
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
For themselves and as Representatives of
the other Underwriters named in Schedule I
to this Underwriting Agreement.
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By----------------------------------------
Authorized Signatory
Address: Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
-20-
<PAGE> 21
<TABLE>
SCHEDULE I
<CAPTION>
Number of Shares
to be Purchased
Underwriters ---------------
------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
A.G. Edwards & Sons, Inc.
Smith Barney Inc.
Total 1,550,000
=========
</TABLE>
<PAGE> 22
Exhibit A
---------
[Opinion of Gerald T. McNeive, Jr., Esq.]
[Letterhead of the Company]
[-----], 1995
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
As Representatives of the several
Underwriters named in Schedule I
to the Underwriting Agreement referred
to below (the "Underwriters")
c/o Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
Ladies and Gentlemen:
I am Vice President and Associate General Counsel of
Laclede Gas Company (the "Company") and have acted in that
capacity in connection with the issuance and sale by the Company
pursuant to the Underwriting Agreement dated [-----], 1995
between the Company and the Underwriters (the "Underwriting
Agreement") of 1,550,000 shares of the Company's Common Stock,
par value $1 per share (the "Shares"). The terms "Registration
Statement" and "Prospectus" as used herein have the same meanings
as when used in the Underwriting Agreement.
I am familiar with the Articles of Incorporation, as
amended, and By-Laws of the Company (the "Articles" and the "By-
Laws," respectively) and the records of various corporate and
other proceedings, including the actions taken by the Company's
Board of Directors [and the Executive Committee thereof] relating
to the authorization, issuance and sale of the Shares. I have
participated in the preparation of or reviewed (a) the
Underwriting Agreement; (b) the Registration Statement and the
Prospectus; and (c) the proceedings before the Missouri Public
<PAGE> 23
Service Commission (the "MPSC") for authority to issue and sell
the Shares and the order dated April --, 1995 for authority to
issue and sell the Shares entered by the MPSC in respect thereto.
I have examined the Annual Report on Form 10-K of the
Company for the fiscal year ended September 30, 1994, the
Quarterly Reports on Form 10-Q of the Company for the quarterly
periods ended December 31, 1994 and March 31, 1995 and the Form
8-A Registration Statement of the Company dated April 7, 1986
(the "Exchange Act Documents"), each as filed with the Securities
and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus.
I have examined a copy of an order dated [-----], 1995,
from the Commission to the Company relating to the effectiveness
of the Registration Statement under the Securities Act of 1933,
as amended (the "Securities Act"). I have also examined such
other documents and satisfied myself as to such other matters as
I have deemed necessary to render this opinion. In the course of
such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me
as certified or photostatic copies and the authenticity of the
originals of such latter documents. I have also relied upon
information submitted to me by certain officers of the Company
with respect to the existence or non-existence of certain facts
that form the basis for the opinions set forth herein. Although
I have not conducted any independent investigations of the
accuracy of various of the matters covered by such information
supplied by officers of the Company, I have no reason to believe
that any of the matters covered thereby are inaccurate. I have
also relied on certain documents, instruments and certificates of
public officials. I have not examined the Shares, except a
specimen thereof, and have relied upon a certificate of the
transfer agent and registrar for the Shares as to the issuance,
registration and countersignature thereof. Upon the basis of my
familiarity with the foregoing and with the Company's properties
and affairs generally, and as limited by the foregoing
qualifications and limitations, I am of the opinion that:
1. Each of the Company, Laclede Pipeline Company and
Laclede Energy Resources is a corporation duly organized and
validly existing in good standing under the laws of the
State of Missouri.
2. The Company is a public utility corporation, is
duly authorized by the Articles to conduct the utility
business that it is described in the Prospectus as
conducting, and, by virtue of its possession of valid and
subsisting licenses, franchises and permits, and its
compliance with the laws of the State of Missouri, is duly
authorized to conduct such business in that State, and the
Company is legally qualified to conduct in Louisiana,
Oklahoma and Texas the businesses in which it is engaged in
those states. [In this regard, it should be noted that the
Company is presently seeking to renew its franchise in
Florissant, Missouri, which expired in 1992.]
3. All of the outstanding shares of capital stock of
the Company (other than the Shares) have been duly and
validly authorized and issued and are fully paid and non-
assessable.
A-2
<PAGE> 24
4. The Shares have been duly and validly authorized
and, when the Shares shall have been delivered against
payment therefor as provided in the Underwriting Agreement,
they will have been duly and validly issued and will be
fully paid and non-assessable and entitled to the rights set
forth in the Articles and the Rights Agreement between the
Company and The Boatmen's National Bank of St. Louis; and
there are no preemptive rights or other rights to subscribe
for or to purchase, or any restriction upon the voting or
transfer of, the Shares pursuant to the Articles (other than
Article III-B thereof) or the By-Laws, or other agreement or
instrument known to me to which the Company is a party or by
which it is bound or to which any of the property of the
Company is subject.
5. The Shares conform as to legal matters with the
description thereof contained in the Prospectus, and the
specimen certificate for the Shares is in due and proper
form.
6. The Shares shall have been listed (subject to
official notice of issuance) on the New York Stock Exchange.
7. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
8. The Registration Statement has become and is
effective under the Securities Act; and, to the best of my
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8(d) of the
Securities Act.
9. The MPSC has issued an order authorizing the
issuance and sale by the Company of the Shares; the issuance
and sale of the Shares in accordance with the Underwriting
Agreement are in conformity with the terms of such order;
and no further approval, authorization, consent or other
order of any public board or body (other than in connection
or in compliance with the provisions of the securities or
blue sky laws of any jurisdiction) is legally required for
the issuance and sale of the Shares on the terms and
conditions set forth in the Underwriting Agreement.
10. There are no legal, governmental or administrative
proceedings pending to which the Company is a party or of
which any property of the Company is the subject, other than
as set forth in the Prospectus and other than proceedings
incident to the kind of business conducted by the Company,
the outcome of which would not singly or in the aggregate
have a materially adverse effect on the financial position,
stockholders' equity or results of operations of the
Company; and, to the best of my knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others.
11. The consummation of the transactions contemplated
in the Underwriting Agreement and the fulfillment of the
terms thereof will not result in a breach of any of the
terms or provisions of, or constitute a default under, any
statute, indenture, mortgage, deed of trust or other
agreement or instrument known to me to which the Company is
a party or by which it is bound or to which any of the
property of the Company is subject,
A-3
<PAGE> 25
or the Articles or the Bylaws or any order, rule or
regulation of any court or other governmental body having
jurisdiction over the Company or any of its property.
In passing upon the form of the Registration Statement
and the form of the Prospectus, I necessarily assume the
correctness and completeness of the statements made by the
Company and the information included or incorporated by reference
in the Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to me and as set forth in paragraph 5. above. In the course of
the preparation of the Registration Statement and the Prospectus,
I participated in conferences with certain of the Company's
officers and employees, with representatives of Deloitte & Touche
LLP, the independent accountants for the Company, with your
representatives and with counsel for the Underwriters. Based on
my examination of the Registration Statement and the Prospectus,
and my investigations made in connection with the preparation of
the Registration Statement and the Prospectus and my
participation in the conferences referred to above, (i) I am of
the opinion that the Registration Statement, as of the date it
was declared effective by the Commission, and the Prospectus, as
of the date it was filed with the Commission pursuant to Rule
424(b) under the Securities Act, complied as to form in all
material respects with the requirements of the Securities Act and
the applicable rules and regulations of the Commission thereunder
and that the Exchange Act Documents complied as to form when
filed in all material respects with the requirements of the
Exchange Act and the applicable rules and regulations of the
Commission thereunder, except that in each case I express no
opinion with respect to the financial statements or schedules or
other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Prospectus or the
Exchange Act Documents, and (ii) I have no reason to believe that
the Registration Statement, as of the date it was declared
effective by the Commission, contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements
therein not misleading or that the Prospectus, as of the date
hereof, includes any untrue statement of a material fact or omits
to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under
which they were made, not misleading, except that in each case I
express no opinion or belief with respect to the financial
statements or schedules or other financial or statistical data
contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents.
I have examined the portions of the information
contained in the Registration Statement that are stated therein
to have been made on my authority and, upon my review thereof, I
believe such information to be correct.
I am also delivering this opinion to Winthrop, Stimson,
Putnam & Roberts, who is entitled to rely upon this opinion to
the same extent as if such opinion were addressed to such firm.
This opinion is rendered to you and Winthrop, Stimson, Putnam &
Roberts in connection with the above-described transaction. This
opinion may not be relied upon by you or Winthrop, Stimson,
Putnam & Roberts for any other purpose, or relied upon by or
furnished to any other person, firm or corporation (other than
the Underwriters), without my prior written consent.
Very truly yours,
A-4
<PAGE> 26
Exhibit B
---------
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
[-----], 1995
MERRILL LYNCH & CO.
Merrill Lynch Pierce, Fenner & Smith
Incorporated
A.G. EDWARDS & SONS, INC.
SMITH BARNEY INC.
As Representatives of the several
Underwriters named in Schedule I
to the Underwriting Agreement
referred to below (the "Underwriters")
c/o Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
Ladies and Gentlemen:
We have acted as your counsel in connection with the
issuance and sale by Laclede Gas Company (the "Company") of
1,550,000 shares of the Company's Common Stock, par value $1 per
share (the "Shares"), pursuant to the Underwriting Agreement
dated [-----], 1995 between the Underwriters and the Company (the
"Underwriting Agreement"). The terms "Registration Statement"
and "Prospectus" as used herein have the same meanings as when
used in the Underwriting Agreement.
<PAGE> 27
We have examined the Registration Statement and the
Prospectus, which pursuant to Form S-3 under the Securities Act
of 1933, as amended (the "Securities Act"), incorporates by
reference the Annual Report on Form 10-K of the Company for the
fiscal year ended September 30, 1994, the Quarterly Reports on
Form 10-Q of the Company for the quarterly periods ended December
31, 1994 and March 31, 1995 and the Form 8-A Registration
Statement of the Company dated April 7, 1986 (the "Exchange Act
Documents"), each as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). In addition, we have
examined, and have relied as to matters of fact upon, the
documents delivered to you at the closing (except the Shares, of
which we have examined a specimen, and have relied upon a
certificate of the transfer agent and registrar for the Shares as
to the issuance, registration and countersignature thereof) and
upon originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements,
documents and other instruments and such certificates or
comparable documents of public officials and of officers and
representatives of the Company, and have made such other and
further investigations, as we have deemed relevant and necessary
as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such latter documents.
With respect to legal matters governed by the laws of
the State of Missouri, we understand that you are relying upon
the opinion of Gerald T. McNeive, Jr., Esq., Vice President and
Associate General Counsel of the Company, of even date, addressed
to you. We believe that such opinion is satisfactory in form and
that you are justified in relying thereon and we, on our part,
have relied solely on said opinion as to such matters. We do not
pass upon legal matters regarding the incorporation of the
Company or its qualification to do business in any jurisdiction,
as to which we understand you are relying upon the aforesaid
opinion of Mr. McNeive.
Based upon the foregoing and subject to the
qualifications and limitations stated therein, we hereby advise
you that in our opinion:
1. The Shares have been duly authorized by the Company
and, upon payment and delivery in accordance with the
Underwriting Agreement, will be validly issued, fully paid
and nonassessable.
2. The statements made in the Prospectus under the
caption "Description of Common Stock," insofar as they
purport to constitute summaries of the terms of documents
referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
3. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
B-2
<PAGE> 28
4. The Registration Statement has become and is
effective under the Securities Act; and, to the best of my
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8(d) of the
Securities Act.
5. No approval, authorization, consent or other order
of any governmental agency or body of the United States of
America or the State of New York is legally required for the
issuance and sale by the Company of the Shares on the terms
and conditions set forth in the Underwriting Agreement
(other than the order of the Commission declaring the
Registration Statement effective and except that we express
no opinion as to any such approval, authorization, consent
or other order as may be required under the provisions of
the securities or blue sky laws of the State of New York in
connection with the purchase and distribution of the Shares
by the Underwriters).
In passing upon the form of the Registration Statement
and the form of the Prospectus, we necessarily assume the
correctness and completeness of the statements made by the
Company and the information included or incorporated by reference
in the Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph 2. above. In the course of
the preparation by the Company of the Registration Statement and
the Prospectus (excluding the Exchange Act Documents), we
participated in conferences with certain of its officers and
employees, with counsel for the Company, with representatives of
Deloitte & Touche LLP, the independent accountants who examined
certain of the Exchange Act Documents, and with your
representatives. We did not prepare the Exchange Act Documents.
Based on our examination of the Registration Statement, the
Prospectus and the Exchange Act Documents, our investigations
made in connection with the preparation of the Registration
Statement and the Prospectus (excluding the Exchange Act
Documents) and our participation in the conferences referred to
above, (i) we are of the opinion that the Registration Statement,
as of the date it was declared effective by the Commission, and
the Prospectus, as of the date it was filed with the Commission
pursuant to Rule 424(b) under the Securities Act, complied as to
form in all material respects with the requirements of the
Securities Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents
complied as to form when filed in all material respects with the
requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder, except that in each
case we express no opinion with respect to the financial
statements or schedules or other financial or statistical data
contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents, and (ii)
we have no reason to believe that the Registration Statement, as
of the date it was declared effective by the Commission,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading or that
the Prospectus, as of the date hereof, includes any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not
misleading, except that in each case we express no opinion or
belief with respect to the financial statements or schedules or
other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Prospectus or the
Exchange Act Documents.
B-3
<PAGE> 29
We are members of the Bar of the State of New York and
we do not express any opinion herein as to any matters governed
by any laws other than the laws of the State of New York, the
Federal laws of the United States of America and, to the extent
set forth herein, the laws of the State of Missouri.
This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon
by you for any other purpose, or relied upon by or furnished to
any other person, firm or corporation (other than the
Underwriters), without our prior written consent.
Very truly yours,
<PAGE> 1
BY-LAWS
OF
LACLEDE GAS COMPANY
ARTICLE I
OFFICES
PRINCIPAL OFFICE. The principal office in the State of
Missouri shall be at 720 Olive Street in the City of St. Louis.
ARTICLE II
SEAL
The seal of the Company shall be circular in form and shall
have inscribed thereon the name of the Company and the words "Seal,
St. Louis, Missouri." It may be either an impression upon wax or
paper or printed from a steel engraved plate.
ARTICLE III
STOCKHOLDERS' MEETING
SECTION 1. ANNUAL MEETINGS. The annual meeting of the
stockholders for the election of directors and for the transaction
of such other business as may properly come before the meeting,
shall be held at the hour of 10 o'clock A.M. on the fourth Thursday
of January in each year beginning with the year 1950, unless such
day shall be a legal holiday, in which event the meeting shall be
held on the next succeeding business day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
stockholders may be called by or at the request of the President or
Board of Directors, and the Secretary shall call any such special
meeting whenever requested in writing so to do by the holders of
record of not less than one-third of the shares of the capital
stock of the Company then outstanding and entitled to vote thereat.
SECTION 3. NOTICES OF MEETINGS. Notice of any annual or
special meeting of the stockholders shall be given by mailing to
each stockholder of record entitled to vote at such meeting a
written or printed notice of such meeting, stating the place,
day and hour of the meeting, and, in case of a special meeting
the purpose or purposes for which the meeting is called,
in a postage prepaid envelope addressed to
<PAGE> 2
each such stockholder at his address as it appears on the records
of the Company. Such notice shall be mailed not less than ten nor
more than fifty days before the date of the meeting.
SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders
of the Company may be held at such place, either within or without
the State of Missouri, as may be fixed from time to time by
resolution of the Board of Directors and designated in the notice
of meeting.
SECTION 5. QUORUM: ADJOURNMENTS. The holders of a majority
of the stock issued and outstanding and entitled to vote, present
in person or represented by proxy, shall be requisite and
sufficient to constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise
required by the Charter or these By-Laws. If, however, such
majority shall not be present or represented at any meeting of the
stockholders, a majority of the stockholders present in person or
by proxy, shall have the right successively to adjourn the meeting
to a specified date not longer than ninety days after such
adjournment, and no notice need be given of such adjournment to
stockholders not present at the meeting. At any adjourned meeting
at which a quorum of stockholders is present in person or by proxy,
any business may be transacted which might have been transacted at
the meeting as originally called.
SECTION 6. VOTING: PROXIES. At each meeting of the
stockholders each stockholder entitled to vote thereat may vote in
person or by proxy, subscribed by such stockholder or by his duly
authorized attorney. Such proxy shall be in writing, but need not
be sealed, witnessed, or acknowledged, and shall be filed with the
Secretary at or before the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy. The vote for directors, and, upon the
demand of any stockholder, the vote upon any question before the
meeting, shall be by ballot. In all elections for directors, each
stockholder who is entitled to vote shall have the right to cast as
many votes in the aggregate as shall equal the number of voting
shares held by him in the Company, multiplied by the number of
directors to be elected at such election, and each such stockholder
may cast his whole number of votes either in person or by proxy,
for one candidate, or distribute them among two or more candidates.
In voting on any proposition other than the election of directors,
each stockholder shall have one vote for each share of stock which
he is entitled to vote on such proposition.
SECTION 7. ORGANIZATION. Every meeting of the
stockholders for whatever object shall be convened by the
President, Secretary or other officer or person calling the
meeting, and in the absence of such officer or person the
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meeting may be convened by any officer of the Company, and in the
absence of an officer of the Company, the meeting may be convened
by the person duly elected Chairman of such meeting. The officer
or person convening the meeting shall act as Chairman thereof. The
Secretary of the Company shall act as Secretary of all meetings of
stockholders and in his absence the Chairman of the meeting may
designate an Assistant Secretary of Company or another person to
act as Secretary of the meeting.
ARTICLE IV
DIRECTORS
SECTION 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The
property, business and affairs of the Company shall be managed and
controlled by its Board of Directors which shall, effective at the
close of business on January 26, 1995, consist of nine (9) members.
Directors shall serve for three-year staggered terms, with one-
third of the total number of Directors to be elected at each annual
meeting of stockholders. All Directors shall serve for their
respective terms and until their respective successors shall be
duly elected and qualified.
SECTION 2. POWERS AND DUTIES. In addition to the powers and
duties of these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the Company and do all
such lawful acts and things as are not by the Charter or by these
By-Laws directed or required to be exercised or done by the
stockholders.
SECTION 3. COMPENSATION. Directors who are not officers or
employees of the Company may receive for their service as directors
such annual compensation as may be determined by resolution of the
Board of Directors. In addition, all directors as such shall
receive their expenses, if any, of attending meetings of the Board
of Directors and may receive a fixed sum for attendance as may be
determined by resolution of the Board of Directors; provided, that
nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity and
receiving compensation therefor.
Members of special or standing committees of the Board of
Directors shall receive their expenses, if any, of attending
committee meetings and may receive a fixed sum for attendance of
committee meetings as may be determined by resolution of the Board
of Directors.
SECTION 4. QUALIFICATIONS. Directors need not be
stockholders of the Company. At least one director shall
be a bona fide citizen and resident of the State of Missouri.
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No person shall be eligible for election as a director to any term
commencing after April 24, 1980, if at the time of such election
such person has reached the age of 71 years.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. REGULAR MEETINGS: NOTICE. A regular meeting of
the Board of Directors shall be held annually within two (2) weeks
after the annual meeting of the stockholders, at which meeting
officers of the Company shall be elected. The stockholders at
their annual meeting may fix the time and place of such annual
meeting of the Board of Directors, but if the stockholders do not
take such action, said meeting shall be held at a time and place
agreed upon in writing by all of the newly elected directors or may
be called by the President provided notice of the time and place of
such meeting shall be given in accordance with Section 3 of this
Article V.
A regular meeting of the Board of Directors shall be held
within two (2) weeks after any special meeting of the stockholders
to act upon the subject-matter decided by the election, or the vote
at said stockholders' meeting upon notice of the time, place and
purpose of such meeting given in accordance with Section 3 of this
Article V.
Other regular meetings of the Board of Directors shall be held
without notice on the fourth Thursday in each month, or at such
other times as may be determined by the Board of Directors.
SECTION 2. SPECIAL MEETINGS: REQUEST. Special Meetings of
the Board of Directors may be called upon request of the President
or three (3) members of the Board of Directors, provided notice of
the time, place and purpose of such meeting shall be given in
accordance with Section 3 of this Article V.
SECTION 3. NOTICES. Notice of every annual or special
meeting of the Board of Directors shall be given at least five (5)
days previous thereto (unless in case of emergency the President or
three (3) members of the Board shall prescribe a shorter time)
either personally or by written notice mailed to each director at
his last known business address or by telephone or telegraph. Every
such notice shall state the time, place and purpose of such
meeting.
SECTION 4. PLACE OF MEETINGS. Meetings of the Board
of Directors shall be held at the principal office of the
Company in St. Louis, Missouri, or at such other place or
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places, as may, from time to time, be determined by the Board
of Directors.
SECTION 5. QUORUM: VOTING: ADJOURNMENTS. At all meetings
of the Board of Directors, a majority of the duly elected Board
shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum present, shall be
the act of the Board of Directors, except as may be otherwise
specifically provided by the Charter or by these By-Laws. In the
absence of a quorum, a majority of the directors present shall have
power to adjourn the meeting from time to time, without notice,
other than announcement at the meeting, until a quorum shall
attend, when any business may be transacted which might have been
transacted at the meeting as originally called.
SECTION 6. ACTION BY WRITTEN CONSENT. If all the directors
severally or collectively consent in writing to any action to be
taken by the directors, such consents shall have the same force and
effect as a unanimous vote of the directors at a meeting duly held.
The Secretary shall file such consents with the minutes of the
meetings of the Board of Directors.
SECTION 7. OFFICERS OF THE BOARD. The Board of Directors may
elect from their number a presiding officer to be known as Chairman
of the Board. The Secretary of the Company, or in his absence an
Assistant Secretary, or any person designated from time to time by
the Board shall act as its Secretary.
ARTICLE VI
EXECUTIVE COMMITTEE
The Board of Directors, by resolution adopted by a majority of
the whole Board, may designate two or more from their number, in
addition to the President who shall be a member, to constitute an
Executive Committee, may appoint a Chairman of the Executive
Committee, and may fix the quorum thereof. The Executive
Committee, to the extent provided in said resolution, shall have
and exercise all of the authority of the Board of Directors during
the intervals between the meetings of the Board, including power to
cause the seal of the Company to be affixed to all papers that may
require it.
The Executive Committee shall keep a record of its
proceedings, which shall be reported to the Board of Directors at
the next regular meeting of the Board.
The President may designate from time to time a member of
the Board of Directors to act as a member of the Executive
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Committee at any meeting or meetings thereof in the place of any
member of the Executive Committee absent therefrom.
ARTICLE VII
OFFICER
SECTION 1. NUMBER. The officers of the Company shall consist
of a President, one or more Vice Presidents, a Secretary, a
Treasurer and one or more Assistant Secretaries and Assistant
Treasurers, who shall be appointed by the Board of Directors. The
officers of the Company, except the President, need not be
directors. Any individual may hold more than one office, except
that the offices of President and Vice President may not be held by
the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors
may appoint such other officers and agents as it shall deem
necessary, who shall have such authority, perform such duties and
hold office as from time to time may be determined by the Board of
Directors.
SECTION 3. SALARIES. The salaries of all officers of the
Company shall be fixed by the Board of Directors.
SECTION 4. TERM: REMOVAL. The officers of the Company shall
hold office for one (1) year and until their successors are elected
and qualify. Any officer or officers elected or appointed by the
Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of
Directors.
SECTION 5. CHIEF EXECUTIVE OFFICER. The chief executive
officer of the Company shall be that person designated by the Board
of Directors from among the Chairman of the Board, the Chairman of
the Executive Committee, the President, and the Vice-Presidents of
the Company. In the absence of such designation, the President
shall be the chief executive officer.
ARTICLE VIII
DUTIES OF OFFICERS
SECTION 1. PRESIDENT. The President shall be an ex-officio
member of all standing committees unless otherwise specified in the
resolution creating such committee. He shall in general supervise
and control the business and affairs of the Company, shall have under
his direction and control all subordinate officers and employees
of the Company, and, subject to contrary designation by the Board
of Directors pursuant to Section 5 of Article VII, shall be the
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<PAGE> 7
chief executive officer of the Company. In the absence of the
Chairman at meetings of either the Board of Directors or of the
Executive Committee, the President shall preside. He shall have
power to suspend any subordinate officer appointed by the Board of
Directors until such Board can be convened. He may appoint and
discharge agents or employees and shall perform such other duties
as may be prescribed from time to time by the Board of Directors,
or as may be incident to his office. The President shall be a
member of the Board of Directors.
SECTION 2. VICE-PRESIDENTS. In the absence or disability of
the President, a Vice President, to be designated by the Board of
Directors, shall perform the duties and exercise the powers of the
President. The Vice Presidents shall perform and exercise such
other duties and powers as the Board of Directors may from time to
time prescribe.
SECTION 3. TREASURER. The Treasurer shall have charge of the
funds and receipts of the Company and shall disburse the same as
the Board of Directors may direct. He shall see to the collection
of all accounts, bills receivable, and other demands owing to the
Company. He shall be the custodian of all securities, notes and
evidences of indebtedness belonging to the Company. He shall keep
full and correct books of account, showing all receipts and
disbursements of the Company. He shall, when necessary or proper,
endorse on behalf of the Company for collection checks, notes and
other obligations, and deposit the same and all moneys of the
Company in depositories to be designated by the Board of Directors.
He shall render to the Board of Directors, as and when requested,
an account of all his transactions as Treasurer and of the
financial condition of the Company. He shall perform such other
duties as are incident to his office, or as the Board of Directors
may from time to time prescribe.
The Treasurer shall, if required by the Board of Directors,
give bond for the faithful discharge of his duties, in such amount,
with such surety or sureties as shall be satisfactory to the Board
of Directors.
SECTION 4. SECRETARY. The Secretary shall attend all
meetings of the Board of Directors and keep the minutes of the
same. He shall attend to the giving and serving of all notices of
meetings of stockholders and Board of Directors and shall have the
custody and affixing of the corporate seal when the affixing of such
seal may be required for corporate purposes. He shall superintend
the keeping and have charge of the books, records, and papers of
the Company. Except when a Transfer Agent and Registrar for the
stock of the Company is employed, he shall keep a register of the
address of each shareholder, and make all proper changes in such
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register, retaining and filing his authority for all such entries.
He shall perform such other duties as may be prescribed by the
Board of Directors from time to time, or as may be incident to
his office.
SECTION 5. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries and Assistant Treasurers, if any, shall
perform such duties as the President or the Board of Directors
shall, from time to time, assign to them.
ARTICLE IX
VACANCIES
In case of any vacancy or vacancies in the Board of Directors,
the Board of Directors by a vote of a majority of the remaining
directors may fill the vacancy or vacancies for the unexpired term.
If the office of any officer becomes vacant by reason of
death, resignation, retirement, disqualification or removal from
office, the directors in office may choose a successor or
successors who shall hold office for the unexpired term in respect
of which such vacancy occurred.
ARTICLE X
CERTIFICATES OF STOCK
The certificates of stock of the Company shall be
consecutively numbered in the order of their issue, and the names
of the owners, the number and class of shares and the date of issue
shall be entered in the books of the Company. The certificates
shall be in such form, consistent with the Charter, as the Board of
Directors shall approve, and shall be signed either manually by the
President or a Vice President and also by the Secretary or an
Assistant Secretary or with facsimile signatures of the foregoing
officers, and shall be sealed with the corporate seal, or have a
facsimile thereof printed thereon, and they may also be registered
and counter-signed by a Registrar and a Transfer Agent to be
appointed by the Board of Directors if the Board of Directors shall
by resolution so prescribe.
ARTICLE XI
TRANSFERS OF STOCK
SECTION 1. BY WHOM TRANSFERS MADE. Transfers of Stock
may be made on the books of the Company only by the holder
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thereof or duly authorized attorney, and upon surrender of the
certificate representing the same, properly endorsed.
SECTION 2. CLOSING OF TRANSFER BOOKS. The Board of Directors
may close the transfer books in its discretion for a period not
exceeding fifty days preceding the day appointed for any meeting,
annual or special, of the stockholders, or the payment of a
dividend or the allotment of rights, or in its discretion the Board
of Directors may fix a date not exceeding fifty days preceding any
such appointed day as a record date for the determination of
stockholders entitled to notice of, and to vote at, such meeting or
to receive such dividend or rights, as the case may be.
SECTION 3. HOLDERS OF RECORD. The Company shall be entitled
to treat the holder of record of any share or shares of stock as
the holder in fact thereof and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall
have express or other notice thereof.
SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more Transfer Agents and Registrars
for its stock, and may require all stock certificates to bear the
signature either of a Transfer Agent or of a Registrar, or both.
ARTICLE XII
LOST OR DESTROYED CERTIFICATES
Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and
advertise the same in such manner as the Board of Directors may
require, and shall give the Company, its Transfer Agents and
Registrars, if they shall so require, a bond of indemnity, in form
and with one or more sureties satisfactory to the Board, the
Transfer Agents and the Registrars of the Company, in at least
double the value of the stock represented by said certificate,
whereupon a new certificate may be issued of the same tenor and for
the same number of shares as the one alleged to be lost or
destroyed, but always subject to the approval of the Board of
Directors.
ARTICLE XIII
DIVIDENDS
Subject to the provisions of the Charter, the Board of
Directors shall have absolute discretion in the declaration
of dividends and in fixing and changing the date for the
declaration and payment of dividends. Before payment of any
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dividend or making any distribution of profits, the Board of
Directors may set aside, out of the surplus or net profits of the
Company, such sum or sums as the Board of Directors may from time
to time in its absolute discretion deem proper as a reserve fund
for depreciation or working capital, or for any other purpose which
the Board of Directors shall deem conducive to the interests of the
Company.
ARTICLE XIV
BOOKS AND RECORDS
INSPECTION. The books of accounts and records of the Company
shall be open to inspection by any member of the Board of Directors
or Executive Committee or any officer of the Company. When
entitled to do so under applicable law, stockholders may inspect
the books of the Company at the office of the Company during the
usual business hours of the Company and in the presence of a
representative of the Company, and under such other reasonable
regulations as the officers of the Company may prescribe in the
particular instance.
ARTICLE XV
CONTRACTS, CHECKS, ETC.
SECTION 1. CONTRACTS, ETC. All contracts, deeds, mortgages,
leases or instruments that require the seal of the Company to be
affixed thereto shall be signed by the President or a Vice
President, and by the Secretary, or an Assistant Secretary, or by
such other officer or officers, or person or persons, as the Board
of Directors or Executive Committee may by resolution prescribe.
SECTION 2. CHECKS, DRAFTS, ETC. All Promissory notes,
checks, drafts and other negotiable instruments which shall be
issued by the Company shall be signed by the President or Treasurer
and may also be signed and countersigned by such person or persons
as the Board of Directors or the Executive Committee may by
resolution from time to time prescribe.
ARTICLE XVI
FISCAL YEAR
The fiscal year of the Company shall begin with the end of the
last preceding fiscal year, and end on the next succeeding
September 30. The first such fiscal year begins January 1, 1949,
and ends on September 30, 1949.
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ARTICLE XVII
NOTICES: WAIVER
Whenever under the provisions of these By-Laws notice is
required to be given to any stockholder, director or officer, it
may be given by depositing the same in the post office or a post
office letter box, in a postpaid sealed wrapper, addressed to such
stockholder, director or officer at such address as appears on the
books of the Company, and such notice shall be deemed to be given
at the time of such mailing.
Any stockholder, director or officer may waive in writing any
notice required to be given under these By-Laws either before, at
or after any meeting and such waiver shall be equally as effective
as the due service of notice. Notice of any special meeting of
stockholders or Board of Directors need not be given to any
stockholder or director, respectively, who may be present thereat,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
ARTICLE XVIII
AMENDMENTS
SECTION 1. POWER OF THE BOARD OF DIRECTORS TO AMEND, ETC. As
provided by the Articles of this Corporation, the power to make,
alter, amend or repeal these By-Laws is vested in the Board of
Directors. Such power may be exercised by the vote of a majority
of all the directors at any annual or regular meeting or at a duly
called special meeting.
11
<PAGE> 1
April 21, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Dear Sirs:
I am familiar with, and am rendering this opinion to you with
respect to, the Registration Statement on Form S-3 (the "Registration
Statement"), which Laclede Gas Company, a Missouri corporation (hereinafter
called the "Company"), proposes to file with the Securities and Exchange
Commission on or shortly after the date hereof under the Securities Act of
1933, as amended, regarding the registration of: (a) one million seven
hundred and fifty thousand shares of the Company's Common Stock ($1.00 per
share par value) to be issued and sold (hereinafter called the "Common
Stock"); and (b) one million seven hundred and fifty thousand related Common
Stock Purchase Rights to be attached to the Common Stock (the "Common Stock
Purchase Rights"), which Common Stock Purchase Rights are to be issued in
accordance with the terms of the Rights Agreement dated as of April 17, 1986
between the Company and The Boatmen's National Bank of St. Louis, Rights
Agent (the "Rights Agreement"); and which Common Stock issuance and sale and
Common Stock Purchase Rights issuance were the subject of certain Resolutions
of the Company's Board of Directors dated March 23, 1995 (the "Resolutions").
In connection with this opinion, I, or attorneys under my
supervision, have examined such documents, legal opinions and precedents,
corporate and other records of the Company and certificates of public
officials and officers of the Company as I have deemed necessary or
appropriate to provide a basis for the opinions set forth below. In this
examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted as original documents and the con-
formity to original documents of all documents submitted as certified or
photostatic copies.
On the basis of the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Missouri.
<PAGE> 2
Laclede Gas Company
April 21, 1995
2
2. Upon: (a) the effectiveness of the Registration
Statement; (b) the effectiveness of an Order to be issued by the
Missouri Public Service Commission authorizing the Company to
issue and sell the Common Stock; and (c) the Company's Board of
Directors having taken further action approving the issuance and
sale of the Common Stock, as provided for by the Resolutions; the
issuance and sale of the Common Stock will have been duly
authorized by all necessary corporate action on the part of the
Company, and, upon such issuance, and following receipt by the
Company of the consideration for such Common Stock, the Common
Stock will be validly issued, fully paid and non-assessable.
3. Upon: (a) the effectiveness of the Registration
Statement; (b) the effectiveness of an Order to be issued by the
Missouri Public Service Commission authorizing the issuance of the
Common Stock Purchase Rights; and (c) the Company's Board of
Directors having taken further action approving the issuance of
the Common Stock, as provided for by the Resolutions (which Common
Stock shall be accompanied by the related Common Stock Purchase
Rights); the issuance of the Common Stock Purchase Rights in
accordance with the Rights Agreement will have been duly
authorized by all necessary corporate action on the part of the
Company, and the Common Stock Purchase Rights, upon the issuance
of the related Common Stock (following the Company's receipt of
the consideration for such Common Stock), will be legally issued
and will be valid and binding obligations of the Company.
I am a member of the Missouri Bar and, in rendering this opinion,
I am not holding myself out as an expert on the laws of any other state.
I hereby consent to the filing of this opinion as an exhibit to
the aforesaid Registration Statement, and I also consent to such references
to me as may be made in the Registration Statement, as it may be amended, and
in the prospectus relating to the Common Stock and Common Stock Purchase
Rights.
Very truly yours,
Gerald T. McNeive, Jr.
Gerald T. McNeive, Jr.
GTM:af
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Laclede Gas Company on Form S-3 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
for the year ended September 30, 1994 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri
April 21, 1995
<PAGE> 1
POWER OF ATTORNEY
Each of the undersigned does hereby appoint R. C. JAUDES,
R. J. CARROLL and D. L. GODINER, and each of them severally, his or
her true and lawful attorneys to execute in his or her name, place,
and stead (whether on behalf of Laclede Gas Company, a Missouri
corporation, or as an officer or director thereof, or by affixing
or attesting the seal of said Company, or otherwise): (1) a
registration statement on Form S-3 to be filed with the Securities
and Exchange Commission (the "S-3") in connection with the
registration of: (a) up to and including 1,750,000 shares of
Laclede Gas Company common stock having a par value of $1.00 per
share (the "Common Stock") for issuance in a public offering (the
"Stock Issuance"), which Stock Issuance, subject to certain
conditions, was authorized and approved by the Laclede Gas Company
Board of Directors on March 23, 1995; and (b) a like number of
related common stock purchase rights ("Related Rights") to
accompany the shares of Common Stock; (2) any filings to register,
or obtain exemption, under the securities and/or "blue sky" laws in
any jurisdiction in connection with the Stock Issuance and/or the
issuance of the Related Rights (the "Blue Sky Filings"); (3) any
and all amendments (including, but not limited to post-effective
amendments), supplements and/or exhibits to the S-3 and/or any Blue
Sky Filings; and (4) all instruments necessary or advisable in
connection therewith; as well as the power and authority, as such
attorney or attorneys, to affix and attest the seal of Laclede Gas
Company thereon, and to file the same with the Securities and
Exchange Commission and any other regulatory agency in any
jurisdiction. Each of said attorneys shall have power to act
hereunder with or without the others.
A copy hereof shall have the same force and effect as the
original.
IN WITNESS WHEREOF, the undersigned have executed this
instrument this 24th day of March, 1995.
A. B. CRAIG, III W. E. NASSER
- ------------------------ ------------------------
A. B. CRAIG, III W. E. NASSER
H. GIVENS, JR. B. F. SCHENK
- ------------------------ ------------------------
H. GIVENS, JR. B. F. SCHENK
C. R. HOLMAN R. P. STUPP
- ------------------------ ------------------------
C. R. HOLMAN R. P. STUPP
R. C. JAUDES H. E. TRUSHEIM
- ------------------------ ------------------------
R. C. JAUDES H. E. TRUSHEIM
M. A. KREY R. J. CARROLL
- ------------------------ ------------------------
M. A. KREY R. J. CARROLL
