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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ________ to ________
Commission File Number 1-1822
LACLEDE GAS COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0368139
(State of incorporation) (I.R.S. Employer Identification Number)
720 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-0500
Securities registered pursuant to Section 12(b) of the Act:
Name of each stock exchange
Title of each class on which registered
Common Stock - $1 par value New York and Chicago
Common Stock Purchase Rights New York and Chicago
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Preferred Stock - $25 par value
(5% Series B Preferred Stock and
4.56% Series C Preferred Stock)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ( )
The aggregate market value of the Common Stock of the Company, none of
which is owned by an affiliate, at October 31, 1995 was $354,475,754.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the close of the period covered by this
report. 17,419,627
Incorporated by Reference: Form 10-K Part
Proxy Statement dated December 26, 1995* III
Index to Exhibits is found on page 50.
* The information under the captions "Compensation Committee Report
Regarding Compensation" and "Performance Graph" on pages 13-16 is NOT
incorporated by reference.
1 <PAGE>
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PART I
Item 1. Business
Laclede Gas Company is a public utility engaged in the retail distribution
and transportation of natural gas. The Company, which is subject to the
jurisdiction of the Missouri Public Service Commission, serves the City of
St. Louis, St. Louis County, the City of St. Charles, and parts of St.
Charles, Franklin, Jefferson, St. Francois, Ste. Genevieve, Iron, Madison
and Butler Counties, all in Missouri. As an adjunct to its 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 has engaged in exploration for and development of
natural gas on a utility and non-utility basis. Certain gas production
sales are subject to the regulation of the Federal Energy Regulatory
Commission. The Company has also made investments in other non-utility
businesses as part of a diversification program.
NATURAL GAS SUPPLY
Laclede obtains the majority of its gas from Gulf Coast and Mid-Continent
producing areas and has it transported through several interstate pipelines
into the pipeline systems of Mississippi River Transmission Corporation
(MRT) and Missouri Pipeline Company (MPC) for ultimate delivery to Laclede's
service area. Laclede utilizes firm pipeline transportation capacity, which
connects the pipelines "upstream" of the MRT system to the onshore and
offshore gas-producing basins. During fiscal year 1995, Laclede continued
to release firm transportation capacity to other gas users when it was not
required to meet the needs of the Company's own customers. This resulted in
reducing Laclede's overall gas costs during 1995 by almost $2.8 million.
Laclede's gas supply portfolio matches its high-priority, temperature-
sensitive market. The primary focus is dependability - gas supply must be
delivered when and where the Company's customers need it -- and all winter
supply contracts are firm as are all pipeline transportation arrangements.
A second important focus is that supply remains priced as economically as
possible consistent with dependability. The Company's delivered price of
natural gas maintains an advantage over the price of electricity, the
principal competitive residential energy source.
During fiscal 1995, Laclede purchased natural gas from a diverse group of 38
suppliers to meet its current gas sales and storage injection requirements.
Natural gas purchased by Laclede for delivery to our service area through
the MRT system during fiscal 1995 totalled 76.6 billion cubic feet (Bcf).
In addition, Laclede purchased 10.2 Bcf of gas from the Mid-Continent region
under a firm supply contract with Vesta Energy Company (Vesta). This gas,
which Vesta purchases and transports through Panhandle Eastern Pipeline
Company, was delivered through MPC to Laclede take-points in St. Charles and
Franklin Counties.
The fiscal 1995 peak day sendout of 937,000 MMBtu of gas occurred on
Wednesday, January 4, 1995, when the average temperature was 12 degrees
Fahrenheit. This peak day sendout was met by using 635,000 MMBtu of gas
purchased and transported using the MRT system, 186,000 MMBtu of gas
withdrawn from Laclede's storage facilities, 59,000 MMBtu of gas purchased
under the Company's long-term gas supply contract with Vesta, and 57,000
2<PAGE>
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MMBtu of gas not owned by the Company that was transported for Laclede
customers. Temperatures during the heating season on average were 15%
warmer than fiscal 1994 and 15% warmer than normal. The Company sold and
transported 978.1 million therms of gas this year, an decrease of 92.0
million therms from fiscal 1994.
UNDERGROUND NATURAL GAS STORAGE
The Company has a firm storage service agreement with MRT for approximately
23.5 billion cubic feet of allocated storage capacity on MRT's system
located primarily in Unionville, Louisiana. MRT's tariffs provide for
injections into the allocated storage capacity between May 16 through
November 15. The Company must withdraw all but 2.3 Bcf during the November
16 through May 15 period.
The Company supplements flowing pipeline gas with natural gas withdrawn from
its underground storage fields located in St. Louis and St. Charles
Counties. The fields are designed under normal operations to provide
357,000 MMBtu of natural gas withdrawals on a peak day, and annual
withdrawals of approximately 5,500,000 MMBtu based on the inventory level
which the Company plans to maintain.
PROPANE SUPPLY
Laclede Pipeline Company, a wholly owned subsidiary, owns and operates a
propane pipeline which connects the parent company's 800,000-barrel
(approximately 33,000,000 gallons) propane storage facilities in St. Louis
County, Missouri, to propane supply terminal facilities located at Wood
River and Cahokia, Illinois. Liquid propane is transported through this
pipeline for delivery to the parent 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's contract with Phillips Petroleum Company provides for
delivery of up to 35 million gallons of propane annually through March 31,
1999, and year to year thereafter unless terminated by either party.
EXPLORATION AND DEVELOPMENT
The Company's exploration and development activities are segregated into two
distinct functions: utility and non-utility. Under the utility program,
the Company has participated in drilling 96 wells over its twenty-four year
span with 52 of the wells being commercially productive. Since 1981, this
program has been limited to development activities. Capital expenditures in
recent years have not been significant, amounting to $(8,000) in 1995,
$10,000 in 1994 and $84,000 in 1993, for the utility program.
Beginning in 1981, the Company continued its search for gas and oil
discoveries through Laclede Energy Resources, Inc. (LER), a wholly owned,
non-utility subsidiary, which is the general partner in LIMA Resources
Associates, a limited partnership in which Laclede Energy Resources, Inc.
holds a 39.6% interest. LIMA has four limited partners, three of which are
subsidiaries of gas transportation and/or distribution companies, each
holding an interest of 19.8%. The remaining limited partner, a stock
brokerage firm, has a 1.0% interest.
Laclede's non-utility exploratory drilling program to date has involved
participation in drilling a total of 92 wells. Fifty of these wells were
3<PAGE>
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successfully completed after testing commercial quantities of hydrocarbon
reserves. Forty-two wells were plugged and abandoned. The investment in
the program changed only slightly during 1995, 1994 and 1993. Presently,
Laclede is not actively seeking new gas and oil exploration discoveries
through LIMA, or otherwise.
REGULATORY MATTERS
At the federal level, Laclede actively participated this year before the
Federal Energy Regulatory Commission (FERC) in various interstate pipeline
company rate proceedings that directly affect the interests of Laclede and
its customers, including those filed by NorAm Gas Transmission Company
(NGT), Natural Gas Pipeline Company of America (NGPL) and Trunkline Gas
Company (Trunkline). Laclede has contracts with each of these pipeline
companies to transport the majority of the gas supplies purchased to the
transmission facilities of MRT, which in turn transports these supplies to
Laclede. The NGT and Trunkline proceedings have culminated in settlements
that are pending final approval by the FERC. No settlement has yet been
reached in the NGPL proceeding, and Laclede continues to be involved to
assure that any rate increase ultimately granted is no more than is
reasonably justified.
At the state level, the Missouri Public Service Commission in August adopted
Laclede's position and determined that no changes to Laclede's rate
structure for recovering its fixed pipeline transportation and storage costs
were appropriate. Various parties, including the Commission Staff and
Laclede's main competitor, Union Electric Company, had proposed that Laclede
be required to implement seasonal differentials so that the rates it charges
its customers for such costs would be higher in the winter and lower during
the summer.
The Commission also continued to reassess how Laclede and other gas
distributors in Missouri should be regulated in the aftermath of FERC Order
636. The Commission is seeking to determine whether some form of incentive
ratemaking procedure should be adopted for the recovery of gas supply costs
in lieu of the current arrangement under which all increases and decreases
in such costs are passed through directly to customers. In effect, an
incentive ratemaking mechanism would establish some predetermined benchmark
level of gas costs, with distributors such as Laclede allowed to retain a
share of any gas cost savings they managed to achieve below that level or
required to absorb a share of gas cost increases if the benchmark level is
exceeded. Laclede has been actively participating in this activity to ensure
that the interests of its share owners and customers are fully represented
and protected.
The Company filed a request with the Missouri Public Service Commission on
December 15, 1995 seeking approval of a general rate increase which would
add $23.8 million operating revenues on an annual basis. By law, the
Missouri Commission has up to eleven months before it must act on this
request. The Company's last general rate increase was effective September
1, 1994, and amounted to $12.2 million annually.
OTHER PERTINENT MATTERS
The business of the Company is subject to a seasonal fluctuation with the
peak period occurring in the winter season.
*****
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As of September 30, 1995, the Company had 2,098 employees, which includes 2
part-time employees.
*****
The Company has a three-year labor agreement, which expires July 31, 1997,
with Locals 5-6 and 5-194 of the Oil, Chemical and Atomic Workers
International Union, two unions which represent most of the Company's
employees. The agreement provided for wage increases of 3.25% in August 1,
1995 and 3.25% in August 1, 1996.
*****
The Company's business has monopoly characteristics in that it is the only
distributor of natural gas within its (franchised) service area. The
principal competition is the local electric company. Other competitors in
Laclede's service area include two major suppliers of fuel oil, a major
supplier of coal, numerous suppliers of liquefied petroleum gas in outlying
areas, and in a portion of downtown St. Louis, a district steam system. Gas
for househeating, certain other household uses, and commercial and
industrial space heating is now being sold by Laclede at prices generally
lower than are charged for competitive fuels and other energy forms. Coal
is competitive as a fuel source for very large boiler plant loads, but
environmental concerns have forestalled any significant market inroads. Oil
and propane can be used to fuel boiler loads and certain direct-fired
process applications, but these fuels vary widely in price throughout the
year, thus limiting the competitiveness of these fuels. In certain cases,
district steam has been competitive with gas for downtown area heating
users. In the past five years, Laclede has converted 53 steam customers
representing approximately 1.8 million annual therms.
Laclede's residential, commercial, and small industrial markets,
representing 90% of sales, remain committed to gas. The Company knows of no
reason why natural gas should not continue generally to have a price
advantage over electricity and other forms of energy in the foreseeable
future. The Company's exposure to price competition is not presently a
substantial factor and exists primarily in the large industrial and
commercial boiler fuel market where coal is the competing form of energy.
Laclede offers gas transportation service to its large user industrial and
commercial customers. The tariff approved for that type of service produces
a margin similar to that which Laclede would have received under its regular
sales rates. The availability of gas transportation service and favorable
spot market prices for natural gas during certain times of the year may
offer additional competitive advantages to Laclede and new opportunities for
cogeneration and large tonnage air conditioning applications.
*****
The Company is subject to various laws and regulations relating to the
environment, which thus far have not had a material effect on the Company's
financial position and results of operations. Prior to the widespread
availability of natural gas, the Company operated various manufactured gas
plants, the last of which was closed in 1961. The process for manufacturing
gas produced by-products and residuals, including various hydrocarbons.
Certain remnants of these residuals are typically found at former gas
manufacturing sites. The United States Environmental Protection Agency
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(EPA) has been engaged in a survey of a large number of former manufactured
gas plant sites across the nation.
In this regard, the Company and the EPA have determined that manufactured
gas residuals are present at one of the former manufactured gas plant sites
operated by the Company. While no conclusion has been reached as to the
extent of any remedial action that will be required, the Company and the EPA
have entered into an Administrative Order on Consent (AOC), effective March
31, 1994, with regard to this site. The AOC provides for the Company to
conduct certain investigative activities (i.e., a removal site evaluation
and an engineering evaluation cost analysis), and to reimburse the EPA for
response costs under the AOC. The AOC requires only investigations and does
not cover any removal action. If remedial action is necessary, then a
subsequent order will cover such action. The investigative activities
required by the AOC have been completed and, on July 31, 1995, the Company
submitted a draft removal site evaluation report to the EPA, which concludes
that no further action is necessary. The EPA has advised that such overall
conclusion may be premature because the Company's report does not contain a
full characterization of the contaminants on certain small areas of the
site. EPA has observed that a limited removal program may be more
reasonable than to continue to characterize these areas in order to
determine any actual degree of risk. Although the Company and the EPA are
further analyzing the site, if the aforementioned limited removal action is
taken, the cost thereof is estimated by the Company to range from
approximately $40,000 to as much as $125,000. Based on currently available
information, such costs, together with EPA oversight costs and other
associated legal and engineering consulting costs relating to the site,
would likely aggregate approximately $600,000. At September 30, 1995,
$375,000 of such amount has been paid and the additional $225,000 balance
has been reserved by the Company. The Company has notified its insurers
that the Company intends to seek reimbursement from them of its
investigation, remediation, clean-up and defense costs in regard to the
foregoing. In addition to pursuing insurance proceeds to the extent
feasible, the Company also plans to seek recovery, if practicable, from any
other potentially responsible parties.
In a separate matter, the Missouri Department of Natural Resources (the
"MoDNR") has advised the Company that it believes that hazardous substances
may be present on the site of a different former manufactured gas plant
(which was also used as the site of a coke facility), which site was sold by
the Company in 1950. The Company has made application to the MoDNR for the
placement of that site in the Missouri environmental remediation program,
and has offered to conduct a preliminary assessment and site evaluation
investigation to determine the nature and extent of any hazardous substances
that may be present on such site. The Company's application has been
accepted by MoDNR, subject to the Company's entering into an agreement
regarding the investigation and MoDNR oversight costs. The cost of such an
investigation, including MoDNR oversight costs and associated legal and
engineering consulting costs relating to that site, is estimated by the
Company to be approximately $75,000, for which the Company has established a
liability reserve. The Company has requested that other former owners and/or
operators participate in the cost of such an investigation, but none has as
yet agreed to do so, and the Company plans to seek reimbursement, if
feasible, from such parties and any other potentially responsible parties,
as well as from its insurers, to the extent practicable.
The Company is presently unable to evaluate or quantify further the scope or
cost of any environmental response activity.
6<PAGE>
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An environmental cost deferral procedure was established by the Missouri
Public Service Commission in the Company's last rate case, effective
September 1, 1994, for use by the Company in applying for appropriate rate
recovery of various investigation, remediation and other costs to be
incurred by the Company in connection with former manufactured gas plant
sites. The authorization to begin deferring such costs shall only be
triggered to the extent that the cumulative liability incurred by the
Company during the deferral period is not offset by the cumulative costs of
$250,000 per year reflected in the Company's current rates. In the event
the cumulative liability incurred by the Company for such costs during the
deferral period is less than the cumulative amount of such annualized costs
reflected in the rates approved in the settlement, then the Company shall
refund the difference. The recovery of costs deferred under the above
authorization is subject to challenge in future rate cases.
*****
During 1995, the Company issued 1,575,000 shares of common stock through a
public offering. The net proceeds of the offering, after deducting discount
and expenses, was $28.6 million.
The Company issued 174,604 and 83,561 shares of its common stock during
fiscal years 1995 and 1994, respectively, under its Dividend Reinvestment
and Stock Purchase Plan.
*****
Customers and revenues contributed by each class of customers for the last
three fiscal years are as follows:
<TABLE>
Revenues $(000)
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Residential $302,770 $363,058 $348,494
Commercial & Industrial 109,270 142,042 136,462
Interruptible 1,655 1,966 2,455
Transportation 13,211 14,898 11,437
Exploration & Development 1,447 1,600 1,488
Provision for Refunds - (3,770) -
Other 3,564 4,072 3,612
-------- -------- --------
Total $431,917 $523,866 $503,948
======== ======== ========
Customers (End of Period) 1995 1994 1993
---- ---- ----
Residential 566,421 559,225 555,467
Commercial & Industrial 37,409 36,684 36,514
Interruptible 16 14 13
Transportation 129 124 115
------- ------- -------
Total 603,975 596,047 592,109
======= ======= =======
</TABLE>
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*****
The Company has, or in one instance will seek renewal of, franchises having
initial terms varying from five years to indefinite duration. All of the
franchises are free from unduly burdensome restrictions. The foregoing are
adequate for the conduct of its public utility business in the State of
Missouri as now conducted.
*****
Laclede Investment Corporation, a wholly owned subsidiary, invests in other
enterprises and has made loans to several joint ventures engaged in real
estate development.
Laclede Energy Resources, Inc., a wholly owned subsidiary of Laclede
Investment, engaged in the exploration and development of oil and gas
properties on a non-utility basis. Exploration and development projects
were conducted through LIMA Resources Associates, a limited partnership.
As general partner, Laclede Energy Resources, Inc. has a 39.6% interest in
LIMA. Laclede Energy is not presently actively seeking new gas and oil
exploration discoveries through LIMA, or otherwise. In the coming months,
Laclede Energy Resources, Inc. plans to initiate non-utility gas marketing
efforts involving the non-utility sale of gas to customers outside the
Company's regulated service area, and to provide large gas transportation
customers with an additional alternative to their present non-regulated gas
supplies.
Laclede Gas Family Services, Inc., a wholly owned subsidiary of Laclede
Energy Resources, Inc., is a registered insurance agency in the State of
Missouri. It is currently promoting the sale of supplemental
hospitalization, accident, supplemental medicare and life insurance by Life
Insurance Company of North America, Washington National Insurance Company
and Fidelity Security Life Insurance Company.
Laclede Development Company, a wholly owned subsidiary, participates in real
estate development, primarily through joint ventures. In 1992, Laclede
Development filed a lawsuit alleging fraud, negligent misrepresentation, and
other claims against the Resolution Trust Corporation (RTC) and certain
former senior executives of Germania Bank, a federal savings institution,
now in conservatorship ("Germania"). This suit arose in connection with
Laclede Development's loss on an investment in a $5.8 million convertible
debenture issued by Germania. That lawsuit was recently settled with the
RTC, but remains pending against certain individual defendants.
Laclede Venture Corp., a wholly owned subsidiary of Laclede Development
Company, has a 28.5% interest in the LBP Partnership, a general partnership
which previously engaged in research and development of light beam profiling
technology. While a third party has been licensed to review the possibility
of further development of the technology, LBP does not presently earn or
receive any compensation from any such licensing or development. Laclede
Venture Corp. has also recently begun to offer services for the compression
of natural gas to third parties who desire to use or to sell compressed
natural gas for use in vehicles.
The lines of business which constitute the non-utility activities of the
corporate family are not considered significant as defined.
8 <PAGE>
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Item 2. Properties
The principal utility properties of Laclede consist of approximately 7,481
miles of gas main and related service pipes, meters and regulators. Other
physical properties include regional office buildings and holder stations.
Extensive underground gas storage facilities and equipment are located in an
area in North St. Louis County extending under the Missouri River into St.
Charles County. Substantially all of the Company's utility plant is subject
to the liens of its mortgage.
All of the utility properties of Laclede are held in fee or by easement or
under lease agreements. The principal lease agreements include underground
storage rights which are of indefinite duration and the general office
building. The current lease on the general office building extends through
February 2000 with options to renew for up to 20 additional years. Laclede
Gas Company jointly owns oil and gas properties in Texas, Oklahoma and
Louisiana.
The non-utility properties of Laclede do not constitute a significant
portion of the properties of the Company.
Item 3. Legal Proceedings
For a discussion of environmental matters, see Part I, Item 1, Business,
Other Pertinent Matters.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal year 1995.
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EXECUTIVE OFFICERS OF REGISTRANT
Name, Age, and Position with Company Appointed (1)
R. C. Jaudes, Age 61
Chairman, President and Chief Executive Officer January 27, 1994
President and Chief Executive Officer August 1, 1991
President and Chief Operating Officer October 1, 1990
Executive Vice President -
Operations and Marketing July 1, 1989
D. H. Yaeger, Age 46
Executive Vice President - Operations and
Marketing September 1, 1995
Senior Vice President - Operations, Gas
Supply and Technical Services January 27, 1994
Vice President - Operations, Gas Supply
and Technical Services September 1, 1992
Vice President - Planning (2) December 1, 1990
D. L. Godiner, Age 62
Senior Vice President - General Counsel
and Secretary January 24, 1991
Vice President - General Counsel and Secretary September 1, 1990
R. M. Lee, Age 54
Senior Vice President - Administrative Services September 1, 1995
Senior Vice President - Marketing January 27, 1994
Vice President - Marketing January 22, 1987
G. T. McNeive, Jr., Age 53
Senior Vice President - Finance and Chief
Financial Officer September 1, 1995
Vice President - Associate General
Counsel January 27, 1994
Assistant Vice President - Associate
General Counsel September 1, 1992
(Associate General Counsel) August 1, 1986
K. J. Neises, Age 54
Senior Vice President - Gas Supply and
Regulatory Affairs September 1, 1995
Senior Vice President - Federal Regulatory
Affairs January 27, 1994
Vice President - Federal Regulatory Affairs October 27, 1988
J. G. Hofer, Age 58
Vice President - Operations July 1, 1992
(Superintendent of Operations) July 1, 1991
(Chief Engineer - Director of
Support Services) February 1, 1991
(Superintendent - Engineering
and Support Services) April 1, 1988
M. E. McMillian, Age 49
Vice President - Human Resources September 22, 1983
10 <PAGE>
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J. Moten, Jr., Age 54
Vice President - Community Relations January 27, 1994
(Director of Community Affairs/Conservation) November 1, 1986
P. J. Palumbo, Age 50
Vice President - Industrial Relations September 1, 1992
(Director of Industrial Relations) (3) January 7, 1991
V. O. Steinberg, Age 57
Vice President - Treasurer and Assistant
Secretary January 27, 1994
Treasurer and Assistant Secretary September 1, 1990
Assistant Secretary-Treasurer September 28, 1978
( ) Indicates a non-officer position.
(1) Officers of Laclede Gas Company are normally reappointed at the Annual
Meeting of the Board of Directors in January of each year "to serve
for the ensuing year and until their successors are elected and
qualify".
(2) Mr. Yaeger served as Executive Vice President of Arkla Energy Marketing
company from April 1990 through November 1990; and prior to that he was
employed at Mississippi River Transmission Corporation as its Vice
President - Marketing from September 1982 to July 1986; Senior Vice
President - Marketing from July 1986 to April 1988; and Executive Vice
President from April 1988 through April 1990.
(3) Mr. Palumbo served as Senior Vice President - Resource Management at
Peabody Development Company from 1985 through 1990.
11 <PAGE>
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Part II
Item 5. Market for the Registrant's Common Equity and Related Share Owner
Matters
The Company's common stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange. At September 30, 1995, there were 11,541 holders of
record of the Company's common stock.
<TABLE>
Common Stock Market and Dividend Information
<CAPTION>
Price Range Dividends
Fiscal 1995 High Low Declared
- --------------------------------------------------------
<S> <C> <C> <C>
1st Quarter 21-1/2 18-1/4 $.31
2nd Quarter 20-1/4 18-1/2 $.31
3rd Quarter 20 18-3/8 $.31
4th Quarter 20-3/4 19 $.31
</TABLE>
<TABLE>
<CAPTION>
Price Range Dividends
Fiscal 1994 High Low Declared
- --------------------------------------------------------
<S> <C> <C> <C>
1st Quarter 25 23 $.305
2nd Quarter 25-5/8 23-1/2 $.305
3rd Quarter 24-5/8 21 $.305
4th Quarter 22-3/4 20-5/8 $.305
</TABLE>
12<PAGE>
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<TABLE>
Item 6. Selected Financial Data
<CAPTION>
Fiscal Years Ended September 30
(Thousands Except Per Share 1995 1994 1993 1992 1991
Amounts) ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Summary of Operations
Utility Operating Revenues $431,917 $523,866 $503,948 $418,190 $438,050
-----------------------------------------------
Utility Operating Expenses:
Natural and propane gas 221,423 308,515 291,057 235,562 254,288
Other operation expenses 80,573 84,906 81,027 73,521 73,811
Maintenance 17,508 18,351 16,693 15,358 14,309
Depreciation & amortization 23,676 19,332 18,704 18,033 17,048
Taxes, other than
income taxes 40,529 42,627 41,061 35,333 35,289
Income Taxes 9,878 12,517 14,997 8,272 10,795
-----------------------------------------------
Total Utility Operating
Expenses 393,587 486,248 463,539 386,079 405,540
-----------------------------------------------
Utility Operating Income 38,330 37,618 40,409 32,111 32,510
Allowance for Funds Used
During Construction 247 203 186 377 156
Miscellaneous Income and
Income Deductions - Net 851 790 785 1,400 1,950
-----------------------------------------------
Income Before Interest
Charges 39,428 38,611 41,380 33,888 34,616
-----------------------------------------------
Interest Charges:
Interest on long-term debt 12,544 12,626 14,415 13,803 13,062
Other interest charges 5,983 3,768 1,798 1,811 1,524
-----------------------------------------------
Total Interest Charges 18,527 16,394 16,213 15,614 14,586
-----------------------------------------------
Net Income 20,901 22,217 25,167 18,274 20,030
Dividends on Preferred Stock 97 97 97 97 97
-----------------------------------------------
Earnings Applicable to
Common Stock $ 20,804 $ 22,120 $ 25,070 $ 18,177 $ 19,933
===============================================
Earnings Per Share of
Common Stock $1.27 $1.42 $1.61 $1.17 $1.28
===============================================
</TABLE>
13<PAGE>
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<TABLE>
Item 6. Selected Financial Data
<CAPTION>
Fiscal Years Ended September 30
(Thousands Except Per Share 1995 1994 1993 1992 1991
Amounts) ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Dividends Declared-
Common Stock $ 20,538 $ 19,054 $ 18,938 $ 18,703 $ 18,703
Dividends Declared Per
Share of Common Stock $1.24 $1.22 $1.215 $1.20 $1.20
Utility Plant
Gross Plant-End of Period $745,629 $709,563 $677,613 $643,587 $605,298
Net Plant-End of Period 434,336 411,677 390,826 367,287 339,317
Construction Expenditures 45,804 39,193 40,880 44,660 38,291
Property Retirements 9,199 6,757 6,135 5,693 5,196
Total Assets 636,694 608,295 515,312 470,463 501,149
Capitalization -
End of Period
Common Stock and Paid-In
Capital $ 77,686 $ 45,638 $ 43,702 $ 43,702 $ 43,702
Retained Earnings 173,584 173,318 170,252 164,120 164,646
Treasury Stock (24,017) (24,017) (24,017) (24,017) (24,017)
-----------------------------------------------
Common Stock Equity 227,253 194,939 189,937 183,805 184,331
Redeemable Preferred Stock 1,960 1,960 1,960 1,960 1,960
Long-Term Debt 154,279 154,211 165,745 146,640 164,822
-----------------------------------------------
Total Capitalization $383,492 $351,110 $357,642 $332,405 $351,113
===============================================
Shares of Common Stock
Outstanding-End of Period 17,420 15,670 15,586 15,586 15,586
Book Value Per Share $13.05 $12.44 $12.19 $11.79 $11.83
</TABLE>
14 <PAGE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Earnings applicable to common stock for the fiscal year ended September
30, 1995 were $20.8 million, compared with $22.1 million for 1994 and $25.1
million for 1993. Earnings per share of common stock based on average
shares outstanding were $1.27 in 1995, compared with $1.42 in 1994 and $1.61
in 1993. The $.15 per share decrease in fiscal 1995 (from fiscal 1994) was
primarily due to decreased sales volumes arising from warmer weather, higher
depreciation rates (as authorized in Case No. GR-94-220 by the Missouri
Public Service Commission), higher interest charges and increased operating
costs. These decreases were partially offset by the benefit of the
Company's general rate increase effective September 1, 1994, lower pension
expense and the Company's on-going cost reduction efforts. The $.19 per
share decrease in earnings in fiscal 1994 (from fiscal 1993) was primarily
due to increases in the costs of doing business and decreased sales volumes
arising from warmer weather. These decreases were partially offset by the
one-month benefit from the aforementioned general rate increase. Weather in
the metropolitan St. Louis area was 15% warmer than normal in 1995, 1%
warmer than normal in 1994, and 2% colder than normal in 1993.
Utility operating revenues for fiscal year 1995 decreased $91.9
million, or 17.6%, below fiscal 1994, and in 1994 increased $20.0 million,
or 4.0%, above fiscal 1993. The 1995 decrease was principally due to lower
wholesale gas costs of $56.0 million (which are passed on to customers in
accordance with the Purchased Gas Adjustment Clause), lower therms sold and
transported (principally due to the warmer weather) and other variations
netting to $47.4 million. These decreases were partially offset by
increased revenues arising from the general rate increase effective
September 1, 1994 of $11.5 million. The 1994 increase was due to higher
wholesale gas costs of $21.3 million and increased revenues arising from the
general rate increase effective September 1, 1994 of $.9 million. These
increases were partially offset by lower therms sold and transported
(principally due to the warmer weather) and other variations netting to $2.2
million. Therms sold and transported for 1995 were 978.1 million compared
with 1,070.1 million in 1994 and 1,080.1 million in 1993.
Utility operating expenses decreased $92.7 million, or 19.1%, in fiscal
1995, and in 1994 increased $22.7 million, or 4.9%, above fiscal 1993.
Natural and propane gas expense decreased $87.1 million in 1995 reflecting
lower natural gas prices and reduced volumes required for sendout. In 1994,
natural and propane gas expense increased $17.5 million due to higher
natural gas prices, partially offset by reduced volumes required for
sendout. Other operation and maintenance expenses decreased $5.2 million,
or 5.0%, in 1995 mainly due to the recording of pension credits and cost
reduction efforts. The pension credits include the recognition of gains on
significant lump-sum settlements and the establishment of a regulatory asset
(necessary to reflect pension costs consistent with the regulatory
accounting treatment ordered by the MoPSC in Case No. GR-94-220). These
reduced expenses were partially offset by a higher provision for
uncollectible accounts, higher wage rates, and increased group insurance
charges. In 1994, other operation and maintenance charges increased $5.5
million, or 5.7%, mainly due to increased pension expense of $5.9 million,
reflecting the effect of recognition in fiscal 1993 of gains arising from
significant lump-sum settlements (no such gains were recognized during
fiscal 1994) coupled with higher net pension costs. This increase was
15<PAGE>
<PAGE>
partially offset by several changes netting to a $.4 million reduction in
expense. These include a lower provision for uncollectibles, reduced group
insurance expenses, and other reductions in expense; the benefits of which
were largely offset by increased expense resulting from the adoption of
Statement of Financial Accounting Standard (SFAS) No. 106, "Employers
Accounting for Postretirement Benefits Other Than Pensions", increased
maintenance requirements, and higher contract wage rates. Depreciation and
amortization expense increased 22.5% in 1995 primarily due to increased
depreciation rates (as authorized in Case No. GR-94-220) and, to a lesser
extent, additional depreciable property. In 1994, depreciation and
amortization expense increased 3.4% primarily as a result of additional
depreciable property. Taxes, other than income taxes, decreased 4.9% in
1995 primarily due to lower gross receipts taxes (reflecting decreased
revenues), partially offset by higher real estate and personal property
taxes. In 1994, taxes, other than income taxes, increased 3.8% principally
due to higher gross receipts taxes (reflecting increased revenues). The
variations in income tax expense are mainly due to changes in income and tax
adjustments in 1995 and 1993.
Miscellaneous income and income deductions (net of applicable income
tax expense) increased $.1 million in 1995 mainly due to slightly improved
results from non-utility diversification activities, while 1994 was
essentially the same as 1993.
Interest expense increased by 13.0% in fiscal year 1995 principally due
to higher short-term interest expense (reflecting higher borrowings and
increased rates) and increased interest on refunds due customers. In 1994,
interest expense increased 1.1% primarily due to increased short-term debt,
largely offset by reduced interest on long-term debt (reflecting the benefit
of redemptions of First Mortgage Bonds totalling $51.7 million in fiscal
1993 and $12.0 million in fiscal 1994, partially offset by the effect of the
issuance of $40 million of 7-1/2% First Mortgage Bonds in November 1992 and
$25 million of 6-1/4% First Mortgage Bonds in May 1993).
During the first quarter of fiscal year 1996, the Company plans to file
a request with the MoPSC seeking a general rate increase. The amount of the
request has yet to be determined. The Company's last general rate increase
was effective September 1, 1994, and amounted to $12.2 million annually.
Accounting Changes
In March 1995, the Financial Accounting Standards Board (FASB) issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", which will require the Company to
review for impairment long-lived assets and certain identifiable intangibles
to be held and used by the Company whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Adoption of SFAS No. 121 is required in fiscal year 1997.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
Based Compensation", which establishes a fair value base method for
financial accounting and reporting for stock-based employee compensation
plans. However, the new standard allows compensation to continue to be
measured by using the intrinsic value based method of accounting prescribed
by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees", but requires expanded disclosures. SFAS No. 123 is effective
in fiscal year 1997.
16<PAGE>
<PAGE>
While the Company does not know precisely the impact that will result
from adopting SFAS No. 121 and SFAS No. 123, the Company does not expect the
adoption of SFAS No. 121 or SFAS No. 123 to have a material effect on the
Company's financial position or results of operations.
Inflation
The accompanying Financial Statements reflect the historical costs of
events and transactions, regardless of the purchasing power of the dollar at
the time. Due to the capital intensive nature of the Company's business,
the most significant impact of inflation is on the Company's depreciation of
utility plant. Rate regulation to which the Company is subject allows
recovery through its rates of only the historical cost of utility plant as
depreciation. While no plans exist to undertake other than normal
replacements of plant in service, the Company believes that any higher costs
experienced upon replacement of existing facilities would be recovered
through the normal regulatory process.
Liquidity and Capital Resources
Cash flow from operations, net of dividend payments, has generally
provided the principal liquidity to meet operating requirements and to fund
a portion of the Company's construction program. Any remaining funding
requirement for construction or for other needs has been provided by long-
term and short-term financing. The issuance of long-term financing is
dependent on management's evaluation of need, financial market conditions,
and other factors. Short-term financing is used to meet seasonal cash
requirements and/or to defer long-term financing until market conditions are
favorable.
Short-term borrowing requirements typically peak during colder months,
principally because of required payments for natural gas made in advance of
the receipt of cash from our customers for the sale of that gas. Such
short-term cash requirements have traditionally been met through the sale of
commercial paper supported by lines of credit with banks. In January 1995,
the Company renewed its primary line of bank credit under which it may
borrow up to $40 million prior to January 31, 1996, with renewal of any
loans outstanding on that date permitted up to June 30, 1996. This, along
with the Company's previously obtained $70 million supplemental line of
credit, which was in effect from October 18, 1994 to March 1, 1995, provided
a total line of credit for the 1994-1995 primary heating season of $110
million. Since cash needs typically decline at the end of the heating
season, on March 1, 1995, the Company reduced the supplemental line to $50
million. The supplemental line of credit was further reduced to $25 million
until September 1, 1995 as a result of the receipt of $28.6 million in net
proceeds from a common stock offering (discussed below). On September 1,
1995, the supplemental line of credit was increased to $50 million and on
November 1, 1995 extended to March 1, 1996. The supplemental line was
increased to $60 million for one day on November 20, 1995. At this writing,
the total line of credit for the remainder of the 1995-1996 heating season
is $90 million, compared with a maximum of $110 million during the 1994-1995
heating season. The Company anticipates that the supplemental line will
again be reduced after March 1, 1996. Short-term borrowings outstanding at
September 30, 1995 were $59.5 million.
17<PAGE>
<PAGE>
After receiving requisite regulatory approvals, the Company issued and
sold 1,550,000 shares of the Company's common stock on May 22, 1995 to the
public through an underwriting group led by Merrill Lynch & Co. and co-
managed by A.G. Edwards & Sons, Inc. and Smith Barney Inc. On June 2, 1995,
the Company issued and sold an additional 25,000 shares of the Company's
common stock to the underwriting group.
During 1995, the Company issued 174,604 shares of common stock under
the Dividend Reinvestment and Stock Purchase Plan. Total shares outstanding
were 17,419,627 at September 30, 1995.
On April 28, 1995, the Company received approval from the Missouri
Public Service Commission for a two-year extension, to April 21, 1997, of
its previously granted authority to sell additional First Mortgage Bonds.
The original authorization was for $100 million of First Mortgage Bonds of
which $25 million have already been issued and sold. On November 16, 1995,
the Board of Directors received competitive bids from various underwriters
related to the issuance and sale of First Mortgage Bonds and the Board
elected to sell $25 million of First Mortgage Bonds to the lowest bidder, at
an overall cost to the Company of 6.55%. The Bonds were dated November 15,
1995 and mature in 2010. The proceeds were used for the payment of
outstanding short-term borrowings. The bonds were rated AA- by Fitch, Aa3
by Moody's, and AA- by Standard & Poor's, the same ratings as applicable to
the Company's outstanding bonds. The amounts and timing of any future
issuance will depend on management's evaluation of need, financial market
conditions, and other factors.
Construction expenditures for utility purposes were $45.8 million in
fiscal 1995 compared with $39.2 million in fiscal 1994 and $40.9 million in
fiscal 1993. The Company expects fiscal 1996 utility construction
expenditures to approximate $35.5 million.
The Company is subject to various laws and regulations relating to the
environment, which thus far have not had a material effect on the Company's
financial position and results of operations. Prior to the widespread
availability of natural gas, the Company operated various manufactured gas
plants, the last of which was closed in 1961. The process for manufacturing
gas produced by-products and residuals, including various hydrocarbons.
Certain remnants of these residuals are typically found at former gas
manufacturing sites. The United States Environmental Protection Agency
(EPA) has been engaged in a survey of a large number of former manufactured
gas plant sites across the nation.
In this regard, the Company and the EPA have determined that
manufactured gas residuals are present at one of the former manufactured gas
plant sites operated by the Company. While no conclusion has been reached
as to the extent of any remedial action that will be required, the Company
and the EPA have entered into an Administrative Order on Consent (AOC),
effective March 31, 1994, with regard to this site. The AOC provides for
the Company to conduct certain investigative activities (i.e., a removal
site evaluation and an engineering evaluation cost analysis), and to
reimburse the EPA for response costs under the AOC. The AOC requires only
investigations and does not cover any removal action. If remedial action is
necessary, then a subsequent order will cover such action. The
investigative activities required by the AOC have been completed and, on
July 31, 1995, the Company submitted a draft removal site evaluation report
to the EPA, which concludes that no further action is necessary. The EPA
has advised that such overall
18<PAGE>
<PAGE>
conclusion may be premature because the Company's report does not contain a
full characterization of the contaminants on certain small areas of the
site. EPA has observed that a limited removal program may be more
reasonable than to continue to characterize these areas in order to
determine any actual degree of risk. Although the Company and the EPA are
further analyzing the site, if the aforementioned limited removal action is
taken, the cost thereof is estimated by the Company to range from
approximately $40,000 to as much as $125,000. Based on currently available
information, such costs, together with EPA oversight costs and other
associated legal and engineering consulting costs relating to the site,
would likely aggregate approximately $600,000. At September 30, 1995,
$375,000 of such amount has been paid and the additional $225,000 balance
has been reserved by the Company. The Company has notified its insurers
that the Company intends to seek reimbursement from them of its
investigation, remediation, clean-up and defense costs in regard to the
foregoing. In addition to pursuing insurance proceeds to the extent
feasible, the Company also plans to seek recovery, if practicable, from any
other potentially responsible parties.
In a separate matter, the Missouri Department of Natural Resources (the
"MoDNR") has advised the Company that it believes that hazardous substances
may be present on the site of a different former manufactured gas plant
(which was also used as a site of a coke facility), which site was sold by
the Company in 1950. The Company has made application to the MoDNR for the
placement of that site in the Missouri environmental remediation program,
and has offered to conduct a preliminary assessment and site evaluation
investigation to determine the nature and extent of any hazardous substances
that may be present on such site. The Company's application has been
accepted by MoDNR, subject to the Company's entering into an agreement
regarding the investigation and MoDNR oversight costs. The cost of such an
investigation, including MoDNR oversight costs and associated legal and
engineering consulting costs relating to that site, is estimated by the
Company to be approximately $75,000, for which the Company has established a
liability reserve. The Company has requested that other former owners
and/or operators participate in the cost of such an investigation, but none
has as yet agreed to do so, and the Company plans to seek reimbursement, if
feasible, from such parties and any other potentially responsible parties,
as well as from its insurers, to the extent practicable.
The Company is presently unable to evaluate or quantify further the
scope or cost of any environmental response activity.
An environmental cost deferral procedure was established by the MoPSC
in the Company's most recent rate case, effective September 1, 1994, for use
by the Company in applying for appropriate rate recovery of various
investigation, remediation and other costs to be incurred by the Company in
connection with former manufactured gas plant sites. The authorization to
begin deferring such costs shall only be triggered to the extent that the
cumulative liability incurred by the Company during the deferral period is
not offset by the cumulative costs of $250,000 per year reflected in the
Company's current rates. In the event the cumulative liability incurred by
the Company for such costs during the deferral period is less than the
cumulative amount of such annualized costs reflected in the rates approved
in the settlement, then the Company shall refund the difference. The above
authorization will become null and void if the Company does not file for a
general rate increase by September 1, 1996, and, in any event, the recovery
of costs deferred thereunder is subject to challenge in future rate cases.
19<PAGE>
<PAGE>
Capitalization at September 30, 1995, excluding current redemption
requirements of long-term debt, consisted of 59.3% common stock equity, .5%
preferred stock and 40.2% long-term debt.
The Company's ratio of earnings before taxes to interest charges was
2.6 for 1995, 3.1 for 1994 and 3.5 for 1993.
It is management's view that the Company has adequate access to capital
markets and will have sufficient capital resources both internal and
external to meet anticipated capital requirements.
20 <PAGE>
<PAGE>
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Report
We have audited the accompanying consolidated balance sheets and statements
of consolidated capitalization of Laclede Gas Company and its subsidiary
companies as of September 30, 1995 and 1994, and the related statements of
consolidated income, retained earnings, and cash flows for each of the three
years in the period ended September 30, 1995. Our audits also included the
financial statement schedule listed in the Index at Part IV, Item 14(a)2.
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Laclede Gas Company and its
subsidiary companies as of September 30, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the
period ended September 30, 1995 in conformity with generally accepted
accounting principles. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
As discussed in Notes 1 and 2 to the consolidated financial statements,
effective October 1, 1993, Laclede Gas Company and its subsidiary companies
changed their method of accounting for income taxes to conform with
Statement of Financial Accounting Standards No. 109 and changed their method
of accounting for postretirement benefits other than pensions to conform
with Statement of Financial Accounting Standards No. 106.
Deloitte & Touche LLP
November 16, 1995 (except for
the matter described in Note 5 as to
which the date is November 21, 1995)
21<PAGE>
<PAGE>
Management Report
Management is responsible for the preparation, presentation and integrity of
the consolidated financial statements and other financial information in
this report. The statements were prepared in conformity with generally
accepted accounting principles and include amounts that are based on
management's best estimates and judgments. In the opinion of management,
the financial statements fairly reflect the Company's financial position,
results of operations and cash flows.
The Company maintains internal accounting systems and related administrative
controls that are designed to provide reasonable assurance, on a cost
effective basis, that transactions are executed in accordance with
management's authorization, that consolidated financial statements are
prepared in conformity with generally accepted accounting principles, and
that the Company's assets are properly accounted for and safeguarded. The
Company's Internal Audit Department, which has unrestricted access to all
levels of Company management, monitors compliance with established controls
and procedures.
Deloitte and Touche LLP, the Company's independent auditors, whose report is
contained herein, are responsible for auditing the Corporation's financial
statements in accordance with generally accepted auditing standards. Such
standards include obtaining an understanding of the internal control
structure in order to design the audit of the financial statements.
The Audit Committee of the Board of Directors, which consists of five
outside directors, meets periodically with management, the internal auditor,
and the independent auditors to review the manner in which they are
performing their responsibilities. Both the internal auditor and the
independent auditors periodically meet alone with the Audit Committee and
have access to the Audit Committee at any time.
Robert C. Jaudes
Chairman of the Board, President
and Chief Executive Officer
Gerald T. McNeive, Jr.
Senior Vice President-Finance
and Chief Financial Officer
22<PAGE>
<PAGE>
Item 8. Financial Statements and Supplementary Data
<TABLE>
STATEMENTS OF CONSOLIDATED INCOME
(Thousands Except Per Share Amounts)
<CAPTION>
- ---------------------------------------------------------------------------
Years Ended September 30 1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Utility Operating Revenues $431,917 $523,866 $503,948
------------------------------
Utility Operating Expenses
Natural and propane gas 221,423 308,515 291,057
Other operation expenses 80,573 84,906 81,027
Maintenance 17,508 18,351 16,693
Depreciation and amortization 23,676 19,332 18,704
Taxes, other than income taxes 40,529 42,627 41,061
Income taxes (Note 7) 9,878 12,517 14,997
------------------------------
Total utility operating expenses 393,587 486,248 463,539
------------------------------
Utility Operating Income 38,330 37,618 40,409
Miscellaneous Income and Income Deductions-
Net (less applicable income taxes - Note 7) 1,098 993 971
------------------------------
Income Before Interest Charges 39,428 38,611 41,380
------------------------------
Interest Charges:
Interest on long-term debt 12,544 12,626 14,415
Other interest charges 5,983 3,768 1,798
------------------------------
Total interest charges 18,527 16,394 16,213
------------------------------
Net Income 20,901 22,217 25,167
Dividends on Preferred Stock 97 97 97
------------------------------
Earnings Applicable to Common Stock $ 20,804 $ 22,120 $ 25,070
==============================
Average Shares of Common Stock Outstanding 16,344 15,619 15,586
==============================
Earnings Per Share of Common Stock
(after preferred dividends) $1.27 $1.42 $1.61
==============================
<FN>
See the accompanying notes to financial statements.
</TABLE>
23<PAGE>
<PAGE>
<TABLE>
STATEMENTS OF CONSOLIDATED RETAINED EARNINGS
(Thousands Except Per Share Amounts)
<CAPTION>
- ---------------------------------------------------------------------------
Years Ended September 30 1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at Beginning of Year $173,318 $170,252 $164,120
Add - Net income, per statements 20,901 22,217 25,167
-----------------------------
Total 194,219 192,469 189,287
-----------------------------
Deduct - Cash Dividends Declared:
Preferred stock at required annual rates 97 97 97
Common stock, $1.24 per share in 1995,
$1.22 per share in 1994 and $1.215 per
share in 1993 20,538 19,054 18,938
-----------------------------
Total 20,635 19,151 19,035
-----------------------------
Balance at End of Year $173,584 $173,318 $170,252
=============================
<FN>
See the accompanying notes to financial statements.
</TABLE>
24<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
<CAPTION>
- ---------------------------------------------------------------------------
September 30 1995 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
Assets
Utility Plant $745,629 $709,563
Less - Accumulated depreciation & amortization 311,293 297,886
--------------------
Net utility plant 434,336 411,677
--------------------
Other Property and Investments, at Cost or Less
(net of accumulated depreciation and amortization,
1995, $9,473; 1994 $9,447) 22,744 22,956
--------------------
Current Assets:
Cash and cash equivalents 1,555 1,588
Accounts receivable:
Gas customers - Billed and unbilled 34,726 39,835
Other 4,861 4,207
Less - Allowances for doubtful accounts (5,189) (4,943)
Inventories:
Materials, supplies, and merchandise at avg. cost 5,377 5,059
Natural gas stored underground for current use at
LIFO cost 41,629 48,333
Propane gas for current use at FIFO cost 13,566 13,582
Prepayments 1,484 1,853
Unamortized purchased gas adjustments 9,776 1,998
Deferred income taxes (Note 7) - 3,717
--------------------
Total current assets 107,785 115,229
--------------------
Deferred Charges 71,829 58,433
--------------------
Total Assets $636,694 $608,295
====================
<FN>
See the accompanying notes to financial statements.
</TABLE>
25 <PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS (Continued)
(Thousands of Dollars)
<CAPTION>
- --------------------------------------------------------------------------
September 30 1995 1994
- --------------------------------------------------------------------------
<S> <C> <C>
Capitalization and Liabilities
Capitalization, per statements:
Common stock equity $227,253 $194,939
Redeemable preferred stock 1,960 1,960
Long-term debt 154,279 154,211
--------------------
Total capitalization 383,492 351,110
--------------------
Current Liabilities:
Notes payable (Note 8) 59,500 53,500
Accounts payable 21,069 20,124
Refunds due customers 4,110 29,782
Advance customer billings 13,058 7,062
Wages payable 3,117 3,072
Dividends payable 5,538 4,937
Customer deposits 3,447 3,978
Interest accrued 6,953 6,951
Taxes accrued 8,430 9,855
Deferred income taxes (Note 7) 167 -
Other current liabilities 2,387 2,564
--------------------
Total current liabilities 127,776 141,825
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes (Note 7) 83,563 76,662
Unamortized investment tax credits (Note 7) 8,018 8,329
Other 33,845 30,369
--------------------
Total deferred credits and other liabilities 125,426 115,360
--------------------
Commitments and Contingencies (Note 9)
Total Capitalization and Liabilities $636,694 $608,295
====================
<FN>
See the accompanying notes to financial statements.
</TABLE>
26<PAGE>
<PAGE>
<TABLE>
STATEMENTS OF CONSOLIDATED CAPITALIZATION
(Thousands of Dollars)
<CAPTION>
- --------------------------------------------------------------------------
September 30 1995 1994
- --------------------------------------------------------------------------
<S> <C> <C>
Common Stock Equity (Note 3):
Common stock, par value $1 per share:
Authorized - 1995 and 1994, 50,000,000 shares
Issued - 1995, 19,285,265 shares;
1994, 17,535,661 shares $ 19,285 $ 17,536
Paid-in capital 58,401 28,102
Retained earnings, per statements 173,584 173,318
Treasury stock, at cost - 1995 and 1994,
1,865,638 shares (24,017) (24,017)
--------------------
Total common stock equity 227,253 194,939
--------------------
Redeemable Preferred Stock,
par value $25 per share (1,480,000 shares
authorized) issued and outstanding (Note 4):
5% Series B - 1995 and 1994, 71,890 shares 1,797 1,797
4.56% Series C - 1995 and 1994, 6,510 shares 163 163
--------------------
Total redeemable preferred stock 1,960 1,960
--------------------
Long-Term Debt (Note 5):
First mortgage bonds:
6-1/4% Series, due May 1, 2003 25,000 25,000
8-1/2% Series, due November 15, 2004 25,000 25,000
8-5/8% Series, due May 15, 2006 40,000 40,000
7-1/2% Series, due November 1, 2007 40,000 40,000
9-5/8% Series, due May 15, 2013 25,000 25,000
--------------------
Total 155,000 155,000
Unamortized discount, net of premium,
on long-term debt (721) (789)
--------------------
Total long-term debt 154,279 154,211
--------------------
Total $383,492 $351,110
====================
<FN>
See the accompanying notes to financial statements.
</TABLE>
27 <PAGE>
<PAGE>
<TABLE>
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Thousands of Dollars)
<CAPTION>
- --------------------------------------------------------------------------
Years Ended September 30 1995 1994 1993
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities:
Net Income $20,901 $22,217 $25,167
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 23,728 19,393 18,917
Deferred income taxes and investment
tax credits 9,459 508 5,202
Other - net 679 567 280
Changes in assets and liabilities:
Accounts receivable - net 4,701 (6,208) (6,185)
Unamortized purchased gas adjustments (7,778) 4,280 (2,552)
Deferred purchased gas costs 493 (355) 459
Accounts payable 945 3,379 3,950
Refunds due customers (25,672) 29,568 (4,064)
Taxes accrued (1,425) (1,690) 2,050
Natural gas stored underground 6,704 (34,254) (2,843)
Other assets and liabilities (4,529) 6,280 (10,363)
-------------------------------
Net cash provided by operating activities 28,206 43,685 30,018
-------------------------------
Investing Activities:
Construction expenditures (45,804) (39,193) (40,880)
Employee benefit trusts 974 1,006 (373)
Investments - non-utility (1,290) (1,673) (1,747)
Other (153) (655) (903)
-------------------------------
Net cash used in investing activities (46,273) (40,515) (43,903)
-------------------------------
Financing Activities:
Issuance of first mortgage bonds - - 65,000
Issuance of short-term debt 6,000 26,000 20,500
Issuance of common stock 33,380 1,973 -
Dividends paid (20,015) (19,126) (18,957)
Retirement of first mortgage bonds - (11,991) (51,660)
Other (1,331) (144) (2,614)
-------------------------------
Net cash provided by (used in)
financing activities 18,034 (3,288) 12,269
-------------------------------
Net Decrease in Cash and
Cash Equivalents (33) (118) (1,616)
Cash and Cash Equivalents at Beg. of Year 1,588 1,706 3,322
-------------------------------
Cash and Cash Equivalents at End of Year $ 1,555 $ 1,588 $ 1,706
===============================
Supplemental Disclosure of Cash Paid
During the Year for:
Interest $17,742 $15,769 $15,081
Income taxes 4,088 11,732 9,489
<FN>
See the accompanying notes to financial statements.
</TABLE>
28<PAGE>
<PAGE>
<TABLE>
SCHEDULE OF INCOME TAXES (Note 7)
(Thousands of Dollars)
<CAPTION>
- -------------------------------------------------------------------------
Years Ended September 30 1995 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Included in Statements of
Consolidated Income as:
Utility Operating Expenses:
Federal
Current $ 347 $10,286 $ 8,833
Deferred 8,474 720 5,024
Investment tax credit
adjustments - net (350) (352) (332)
State and local
Current 65 1,708 937
Deferred 1,342 155 535
-----------------------------
9,878 12,517 14,997
-----------------------------
Miscellaneous Income and Income Deductions:
Federal
Current 239 160 1,026
Deferred (5) (12) (21)
Investment tax credit
adjustments - net (1) (2) (2)
State and local
Current 19 (24) 67
Deferred (1) (1) (2)
-----------------------------
251 121 1,068
-----------------------------
Total $10,129 $12,638 $16,065
=============================
<FN>
See the accompanying notes to financial statements.
</TABLE>
29<PAGE>
<PAGE>
<TABLE>
SCHEDULE OF INTERIM FINANCIAL INFORMATION
(Unaudited) (Note 10)
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
- ---------------------------------------------------------------------------
Three Months Ended Dec. 31 March 31 June 30 Sept. 30
- ---------------------------------------------------------------------------
1995
<S> <C> <C> <C> <C>
Utility Operating Revenues $122,203 $191,627 $67,598 $50,489
Utility Operating Income (Loss) 13,988 22,463 2,154 (275)
Net Income (Loss) 9,210 18,069 (1,971) (4,407)
Earnings (Loss) Per Share
of Common Stock
(after preferred dividends) $ .58 $1.15 $(.12) $(.25)
<CAPTION>
- ---------------------------------------------------------------------------
Three Months Ended Dec. 31 March 31 June 30 Sept. 30
- ---------------------------------------------------------------------------
1994
<S> <C> <C> <C> <C>
Utility Operating Revenues $167,245 $233,035 $74,644 $48,942
Utility Operating Income (Loss) 15,621 22,203 1,286 (1,492)
Net Income (Loss) 11,920 18,645 (2,738) (5,610)
Earnings (Loss) Per Share
of Common Stock
(after preferred dividends) $ .76 $1.19 $(.18) $(.36)
<FN>
See the accompanying notes to financial statements.
</TABLE>
30<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Basis of Consolidation - The consolidated financial statements include
the accounts of the Laclede Gas Company and its subsidiary companies
(Company). The net operating results of the Company's non-utility
subsidiaries, all of which are wholly owned, are included under the caption
"Miscellaneous Income and Income Deductions - Net" in the Statements of
Consolidated Income. Revenues from non-utility subsidiaries are
insignificant. All appropriate intercompany transactions have been
eliminated.
System of Accounts - The accounts of the Company are maintained in
accordance with the uniform system of accounts prescribed by the Missouri
Public Service Commission (MoPSC), which system substantially conforms to
that prescribed by the Federal Energy Regulatory Commission.
Utility Plant, Depreciation and Amortization - Utility plant is stated
at original cost. The cost of additions to utility plant includes
contracted work, direct labor and materials, allocable overheads, and an
allowance for funds used during construction. The costs of units of
property retired, replaced, or renewed are removed from utility plant and
such costs, plus removal costs, less salvage are charged to accumulated
depreciation. Maintenance and repairs of property and replacement and
renewal of items determined to be less than units of property are charged to
operating expenses.
Utility plant, excluding exploration and development, is depreciated
on the straight-line basis at rates based on estimated service lives of the
various classes of property. Annual depreciation in 1995, 1994 and 1993
averaged approximately 3.3%, 2.8% and 2.8%, respectively, of the original
cost of depreciable property. In August 1994, the MoPSC approved a
settlement agreement which authorized a net increase in depreciation rates
for the Company effective on September 1, 1994.
Regulatory Operations - The Company accounts for its regulated
operations in accordance with Statement of Financial Accounting Standard
(SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation".
This statement sets forth the application of generally accepted accounting
principles for those companies whose rates are established by or are subject
to approval by an independent third-party regulator. The provisions of SFAS
No. 71 require, among other things, that financial statements of a regulated
enterprise reflect the actions of regulators, where appropriate. These
actions may result in the recognition of revenues and expenses in time
periods that are different than non-regulated enterprises. When this occurs,
costs are deferred as assets in the balance sheet (regulatory assets) and
recorded as expenses when those amounts are reflected in rates. Also,
regulators can impose liabilities upon a regulated company for amounts
previously collected from customers and for recovery of costs that are
expected to be incurred in the future (regulatory liabilities).
31<PAGE>
<PAGE>
<TABLE>
The following regulatory assets and regulatory liabilities were
reflected in the Consolidated Balance Sheets as of September 30:
<CAPTION>
(Thousands of Dollars) 1995 1994
- --------------------------------------------------------------
<S> <C> <C>
Regulatory Assets:
Amounts due from customers for
future income taxes $32,235 $31,009
Pension costs 3,514 -
Unamortized loss on reacquired debt 1,450 1,703
Unamortized purchased gas adjustments 9,776 1,988
Other 693 435
---------------------
Total Regulatory Assets $47,668 $35,135
=====================
Regulatory Liabilities:
Unamortized investment tax credits $ 8,018 $ 8,329
Amounts due to customers for
future income taxes 294 391
Purchased gas costs 1,157 664
Other 422 3
---------------------
Total Regulatory Liabilities $ 9,891 $ 9,387
=====================
</TABLE>
Gas Stored Underground - Inventory of gas in storage is priced on a
last-in, first-out (LIFO) basis. The replacement cost of gas stored
underground for current use at September 30, 1995 and 1994 was less than the
LIFO cost by $1,203,000 and $8,437,000, respectively. The inventory carrying
value has not been reduced to market prices because, pursuant to the
Company's Purchased Gas Adjustment Clause, actual gas costs are recovered in
customer rates.
Oil & Gas Exploration and Development - The Company uses the full cost
method of accounting for utility exploration and development costs as
ordered by the MoPSC. Under the full cost method, all exploration and
development costs of productive and non-productive wells are capitalized.
Such costs are charged to expense based on oil and gas produced in relation
to total estimated recoverable reserves. Depreciation and amortization
charges amounted to $907,000 in 1995, $812,000 in 1994 and $1,213,000 in
1993.
Operating Revenues - The Company records revenues from gas sales and
transportation service on the accrual basis which includes estimated amounts
for gas delivered, where applicable, but not yet billed.
Purchased Gas Adjustments and Deferred Account - Pursuant to the
provisions of the Company's Purchased Gas Adjustment (PGA) Clause, increases
or decreases in gas costs are passed on to its customers. The difference
between actual costs incurred and costs recovered through the application of
the PGA is reflected as a deferred charge or credit until September 30, at
which time the balance is classified as a current asset or liability and is
recovered from or credited to customers over an annual period commencing in
November. The balance in the current account is amortized as amounts are
reflected in customer billings.
32<PAGE>
<PAGE>
Income Taxes - The Company has elected, for tax purposes only, various
accelerated depreciation provisions of the Internal Revenue Code. In
addition, intangible drilling and unsuccessful exploration costs, and
certain other costs are expensed currently for tax purposes while being
deferred for book purposes. The provision for current income taxes reflects
the tax treatment of these items. The Company adopted Statement of
Financial Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes"
effective October 1, 1993. SFAS No. 109 requires the establishment of
deferred tax liabilities and assets, as measured by enacted tax rates, for
the net tax effects of all temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes, and the
amounts used for income tax purposes.
Substantially all of the adjustments required by SFAS No. 109 were
recorded to deferred tax balance sheet accounts, with the corresponding
adjustments to regulatory assets and liabilities. At October 1, 1993, the
cumulative effect of adopting SFAS No. 109 was an increase in net deferred
tax liabilities of $30,200,000, and recognition of a regulatory asset of
$30,200,000. The adoption of this standard did not have an impact on the
Company's cash flows or results of operations due to the effect of rate
regulation. In 1993, the Company accounted for income taxes in accordance
with the provisions of Accounting Principles Board Opinion No. 11.
The benefit of investment tax credits utilized prior to 1986 has been
deferred and is being amortized over the useful life of the related property
for financial statement purposes.
Cash and Cash Equivalents - For the purpose of the statements of cash
flows, the Company considers all highly liquid debt instruments purchased,
which generally have a maturity of three months or less, to be cash
equivalents. Such instruments are carried at cost, which approximates
market value.
Reclassification - Certain prior-year amounts have been reclassified
to conform to current-year presentation.
Accounting Changes - In March 1995, the Financial Accounting Standards
Board (FASB) issued SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of", which will
require the Company to review for impairment long-lived assets and certain
identifiable intangibles to be held and used by the Company whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Adoption of SFAS No. 121 is required in fiscal year
1997.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
Based Compensation", which establishes a fair value based method for
financial accounting and reporting for stock-based employee compensation
plans. However, the new standard allows compensation to continue to be
measured by using the intrinsic value based method of accounting prescribed
by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees", but requires expanded disclosures. SFAS No. 123 is effective
in fiscal year 1997.
While the Company does not know precisely the impact that will result
from adopting SFAS No. 121 and SFAS No. 123, the Company does not expect the
adoption of SFAS No. 121 or SFAS No. 123 to have a material effect on the
Company's financial position or results of operations.
33<PAGE>
<PAGE>
2. Pension Plans and Other Postemployment Benefits
The Company has non-contributory defined benefit, trusteed forms of
pension plans covering substantially all employees over the age of twenty-
one. Benefits are based on years of service and the employee's compensation
during the last three years of employment. The Company's funding policy is
to contribute an amount not less than the minimum required by government
funding standards, nor more than the maximum deductible amount for federal
income tax purposes. Plan assets consist primarily of corporate and U.S.
government obligations.
Pension costs in 1995, 1994 and 1993 amounted to $(5,692,000),
$1,895,000 and $50,000, respectively, including amounts charged to
construction.
<TABLE>
The net pension costs (credits) include the following components:
<CAPTION>
(Thousands of Dollars) 1995 1994 1993
- ------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits earned
during the period $ 6,412 $ 6,467 $ 5,891
Interest cost on projected
benefit obligation 13,966 13,132 13,209
Actual return on plan assets (50,765) 9,849 (50,003)
Net amortization and deferral 28,184 (27,553) 30,953
Regulatory adjustment (3,489) - -
-----------------------------
Net pension cost $ (5,692) $ 1,895 $ 50
=============================
</TABLE>
The MoPSC ordered in Case No. GR-94-220, effective October 1, 1994,
that certain pension costs are to be recovered on a payment basis up to
$281,000, the difference between actual payments and the $281,000 to be
deferred. Case No. GR-94-220 also provided for the elimination of the
corridor and a ten-year amortization period for unrecognized gains and
losses. Other variances in net pension cost is primarily attributable to
actuarial and investment experience.
34<PAGE>
<PAGE>
<TABLE>
The following table sets forth the funded status of the plans and
amounts recognized in the Company's consolidated balance sheets at September
30:
<CAPTION>
(Thousands of Dollars) 1995 1994
- ------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit obligation $128,508 $122,709
===================
Accumulated benefit obligation $149,641 $140,603
===================
Projected benefit obligation $187,522 $174,539
Plan assets at fair value 256,662 225,482
-------------------
Plan assets in excess of
projected benefit obligation 69,140 50,943
Unrecognized net gain (51,803) (40,793)
Unrecognized prior service cost 14,856 15,483
Unrecognized net transition asset (7,156) (8,717)
Minimum liability adjustment (2,449) (1,926)
-------------------
Prepaid pension cost recognized in the
consolidated balance sheets $ 22,588 $ 14,990
===================
</TABLE>
The projected benefit obligation, which is based on a June 30
measurement date, was determined using a weighted-average discount rate of
7.75% for 1995 and 8.25% for 1994, and a weighted-average rate of future
compensation of 4.75% for 1995 and 5.0% for 1994. The expected long-term
rate of return on plan assets was 8.25% for 1995 and 1994.
Pursuant to the provisions of the Company's pension plans, pension
obligations may be settled by lump-sum cash payments. Significant
settlements in 1995 and 1993 resulted in pre-tax gains of approximately
$3,937,000 and $4,355,000, respectively. There were no such gains in 1994.
The cost of the Company's defined contribution plans, which cover
substantially all employees, amounted to $1,803,000, $1,706,000 and
$1,595,000 for the years 1995, 1994 and 1993, respectively.
The Company provides life insurance benefits to all employees after
retirement and medical insurance is available after early retirement until
age 65.
In the first quarter of fiscal year 1994, the Company adopted
Statement of Financial Accounting Standard (SFAS) No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions (OPEB)". Under
the provisions of SFAS No. 106, the future cost of providing these
postretirement benefits is recognized as an expense and a liability during
the employees' service periods. As permitted by SFAS No. 106, the liability
for any unfunded accumulated postretirement benefit obligations existing at
October 1, 1993 is being recognized as a transition obligation and amortized
over 20 years. Prior to the adoption of SFAS No. 106, life insurance costs
were accrued systematically in order to provide for future payments. The
cost of medical insurance, net of payments by the retirant, was recognized
as claims were paid.
Postretirement benefit costs in 1995, 1994 and 1993 amounted to
approximately $6,100,000, $6,063,000 and $4,300,000, respectively, including
amounts charged to construction.
35<PAGE>
<PAGE>
<TABLE>
The 1995 and 1994 net postretirement benefit costs consisted of the
following components:
<CAPTION>
(Thousands of Dollars) 1995 1994
- -----------------------------------------------------------------
<S> <C> <C>
Service cost - benefits earned
during the period $1,568 $1,597
Interest cost on accumulated
postretirement benefit obligation 2,676 2,767
Amortization of transition obligation 1,267 1,699
Net amortization an deferral 190 -
Regulatory adjustment 399 -
-----------------
Net postretirement benefit cost $6,100 $6,063
=================
</TABLE>
<TABLE>
The following table sets forth the funded status of the plans and
amounts recognized in the Company's consolidated balance sheets at
September 30:
<CAPTION>
(Thousands of Dollars) 1995 1994
- -----------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit
obligation (APBO):
Retirees $(19,286) $(16,227)
Active Employees (15,162) (20,827)
-------------------
Total APBO (34,448) (37,054)
Plan assets at fair value 1,450 -
-------------------
APBO in excess of plan assets (32,998) (37,054)
Unrecognized transition obligation 22,781 32,265
Unrecognized prior service cost 5,271 -
Unrecognized net gain (3,479) (2,961)
-------------------
Accrued postretirement benefit cost $ (8,425) $ (7,750)
===================
</TABLE>
The assumed health care cost trend rate used in measuring the
accumulated postretirement benefit obligation was 9% for 1995, and gradually
decreases each successive year until it reaches 5% in 1998. A one percent
increase in the assumed health care cost trend rate for each year would
increase accumulated postretirement benefit costs as of September 30, 1995
by $917,000 and the sum of the service cost and interest cost by
approximately $228,000. The accumulated postretirement benefit obligation
was determined using a weighted-average discount rate of 7.75% for 1995 and
8.25% in 1994, and a weighted-average rate of future compensation of 4.75%
for 1995 and 5.0% for 1994.
In July 1994, a state law was enacted which requires SFAS No. 106 accrued
costs to be recognized for ratemaking purposes provided that such costs are
funded through an independent, external funding mechanism. The approved
settlement of the Company's 1994 rate case included recovery of such costs,
effective on September 1, 1994. During 1995, the Company established
Voluntary Employees' Beneficiary Associations and Rabbi trusts as its
external funding mechanisms. The 1994 rate case settlement also provided
36<PAGE>
<PAGE>
for the deferral, net of any applicable tax effects, of the difference
between the costs funded by the Company and $6,100,000 of annualized OPEB
costs included in rates. Any such deferrals will be reflected in rates
established in the next general rate case proceeding.
During fiscal 1995, Statement of Financial Accounting Standard (SFAS)
No. 112, "Employers' Accounting for Postemployment Benefits" became
effective for the Company. SFAS No. 112 requires an accrual for the
estimated future cost of providing postemployment benefits to former or
inactive employees after employment but before retirement. SFAS No. 112 did
not have a material impact on the Company's financial position or results of
operations.
3. Common Stock and Paid-in Capital
During 1995, the Company issued 1,575,000 shares of common stock
through a public offering. The net proceeds of the offering, after
deducting discount and expenses, was $28.6 million.
The Company issued 174,604 and 83,561 shares of its common stock
during fiscal years 1995 and 1994, respectively, under its Dividend
Reinvestment and Stock Purchase Plan.
Total shares of common stock outstanding were 17,419,627 at September
30, 1995.
On March 27, 1986, the Company declared a dividend of one Common Share
Purchase Right for each outstanding share of common stock as of May 1, 1986.
The rights expire on May 1, 1996, and may be redeemed by the Company for
five cents each at any time before they become exercisable. The rights will
not be exercisable or transferable apart from the common stock, until ten
days after a person or group acquires or obtains the right to acquire 20% or
more of the common stock, or commences or announces its intention to
commence a tender or exchange offer for 30% or more of the common stock.
Each right entitles its holder to buy one share of common stock at an
exercise price of $50. In certain circumstances, each right will entitle
the holder to purchase one share of common stock at one-third of the market
price, or to purchase, at the exercise price, common stock of an acquiring
entity having a value equal to twice the exercise price. A total of
17,419,627 rights were outstanding at September 30, 1995.
Paid-in capital increased $30,299,000 in 1995 and $1,852,000 in 1994
due to the sale of common stock in the above mentioned public offering and
the issuance of common stock under the Dividend Reinvestment and Stock
Purchase Plan.
4. Redeemable Preferred Stock
The preferred stock, which is non-voting except in certain
circumstances, may be redeemed at the option of the Board of Directors. The
redemption price is equal to par of $25.00 a share.
During 1995, 1994, and 1993 no shares of preferred stock were
reacquired.
Any default in a sinking fund payment must be cured before the Company
may pay dividends on or acquire any common stock. Sinking fund requirements
on preferred stock for the five years subsequent to September 30, 1995 are:
1996-1999, none; 2000, $37,000.
5. Long-Term Debt
There are no maturities or sinking fund requirements on long-term debt
for the five years subsequent to September 30, 1995.
On April 28, 1995, the Company received approval from the Missouri
Public Service Commission for a two-year extension, to April 21, 1997, of
its previously granted authority to sell additional First Mortgage Bonds.
37<PAGE>
<PAGE>
The original authorization was for $100 million of First Mortgage Bonds of
which $25 million have already been issued and sold. In November 1995, the
Company issued $25 million of 6 1/2% First Mortgage Bonds at a cost to the
Company of 6.55%. The proceeds of the issuance were used to reduce
outstanding short-term borrowings.
Substantially all of the Company's utility plant is subject to the
liens of its mortgage.
The Company's mortgage contains provisions which restrict retained
earnings from declaration or payment of cash dividends. As of September 30,
1995, approximately $164,600,000 of consolidated retained earnings was free
from such restrictions.
6. Fair Value of Financial Instruments
<TABLE>
The carrying amounts and estimated fair values of the Company's
financial instruments at September 30, 1995, are as follows:
<CAPTION>
Carrying Fair
(Thousands of Dollars) Amount Value
- ------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 1,555 $ 1,555
Short-term debt 59,500 59,500
Long-term debt 154,279 168,397
Redeemable preferred stock 1,960 1,644
</TABLE>
The carrying amounts for cash and cash equivalents and short-term debt
approximate fair value due to the short maturity of these investments. Fair
value of long-term debt and preferred stock is estimated based on market
prices for similar issues.
38<PAGE>
<PAGE>
7. Income Taxes
Net provisions for income taxes were charged during the years ended
September 30, 1995, 1994 and 1993 as shown on the Schedule of Income Taxes.
Deferred tax expense results from the change in temporary tax differences in
1995 and 1994, and from timing differences in the recognition of revenue and
expense for tax and book purposes in 1993. The sources of these differences
and the related tax effect of each are as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars) 1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Excess of accelerated over straight-line
depreciation $2,248 $ 3,531 $ 3,477
Excess of full cost accounting charges per books
over depreciation, intangible drilling and
unsuccessful exploration costs expensed on
tax return (311) (281) (423)
Gas costs deferred for book purposes and
expensed on tax return (reversal) 2,819 (1,419) 772
Uncollectible accounts expense for books
(in excess of) less than expense
per tax return (136) 962 (486)
Pension income per books in excess of
amounts recognized per tax return 3,551 66 2,697
Supplier refund (income) expense not recognized
per books 1,464 (907) -
Postretirement insurance benefits expense
per books in excess of expense per tax return (335) (1,149) -
Other items - net 510 59 (501)
-------------------------
Total deferred income tax $9,810 $ 862 $ 5,536
=========================
</TABLE>
<TABLE>
The effective income tax rate varied from the federal statutory income
tax rate for each year due to the following:
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax statutory rate 35.0% 35.0% 34.7%
State and local income taxes,
net of federal income tax benefits 3.0 3.4 2.4
Certain expenses capitalized on books
and deducted on tax return (3.3) (3.0) (2.0)
Reversal of deferred taxes related to gas costs - ( .1) .1
Taxes related to prior years (1.3) - 2.1
Other items - net (.8) 1.0 1.7
----------------------
Effective income tax rate 32.6% 36.3% 39.0%
======================
</TABLE>
39<PAGE>
<PAGE>
<TABLE>
The significant items comprising the Company's net deferred tax
liability recognized in the consolidated balance sheets as of September 30
are as follows:
<CAPTION>
(Thousands of Dollars) 1995 1994
- ----------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Reserves not currently deductible $ 12,927 $13,481
Unamortized investment tax credits 5,048 5,269
Other 2,661 2,395
-------- -------
Total deferred tax assets 20,636 21,145
-------- -------
Deferred tax liabilities:
Relating to utility property 86,997 84,202
Pension 11,538 7,996
Other 5,831 1,892
-------- -------
Total deferred tax liabilities 104,366 94,090
-------- -------
Net deferred tax liability 83,730 72,945
Net deferred tax asset (liability)-current (167) 3,717
-------- -------
Net deferred tax liability-non-current $ 83,563 $76,662
======== =======
</TABLE>
8. Notes Payable and Credit Agreements
The Company has a primary line of bank credit which permits borrowing
of up to $40 million at any time before January 31, 1996. Such borrowings
are on a 90-day basis, renewable from time to time, with no note maturing
beyond June 30, 1996. The borrowings may be repaid at any time without
penalty. The Company anticipates renewal of this primary line of $40
million in January 1996. This, along with the Company's previously obtained
$70 million supplemental line of credit, which was in effect from October
18, 1994 to March 1, 1995, provided a total line of credit for the 1994-1995
primary heating season of $110 million, compared with a maximum of $95
million during the 1993-1994 heating season. Since cash needs typically
decline at the end of the heating season, on March 1, 1995, the Company
reduced the supplemental line with a reduced supplemental line to $50
million. This supplemental line of credit was further reduced to a $25
million supplemental line of credit, which extended to September 1, 1995,
thus providing a total line of credit of $65 million to September 1, 1995.
The reduction in the supplemental line of credit was made possible by the
receipt of $28.6 million in net proceeds from a common stock offering. On
September 1, 1995, the supplemental line of credit was increased to $50
million and on November 1, 1995 was extended to March 1, 1996. The total
line of credit for the remainder of the 1995-1996 heating season is $90
million. The Company anticipates that the supplemental line will again be
reduced after March 1, 1996.
Alternatively, the Company has an agreement for the issuance of
commercial paper which is supported by the bank loan lines of credit.
During fiscal year 1995, the Company's short-term borrowing requirements
were met by the sale of commercial paper. As of September 30, 1995, the
Company had $59.5 million in commercial paper outstanding at an average
interest rate of 5.83%.
40<PAGE>
<PAGE>
9. Commitments and Contingencies
The Company estimates fiscal year 1996 utility construction
expenditures at $35,500,000. The lease agreement covering the Company's
general office space extends through February 2000 with options to renew for
up to 20 additional years. The aggregate rental expense for fiscal years
1995, 1994 and 1993 was $780,000, $770,000 and $760,000, respectively.
Annual minimum rental payments for fiscal years 1996-1999 are $780,000 per
year. The lease agreement provides for an annual rent escalation which is
not determinable as of the balance sheet date; however, the maximum amount
of rental expense increase is $8,800 per year. The Company has other rental
arrangements which provide for minimum rental payments that are relatively
minor. The Company has entered into various contracts which in the
aggregate require it to pay approximately $92 million on an annual basis, at
present rate levels, for the reservation of gas supplies and pipeline
transmission and storage capacity. These costs are recovered from customers
in accordance with the Purchased Gas Adjustment Clause of the Company's
tariff. The contracts have various expiration dates ranging from 1996 to
1999.
A consolidated subsidiary is a general partner in an unconsolidated
partnership which invests in real estate partnerships. The subsidiary and
third parties are jointly and severally liable for the payment of mortgage
loans in the aggregate outstanding amount of approximately $8.7 million
incurred in connection with various real estate ventures. The Company has
no reason to believe that the other principal liable parties will not be
able to meet their proportionate share of these obligations. The Company
further believes that the asset values of the real estate properties are
sufficient to support these mortgage loans.
The Company is subject to various laws and regulations relating to the
environment, which thus far have not had a material effect on the Company's
financial position and results of operations. Prior to the widespread
availability of natural gas, the Company operated various manufactured gas
plants, the last of which was closed in 1961. The process for manufacturing
gas produced by-products and residuals, including various hydrocarbons.
Certain remnants of these residuals are typically found at former gas
manufacturing sites. The United States Environmental Protection Agency
(EPA) has been engaged in a survey of a large number of former manufactured
gas plant sites across the nation.
In this regard, the Company and the EPA have determined that
manufactured gas residuals are present at one of the former manufactured gas
plant sites operated by the Company. While no conclusion has been reached
as to the extent of any remedial action that will be required, the Company
and the EPA have entered into an Administrative Order on Consent (AOC),
effective March 31, 1994, with regard to this site. The AOC provides for
the Company to conduct certain investigative activities (i.e., a removal
site evaluation and an engineering evaluation cost analysis), and to
reimburse the EPA for response costs under the AOC. The AOC requires only
investigations and does not cover any removal action. If remedial action is
necessary, then a subsequent order will cover such action. The
investigative activities required by the AOC have been completed and, on
July 31, 1995, the Company submitted a draft removal site evaluation report
to the EPA, which concludes that no further action is necessary. The EPA
has advised that such overall conclusion may be premature because the
Company's report does not contain a full characterization of the
contaminants on certain small areas of the site. EPA has observed that a
limited removal program may be more reasonable than to continue to
characterize these areas in order to determine any actual degree of risk.
Although the Company and the EPA are further analyzing the site, if
41<PAGE>
<PAGE>
the aforementioned limited removal action is taken, the cost thereof is
estimated by the Company to range from approximately $40,000 to as much as
$125,000. Based on currently available information, such costs, together
with EPA oversight costs and other associated legal and engineering
consulting costs relating to the site, would likely aggregate approximately
$600,000. At September 30, 1995, $375,000 of such amount has been paid and
the additional $225,000 balance has been reserved by the Company. The
Company has notified its insurers that the Company intends to seek
reimbursement from them of its investigation, remediation, clean-up and
defense costs in regard to the foregoing. In addition to pursuing insurance
proceeds to the extent feasible, the Company also plans to seek recovery, if
practicable, from any other potentially responsible parties.
In a separate matter, the Missouri Department of Natural Resources
(the "MoDNR") has advised the Company that it believes that hazardous
substances may be present on the site of a different former manufactured gas
plant (which was also used as the site of a coke facility), which site was
sold by the Company in 1950. The Company has made application to the MoDNR
for the placement of that site in the Missouri environmental remediation
program, and has offered to conduct a preliminary assessment and site
evaluation investigation to determine the nature and extent of any hazardous
substances that may be present on such site. The Company's application has
been accepted by MoDNR, subject to the Company's entering into an agreement
regarding the investigation and MoDNR oversight costs. The cost of such an
investigation, including MoDNR oversight costs and associated legal and
engineering consulting costs relating to that site, is estimated by the
Company to be approximately $75,000, for which the Company has established a
liability reserve. The Company has requested that other former owners and/or
operators participate in the cost of such an investigation, but none has as
yet agreed to do so, and the Company plans to seek reimbursement, if
feasible, from such parties and any other potentially responsible parties,
as well as from its insurers, to the extent practicable.
The Company is presently unable to evaluate or quantify further the
scope or cost of any environmental response activity.
An environmental cost deferral procedure was established by the
Missouri Public Service Commission in the Company's recent rate case,
effective September 1, 1994, for use by the Company in applying for
appropriate rate recovery of various investigation, remediation and other
costs to be incurred by the Company in connection with former manufactured
gas plant sites. The authorization to begin deferring such costs shall only
be triggered to the extent that the cumulative liability incurred by the
Company during the deferral period is not offset by the cumulative costs of
$250,000 per year reflected in the Company's current rates. In the event
the cumulative liability incurred by the Company for such costs during the
deferral period is less than the cumulative amount of such annualized costs
reflected in the rates approved in the settlement, then the Company shall
refund the difference. The above authorization will become null and void if
the Company does not file for a general rate increase by September 1, 1996,
and, in any event, the recovery of costs deferred thereunder is subject to
challenge in future rate cases.
The Company is involved in litigation, claims, and investigations
arising in the normal course of business. While the results of such
litigation cannot be predicted with certainty, management, after discussion
with counsel, believes the final outcome will not have a material adverse
effect on the consolidated financial position and results of operations
reflected in the financial statements presented herein.
42<PAGE>
<PAGE>
10. Interim Financial Information (Unaudited)
In the opinion of the Company, the quarterly information presented in
the Schedule of Interim Financial Information for fiscal years 1995 and 1994
includes all adjustments, consisting of normal recurring adjustments
necessary for a fair statement of the results of operations for such
periods. Variations in operations reported on a quarterly basis reflect the
seasonal nature of the Company's business.
Item 9. Changes in and Disagreements on Accounting and Financial
Disclosure
There have been no disagreements on accounting and financial disclosure with
the Company's outside auditors which are required to be disclosed.
Part III
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required by this item is set forth on
pages 3 through 7 and 18 in the Company's proxy statement dated December 26,
1995 and is incorporated herein by reference.
The information concerning executive officers required by this item is
reported in Part I of this Form 10-K.
Item 11. Executive Compensation
The information required by this item is set forth on pages 8 through 17 in
the Company's proxy statement dated December 26, 1995 and is incorporated
herein by reference but the information under the captions "Compensation
Committee Report Regarding Compensation" and "Performance Graph" on pages 13
through 16 of such proxy statement is expressly NOT incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item is set forth on page 7 in the Company's
proxy statement dated December 26, 1995 and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
There were no transactions required to be disclosed pursuant to this item.
43 <PAGE>
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) 1. Consolidated Financial Statements: 1995 10-K Page
For Years Ended September 30, 1995, 1994, and 1993:
Statements of Income 23
Statements of Retained Earnings 24
Statements of Cash Flows 28
Schedule of Income Taxes 29
As of September 30, 1995 & 1994:
Balance Sheets 25-26
Statements of Capitalization 27
For Years Ended 1995 & 1994:
Schedule of Interim Financial Information 30
Notes to Financial Statements 31-43
Independent Auditors' Report 21
Management Report 22
2. Supplemental Schedules
II - Reserves 49
Schedules not included have been omitted because they are not
applicable or the required data has been included in the financial
statements or notes to financial statements.
3. Exhibits
Incorporated herein by reference to Index to Exhibits, page 50.
(b) During the last quarter of fiscal year 1995, no reports on Form 8-K were
required to be filed by the Company.
44<PAGE>
<PAGE>
(c) Management contracts and compensatory plans or arrangements listed in
the Index to Exhibits required to be filed as exhibits to this form
pursuant to Item 14(c) of this report:
Exhibit No. Description
10.01 - Incentive Compensation Plan of the Company, as amended.
10.01a - Amendment adopted by the Board of Directors on
July 26, 1990 to the Incentive Compensation Plan.
10.01b - Amendments adopted by the Board of
Directors on August 23, 1990 to the
Incentive Compensation Plan.
10.01c - Amendments to Laclede Gas Company Incentive Compensation
Plan, effective January 26, 1995.
10.02 - Senior Officers' Life Insurance Program of
the Company, as amended.
10.02a - Certified copy of resolutions of the Company's
Board of Directors adopted on June 27, 1991
amending the Senior Officers' Life Insurance
Program.
10.02b - Certified copy of resolutions of the Company's
Board of Directors adopted on January 28, 1993
amending the Senior Officers' Life Insurance Program.
10.03 - Employees' Retirement Plan of Laclede Gas
Company - Management Employees, effective
as of July 1, 1990, as amended.
10.03a - Amendment to the Employees' Retirement Plan
of Laclede Gas Company - Management Employ-
ees adopted by the Board of Directors on
September 27, 1990.
10.03b - Amendments, dated December 12, 1990 to the
Employees' Retirement Plan of Laclede Gas
Company - Management Employees.
10.03c - Amendment to the Employees' Retirement Plan of
Laclede Gas Company - Management Employees dated
January 10, 1994.
10.03d - Amendments to the Employees' Retirement Plan
of Laclede Gas Company - Management Employees
dated July 29, 1994.
10.03e - Amendments to the Employee's Retirement Plan of
Laclede Gas Company-Management Employees dated
February 21, 1995.
10.03f - Amendments to the Employees' Retirement Plan of
Laclede Gas Company-Management Employees dated
March 7, 1995.
10.03g - Amendments to the Employees' Retirement Plan of
Laclede Gas Company-Management Employees dated
September 11, 1995.
10.04 - Laclede Gas Company Supplemental Retirement
Benefit Plan, as amended and restated effec-
tive July 25, 1991.
10.05 - Laclede Gas Company Salary Deferral Savings
Plan, as amended through February 27, 1992.
10.05a - Amendment to the Company's Salary Deferral
Savings Plan, effective January 31, 1992,
adopted by the Board of Directors on August 27,
1992.
45<PAGE>
<PAGE>
10.05b - Amendment to the Company's Salary Deferral
Savings Plan dated January 10, 1994.
10.05c - Amendments to the Company's Salary Deferral
Savings Plan, dated July 29, 1994.
10.05d - Amendments to the Company's Salary Deferral
Savings Plan effective August 1, 1994 adopted by
the Board of Directors on August 25, 1994.
10.05e - Amendments to the Company's Salary Deferral
Savings Plan dated September 27, 1994.
10.05f - Amendments to the Company's Salary Deferral
Savings Plan dated February 21, 1995.
10.05g - Amendments to the Company's Salary Deferral
Savings Plan dated March 7, 1995.
10.05h - Amendments to the Laclede Gas Company Salary
Deferral Savings Plan dated June 26, 1995.
10.05i - Amendments to the Company's Salary Deferral
Savings Plan dated August 3, 1995.
10.06 - Laclede Gas Company Deferred Compensation
Plan for Non-Employee Directors dated
March 26, 1981.
10.06a - First Amendment to the Company's Deferred
Compensation Plan for Non-Employee Directors,
adopted by the Board of Directors on July 26,
1990.
10.06b - Amendment to the Company's Deferred Com-
pensation Plan for Non-Employee Directors,
adopted by the Board of Directors on
August 27, 1992.
10.08 - The Retirement Plan for Non-Employee Direc-
tors of Laclede Gas Company dated January 24,
1985.
10.08a - First Amendment to Retirement Plan for the
Company's Non-Employee Directors, adopted by
the Board of Directors on July 26, 1990.
10.08b - Amendments to the Retirement Plan for Non-
Employee Directors, adopted by the Board
of Directors on January 23, 1992.
10.09 - Salient Features of the Laclede Gas Company
Deferred Income Plan for Directors and
Selected Executives, including amendments
adopted by the Board of Directors on
July 26, 1990.
10.09a - Amendment to the Company's Deferred Income
Plan for Directors and Selected Executives,
adopted by the Board of Directors on
August 27, 1992.
10.10 - Form of Indemnification Agreement between
the Company and its Directors and Officers.
10.11 - Laclede Gas Company Management Continuity
Protection Plan, as amended, effective at
the close of business on January 27, 1994, by
the Board of Directors.
10.12 - Laclede Gas Company Restricted Stock Plan
for Non-Employee Directors, effective as of
January 25, 1990.
46<PAGE>
<PAGE>
10.12a - Extension and amendment of the Laclede Gas
Company Restricted Stock Plan for Non-Employee
Directors adopted by the Board of Directors
on November 17, 1994.
10.14 - Salient Features of the Laclede Gas Company
Deferred Income Plan II for Directors and
Selected Executives adopted by the Board of
Directors on September 23, 1993.
47<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LACLEDE GAS COMPANY
December 21, 1995 By Gerald T. McNeive, Jr.
Gerald T. McNeive, Jr.
Senior Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date Signature Title
12/21/95 Robert C. Jaudes Chairman of the Board,
Robert C. Jaudes President and Chief
Executive Officer
(Principal Executive
Officer)
12/21/95 Gerald T. McNeive, Jr. Senior Vice President -
Gerald T. McNeive, Jr. Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
12/21/95 Andrew B. Craig, III Director
Andrew B. Craig, III
12/21/95 Henry Givens, Jr. Director
Henry Givens, Jr.
12/21/95 C. Ray Holman Director
C. Ray Holman
12/21/95 Mary Ann Krey Director
Mary Ann Krey
12/21/95 William E. Nasser Director
William E. Nasser
12/21/95 Boyd F. Schenk Director
Boyd F. Schenk
12/21/95 Robert P. Stupp Director
Robert P. Stupp
12/21/95 H. Edwin Trusheim Director
H. Edwin Trusheim
48<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
RESERVES
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
<CAPTION>
- ----------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
BALANCE AT ADDITIONS CHARGED DEDUCTIONS BALANCE AT
BEGINNING TO TO OTHER FROM AT CLOSE
DESCRIPTION OF PERIOD INCOME ACCOUNTS RESERVES OF PERIOD
- ----------------------------------------------------------------------------
(Thousands of Dollars)
YEAR ENDED
SEPTEMBER 30, 1995:
<S> <C> <C> <C> <C> <C>
DOUBTFUL ACCOUNTS $ 4,943 $6,040 $3,397 (a) $9,191 (b) $ 5,189
=====================================================
MISCELLANEOUS:
Injuries and
property damage $ 4,070 $1,708 $ - $2,180 (c) $ 3,598
Deferred compensation 7,175 1,079 30 737 7,547
-----------------------------------------------------
TOTAL $11,245 $2,787 $ 30 $2,917 $11,145
=====================================================
YEAR ENDED
SEPTEMBER 30, 1994:
DOUBTFUL ACCOUNTS $ 7,704 $2,818 $2,842 (a) $8,421 (b) $ 4,943
=====================================================
MISCELLANEOUS:
Injuries and
property damage $ 3,684 $1,657 $ - $1,271 (c) $ 4,070
Deferred compensation 6,777 1,010 - 612 7,175
Equalization group
insurance premium(d) 4,754 - - 4,754 -
-----------------------------------------------------
TOTAL $15,215 $2,667 $ - $6,637 $11,245
=====================================================
YEAR ENDED
SEPTEMBER 30, 1993:
DOUBTFUL ACCOUNTS $ 6,384 $4,842 $2,329 (a) $5,851 (b) $ 7,704
======================================================
MISCELLANEOUS:
Injuries and
property damage $ 2,866 $2,027 $ - $1,209 (c) $ 3,684
Deferred compensation 6,251 684 - 158 6,777
Equalization group
insurance premium 5,139 1,076 - 1,461 4,754
-----------------------------------------------------
TOTAL $14,256 $3,787 $ - $2,828 $15,215
======================================================
<FN>
(a) Accounts reinstated, cash recoveries, etc.
(b) Accounts written off.
(c) Claims settled, less reimbursements from insurance companies.
(d) Adjusted as a result of the adoption of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" on
October 1, 1993.
</TABLE>
49 <PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
3.01(i)* - Articles of Incorporation, as of February 11,
1994; filed as Exhibit 4(a) to the Company's
Form S-3 Registration Statement No. 33-52357.
3.01(ii)* - By-Laws of the Company effective January 26,
1995; filed as Exhibit 4.2 to the Company's
Registration Statement No. 33-58757.
4.01* - Mortgage and Deed of Trust, dated as of
February 1, 1945; filed as Exhibit 7-A to
Registration Statement No. 2-5586.
4.02* - Fourteenth Supplemental Indenture, dated as
of October 26, 1976; filed on June 26, 1979
as Exhibit b-4 to Registration Statement
No. 2-64857.
4.03* - Seventeenth Supplemental Indenture, dated as
of May 15, 1988; filed as Exhibit 28(a) to the
Registration Statement No. 33-38413.
4.04* - Eighteenth Supplemental Indenture, dated as of
November 15, 1989; filed as Exhibit 28(b) to
the Registration Statement No. 33-38413.
4.05* - 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).
4.06* - 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).
4.07* - 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).
4.08* - Laclede Gas Company Board of Directors' Resolution
dated August 28, 1986 which generally provides
that the Board may delegate its authority in the
adoption of certain employee benefit plan amend-
ments to certain designated Executive Officers;
filed as Exhibit 4.12 to the Company's 10-K for
the fiscal year ended September 30, 1991 (File
No. 1-1822).
4.08a* - Laclede Gas Company Board of Directors' Resolu-
tions dated August 25, 1988, which generally
provide for certain amendments to the Company's
Wage Deferral Savings Plan and Salary Deferral
Savings Plan and that certain Officers are
authorized to execute such amendments; filed as
Exhibit 4.12g to the Company's 10-K for the
fiscal year ended September 30, 1988 (File No.
1-1822).
* Incorporated herein by reference and made a part hereof.
50<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
4.09* - Laclede Gas Company Wage Deferral Savings Plan,
incorporating amendments through December 12,
1990; filed as Exhibit 4.13 to the Company's 10-K
for the fiscal year ended September 30, 1991
(File No. 1-1822).
4.09a* - Amendments to the Company's Wage Deferral and
Salary Deferral Savings Plans, effective May 1,
1992, adopted by the Board of Directors on
February 27, 1992; filed as Exhibit 4.13 to the
Company's 10-Q for the fiscal quarter ended
March 31, 1992 (File No. 1-1822).
4.09b* - Amendment to the Company's Wage Deferral Savings
Plan, effective August 1, 1992, adopted by the
Board of Directors on August 27, 1992; filed as
Exhibit 4.13b to the Company's 10-K for the fiscal
year ended September 30, 1992 (File No. 1-1822).
4.09c* - Amendments to the Company's Wage Deferral Savings
Plan dated July 29, 1994; filed as Exhibit 4.09c
to the Company's 10-K for the fiscal year ended
September 30, 1994 (File No. 1-1822).
4.09d* - Amendments to the Company's Wage Deferral Savings
Plan effective August 1, 1994 and adopted by the
Board of Directors August 25, 1994; filed as
Exhibit 4.09d to the Company's 10-K for the fiscal
year ended September 30, 1994 (File No. 1-1822).
4.09e* - Amendments to the Company's Wage Deferral Savings
Plan dated February 21, 1995; filed as Exhibit 4.1
to the Company's 10-Q for the fiscal quarter ended
March 31, 1995 (File No. 1-1822).
4.09f* - Amendments to the Company's Wage Deferral Savings
Plan dated March 7, 1995; filed as Exhibit 4.2 to
the Company's 10-Q for the fiscal quarter ended
March 31, 1995 (File No. 1-1822).
4.09g* - Amendments to the Laclede Gas Company Wage Deferral
Savings Plan dated June 26, 1995; filed as Exhibit
4.1 to the Company's 10-Q for the fiscal quarter
ended June 30, 1995 (File No. 1-1822).
4.10* - Missouri Natural Gas Division of the Laclede Gas
Company Dual Savings Plan incorporating amendments
through December 12, 1990; filed as Exhibit 4.01
to the Company's 10-Q for the fiscal quarter ended
December 31, 1990 (File No. 1-1822).
4.10a* - Amendment to the Missouri Natural Gas Division
of Laclede Gas Company Dual Savings Plan
effective April 11, 1993, adopted by the Board of
Directors on August 26, 1993; filed as Exhibit
4.10a to the Company's 10-K for the fiscal year
ended September 30, 1993 (File No. 1-1822).
* Incorporated herein by reference and made a part hereof.
51<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
4.10b* - Amendments to the Missouri Natural Gas Division
of Laclede Gas Company Dual Savings Plan dated
July 29, 1994; filed as Exhibit 4.10b to the
Company's 10-K for the fiscal year ended September
30, 1994 (File No. 1-1822).
4.10c* - Amendment dated October 27, 1994 to the Missouri
Natural Gas Division of Laclede Gas Company Dual
Savings Plan; filed as Exhibit 4.1 to the Company's
10-Q for the fiscal quarter ended December 31, 1994
(File No. 1-1822).
4.10d* - Amendment dated November 21, 1994 to the Missouri
Natural Gas Division of Laclede Gas Company Dual
Savings Plan; filed as Exhibit 4.2 to the Company's
10-Q for the fiscal quarter ended December 31, 1994
(File No. 1-1822).
4.10e* - Amendments to the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan dated
February 21, 1995; filed as Exhibit 4.3 to the
Company's 10-Q for the fiscal quarter ended March
31, 1995 (File No. 1-1822).
4.10f* - Amendments to the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan dated
March 7, 1995; filed as Exhibit 4.4 to the
Company's 10-Q for the fiscal quarter ended March
31, 1995 (File No. 1-1822).
4.10g* - Amendments to the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan adopted by
the Laclede Gas Company Board of Directors on May
25, 1995; filed as Exhibit 4.2 to the Company's
10-Q for the fiscal quarter ended June 30, 1995
(File No. 1-1822).
4.10h* - Amendments to the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan dated June
26, 1995; filed as Exhibit 4.3 to the Company's
10-Q for the fiscal quarter ended June 30, 1995
(File No. 1-1822).
4.10i - Amendments to the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan dated
August 3, 1995. 60
4.11* - Rights Agreement dated as of April 17, 1986; filed
on April 18, 1986 as Exhibit 1 to the Company's
Form 8-A (File No. 1-1822).
10.01* - Incentive Compensation Plan of the Company, as
amended; filed as Exhibit 10.03 to the Company's
10-K for the fiscal year ended September 30, 1989.
* Incorporated herein by reference and made a part hereof.
52<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.01a* - Amendment adopted by the Board of Directors
on July 26, 1990 to the Incentive Compensation
Plan; filed as Exhibit 10.02a to the Company's
10-K for the fiscal year ended September 30,
1990 (File No. 1-1822).
10.01b* - Amendments adopted by the Board of Directors on
August 23, 1990 to the Incentive Compensation Plan;
filed as Exhibit 10.02b to the Company's 10-K for
the fiscal year ended September 30, 1990
(File No. 1-1822).
10.01c* - Amendments to Laclede Gas Company Incentive Comp-
ensation Plan, effective January 26, 1995; filed as
Exhibit 10.3 to the Company's 10-Q for the fiscal
quarter ended March 31, 1995 (File No. 1-1822).
10.02* - Senior Officers' Life Insurance Program of the
Company, as amended; filed as Exhibit 10.03 to the
Company's 10-K for the fiscal year ended September
30, 1990 (File No. 1-1822).
10.02a* - Certified copy of resolutions of the Company's
Board of Directors adopted on June 27, 1991 amending
the Senior Officers' Life Insurance Program; filed
as Exhibit 10.01 to the Company's 10-Q for the
fiscal quarter ended June 30, 1991 (File No. 1-1822).
10.02b* - Certified copy of resolutions of the Company's Board
of Directors adopted on January 28, 1993 amending
the Senior Officers' Life Insurance Program; filed
as Exhibit 10.03 to the Company's 10-Q for the
fiscal quarter ended March 31, 1993 (File No. 1-1822).
10.03* - Employees' Retirement Plan of Laclede Gas Company -
Management Employees, effective as of July 1, 1990,
as amended; filed as Exhibit 10.01 to the Company's
10-Q for the fiscal quarter ended June 30, 1990
(File No. 1-1822).
10.03a* - Amendment to the Employees' Retirement Plan of Laclede
Gas Company - Management Employees adopted by the Board
of Directors on September 27, 1990; filed as Exhibit
10.04a to the Company's 10-K for the fiscal year ended
September 30, 1990 (File No. 1-1822).
10.03b* - Amendments, dated December 12, 1990 to the
Employees' Retirement Plan of Laclede Gas Company -
Management Employees; filed as Exhibit 10.04b to
the Company's 10-K for the fiscal year ended
September 30, 1990 (File No. 1-1822).
10.03c* - Amendment to the Employees' Retirement Plan of
Laclede Gas Company - Management Employees dated
January 10, 1994; filed as Exhibit 10.01 to the
Company's 10-Q for the fiscal quarter ended
December 31, 1993 (File No. 1-1822).
* Incorporated herein by reference and made a part hereof.
53<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.03d* - Amendments to the Employees' Retirement Plan of
Laclede Gas Company - Management Employees dated
July 29, 1994; filed as Exhibit 10.3d to the
Company's 10-K for the fiscal year ended September
30, 1994 (File No. 1-1822).
10.03e* - Amendments to the Employee's Retirement Plan of
Laclede Gas Company-Management Employees dated
February 21, 1995; filed as Exhibit 10.4 to the
Company's 10-Q for the fiscal quarter ended March
31, 1995 (File No. 1-1822).
10.03f* - Amendments to the Employees' Retirement Plan of
Laclede Gas Company-Management Employees dated
March 7, 1995; filed as Exhibit 10.5 to the
Company's 10-Q for the fiscal quarter ended March
31, 1995 (File No. 1-1822).
10.03g - Amendments to the Employees' Retirement Plan of
Laclede Gas Company - Management Employees dated
September 11, 1995. 62
10.04* - Laclede Gas Company Supplemental Retirement Benefit
Plan, as amended and restated effective July 25,
1991; filed as Exhibit 10.05 to the Company's 10-K
for the fiscal year ended September 30, 1991 (File
No. 1-1822).
10.04a* - Trust Agreement with Boatmen's Trust Company, dated
September 4, 1990; filed as Exhibit 10.05c to the
Company's 10-K for the fiscal year ended September
30, 1990 (File No. 1-1822).
10.04b* - First Amendment to Laclede Gas Company Trust Agreement
dated as of September 4, 1990, adopted by the Board of
Directors on September 23, 1993; filed as Exhibit
10.05(b) to the Company's 10-K for the fiscal year
ended September 30, 1993 (File No. 1-1822).
10.05* - Laclede Gas Company Salary Deferral Savings Plan,
as amended through February 27, 1992; filed as
Exhibit 10.08 to the Company's 10-Q for the fiscal
quarter ended March 31, 1992 (File No. 1-1822).
10.05a* - Amendment to the Company's Salary Deferral Savings
Plan, effective January 31, 1992, adopted by the
Board of Directors on August 27, 1992; filed as
Exhibit 10.08a to the Company's Form 10-K for the
fiscal year ended September 30, 1992 (File No.
1-1822).
10.05b* - Amendment to the Company's Salary Deferral Savings
Plan dated January 10, 1994; filed as Exhibit
10.02 to the Company's 10-Q for the fiscal quarter
ended December 31, 1993 (File No. 1-1822).
* Incorporated herein by reference and made a part hereof.
54<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.05c* - Amendments to the Company's Salary Deferral Savings
Plan, dated July 29, 1994; filed as Exhibit 10.05c
to the Company's 10-K for the fiscal year ended
September 30, 1994 (File No. 1-1822).
10.05d* - Amendments to the Company's Salary Deferral
Savings Plan effective August 1, 1994 adopted
by the Board of Directors on August 25, 1994;
filed as Exhibit 10.05d to the Company's 10-K
for the fiscal year ended September 30, 1994
(File No. 1-1822).
10.05e* - Amendments to the Company's Salary Deferral
Savings Plan dated September 27, 1994; filed
as Exhibit 10.05e to the Company's 10-K for the
fiscal year ended September 30, 1994 (File No.
1-1822).
10.05f* - Amendments to the Company's Salary Deferral
Savings Plan dated February 21, 1995; filed as
Exhibit 10.1 to the Company's 10-Q for the
fiscal quarter ended March 31, 1995 (File No.
1-1822).
10.05g* - Amendments to the Company's Salary Deferral
Savings Plan dated March 7, 1995; filed as Exhibit
10.2 to the Company's 10-Q for the fiscal quarter
ended March 31, 1995 (File No. 1-1822).
10.05h* - Amendments to the Laclede Gas Company Salary
Deferral Savings Plan dated June 26, 1995; filed
as Exhibit 10.1 to the Company's 10-Q for the
fiscal quarter ended June 30, 1995 (File No.
1-1822).
10.05i - Amendments to the Company's Salary Deferral Savings
Plan dated August 3, 1995. 67
10.06* - Laclede Gas Company Deferred Compensation Plan for
Non-Employee Directors dated March 26, 1981; filed
as Exhibit 10.12 to the Company's 10-K for the
fiscal year ended September 30, 1989 (File No.
1-1822).
10.06a* - First Amendment to the Company's Deferred Compen-
sation Plan for Non-Employee Directors, adopted by
the Board of Directors on July 26, 1990; filed as
Exhibit 10.09a to the Company's 10-K for the fiscal
year ended September 30, 1990 (File No. 1-1822).
10.06b* - Amendment to the Company's Deferred Compensation
Plan for Non-Employee Directors, adopted by the
Board of Directors on August 27, 1992; filed as
Exhibit 10.09b to the Company's Form 10-K for the
fiscal year ended September 30, 1992 (File No.
1-1822).
* Incorporated herein by reference and made a part hereof.
55<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.07* - Agency Agreement Between Laclede Gas Company and
Mississippi River Transmission Corporation dated
August 26, 1993; filed as Exhibit 10.10 to the
Company's 10-K for the fiscal year ended September
30, 1993 (File No. 1-1822).
10.07a* - Propane sales contract between Phillips 66 Company
and Laclede Pipeline Company, dated February 2,
1989; filed as Exhibit 10.10d to the Company's
10-K for the fiscal year ended September 30, 1990
(File No. 1-1822).
10.07b* - Amendment, dated August 6, 1992, to Propane Sales
Contract between the Company and Phillips 66
Company; filed as Exhibit 10.10c to the Company's
Form 10-K for the fiscal year ended September 30,
1992 (File No. 1-1822).
10.07c* - Gas Purchase and Sales Agreement effective November
1, 1990 between the Company and ESCO Energy, Inc.
and its affiliated companies; filed as Exhibit
10.10d to the Company's 10-K for the fiscal year
ended September 30, 1991 (File No. 1-1822).
10.07d - Letter Agreement dated December 22, 1994 between
Vesta Natural Gas Company and the Company. 69
10.08* - The Retirement Plan for Non-Employee Directors of
Laclede Gas Company dated January 24, 1985; filed
as Exhibit 10.01 to the Company's 10-Q for the
fiscal quarter ended March 31, 1990 (File No. 1-1822).
10.08a* - First Amendment to Retirement Plan for the
Company's Non-Employee Directors, adopted by the
Board of Directors on July 26, 1990; filed as
Exhibit 10.11a to the Company's 10-K for the fiscal
year ended September 30, 1990 (File No. 1-1822).
10.08b* - Amendments to the Retirement Plan for Non-Employee
Directors, adopted by the Board of Directors on
January 23, 1992; filed as Exhibit 10.11 to the
Company's 10-Q for the fiscal quarter ended March
31, 1992 (File No. 1-1822).
10.09* - Salient Features of the Laclede Gas Company
Deferred Income Plan for Directors and Selected
Executives, including amendments adopted by the
Board of Directors on July 26, 1990; filed as
Exhibit 10.12 to the Company's 10-K for the fiscal
year ended September 30, 1991 (File No. 1-1822).
10.09a* - Amendment to the Company's Deferred Income Plan for
Directors and Selected Executives, adopted by the
Board of Directors on August 27, 1992; filed as
Exhibit 10.12a to the Company's Form 10-K for the
fiscal year ended September 30, 1992 (File No.
1-1822).
* Incorporated herein by reference and made a part hereof.
56<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.10* - Form of Indemnification Agreement between the
Company and its Directors and Officers; filed as
Exhibit 10.13 to the Company's 10-K for the fiscal
year ended September 30, 1990 (File No. 1-1822).
10.11* - Laclede Gas Company Management Continuity
Protection Plan, as amended, effective at the
close of business on January 27, 1994, by the
Board of Directors; filed as Exhibit 10.1 to the
Company's 10-Q for the fiscal quarter ended March
31, 1994 (File No. 1-1822).
10.12* - Laclede Gas Company Restricted Stock Plan for Non-
Employee Directors, effective as of January 25, 1990;
filed as Exhibit 10.03 to the Company's 10-Q for the
fiscal quarter ended March 31, 1990 (File No. 1-1822).
10.12a* - Extension and amendment of the Laclede Gas Company
Restricted Stock Plan for Non-Employee Directors
adopted by the Board of Directors on November 17,
1994; filed as Exhibit 10.1 to the Company's 10-Q
for the quarter ended December 31, 1994 (File No.
1-1822).
10.13* - Laclede Gas Company Trust Agreement with Boatmen's
Trust Company, dated December 7, 1989; filed as
Exhibit 10.16 to the Company's 10-K for the fiscal
year ended September 30, 1990 (File No. 1-1822).
10.13a* - First Amendment to Laclede Gas Company Trust
Agreement, adopted by the Board of Directors on
July 26, 1990; filed as Exhibit 10.16a to the
Company's 10-K for the fiscal year ended September
30, 1990 (File No. 1-1822).
10.13b* - Second Amendment to Laclede Gas Company Trust
Agreement dated as of December 7, 1989, adopted by
the Board of Directors on September 23, 1993; filed
as Exhibit 10.16b to the Company's 10-K for the
fiscal year ended September 30, 1993 (File No. 1-1822).
10.14* - Salient Features of the Laclede Gas Company Deferred
Income Plan II for Directors and Selected Executives
adopted by the Board of Directors on September 23,
1993; filed as Exhibit 10.17 to the Company's 10-K
for the fiscal year ended September 30, 1993 (File
No. 1-1822).
10.15* - January 18, 1995 line of credit agreement with
Mercantile Bank of St. Louis, N.A.; filed as Exhibit
10.8 to the Company's 10-Q for the fiscal quarter
ended March 31, 1995 (File No. 1-1822).
* Incorporated herein by reference and made a part hereof.
57<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.16* - January 18, 1995 line of credit agreement with
The Boatmen's National Bank of St. Louis; filed
as Exhibit 10.6 to the Company's 10-Q for the
fiscal quarter ended March 31, 1995 (File No.
1-1822).
10.17* - January 18, 1995 line of credit agreement with
Commerce Bank, N.A.; filed as Exhibit 10.7 to the
Company's 10-Q for the fiscal quarter ended March
31, 1995 (File No. 1-1822).
10.18* - January 18, 1995 line of credit agreement with
Chemical Bank; filed as Exhibit 10.9 to the
Company's 10-Q for the fiscal quarter ended March
31, 1995 (File No. 1-1822).
10.19* - October 18, 1993 Supplemental Line of Credit
Agreement with Chemical Bank, The Boatmen's
National Bank of St. Louis and Mercantile Bank,
N.A.; filed as Exhibit 10.6 to the Company's 10-Q
for the quarter ended March 31, 1994 (File No.
1-1822).
10.19a* - Amendment and Extension dated April 18, 1994 of
Supplemental Line of Credit Agreement dated
October 18, 1993 among Laclede Gas Company,
Chemical Bank, The Boatmen's National Bank of
St. Louis and Mercantile Bank of St. Louis
National Association; filed as Exhibit 10 to the
Company's 10-Q for the quarter ended June 30,
1994 (File No. 1-1822).
10.19b* - Amendment and Further Extension dated August 18,
1994 of Supplemental Line of Credit Agreement
dated October 18, 1993 among Laclede Gas Company,
Chemical Bank, The Boatmen's National Bank of St.
Louis and Mercantile Bank of St. Louis National
Association; filed as Exhibit 10.19b to the
Company's 10-K for the fiscal year ended
September 30, 1994 (File No. 1-1822).
10.19c* - Amendment and Further Extension dated October 18,
1994 of Supplemental Line of Credit Agreement dated
October 18, 1993, as amended and/or extended by
letters dated April 18, 1994 and August 18, 1994,
among Laclede Gas Company, Chemical Bank, The
Boatmen's National Bank of St. Louis and Mercantile
Bank of St. Louis National Association; filed as
Exhibit 10.2 to the Company's 10-Q for the fiscal
quarter ended December 31, 1994 (File No. 1-1822).
* Incorporated herein by reference and made a part hereof.
58<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
No. Pages
- ------- ------------
10.19d* - Amendment and Further Extension dated March 1,
1995 of Supplemental Line of Credit Agreement
dated October 18, 1993 as amended and/or extended
by letters dated April 18, 1994, August 18, 1994
and October 18, 1994, among Laclede Gas Company,
Chemical Bank, The Boatmen's National Bank of
St. Louis, and Mercantile Bank of St. Louis
National Association; filed as Exhibit 10.2 to
the Company's 10-Q for the fiscal quarter ended
June 30, 1995 (File No. 1-1822).
10.19e - Amendment and Further Extension dated September
1, 1995 of Supplemental Line of Credit Agreement
dated October 18, 1993, as amended and/or extended
by letters dated April 18, 1994, August 18, 1994,
October 18, 1994 and March 1, 1995 among Laclede
Gas Company, Chemical Bank, The Boatmen's National
Bank of St. Louis, and Mercantile Bank of St. Louis
National Association. 73
12 - Ratio of Earnings to Fixed Charges. 88
21 - Subsidiaries of the Registrant. 89
23 - Consent of Independent Public Auditors 90
27 - Financial Data Schedule UT 91
* Incorporated herein by reference and made a part hereof.
59
Exhibit 4.10i
Date: August 3, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company) and Robert J. Carroll (as Senior Vice
President - Finance of Laclede Gas Company), pursuant to the resolutions
adopted by the Board of Directors on July 27, 1995, which resolutions, among
other things, granted to the President and any Senior Vice President of the
Company the authority to: (1) amend any or all of the benefit plans of the
Company insofar as they relate to employees of the Missouri Natural Gas
Division of the Company (the "Missouri Natural Gas Division") to reflect the
benefits to be afforded under such plans to members of the new bargaining
unit at the Missouri Natural Gas Division under the new collective
bargaining agreement effective July 15, 1995 between the Missouri Natural
Gas Division and the Oil, Chemical and Atomic Workers Union, Local Union No.
5-884; and (2) execute any and all documents effectuating, implementing
and/or evidencing any and all such plan amendments; do hereby amend the
Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan as
set forth in the attached exhibit, such amendments to be effectuated and
evidenced by our signatures on said amendments.
60<PAGE>
<PAGE>
AMENDMENTS TO THE MISSOURI NATURAL GAS
DIVISION OF LACLEDE GAS COMPANY DUAL
SAVINGS PLAN
--------------------------------------
1. The first paragraph of Section I(o) is hereby amended, effective July
15, 1995, to read as follows:
""Employee" means any employee of the Missouri Natural Gas Division of
the Company who is covered under a collective bargaining agreement
between the Missouri Natural Gas Division of Laclede Gas Company and
the Oil, Chemical and Atomic Workers International Union, Local Union
No. 5-884."
2. A new unnumbered paragraph is hereby added at the end of subsection (i)
of Section VIII, effective July 15, 1995, to read as follows:
"If an employee of the Missouri Natural Gas Division of Laclede Gas
Company participating in the Missouri Natural Gas Division of Laclede
Gas Company Savings Plan ("MoNat Savings Plan") and/or the Laclede Gas
Company Salary Deferral Savings Plan ("Salary Deferral Plan") becomes
covered under a collective bargaining agreement between the Missouri
Natural Gas Division of Laclede Gas Company and the Oil, Chemical and
Atomic Workers International Union, Local Union No. 5-884, such
employee shall have his Participant Deposit and Company Contribution
Accounts transferred from the MoNat Savings Plan into the Post-Tax
Deposit and Post-Tax Match Accounts, respectively, in this Plan and
shall have his Salary Deferral Contributions and Matching
Contributions, including any unpaid loan balances, in the Salary
Deferral Plan transferred into the Pre-Tax Deposit Account and Pre-Tax
Match Account, respectively, in this Plan. Upon such transfer into
this Plan, such Participant's Account shall be allocated among the
investment funds in the same respective manner in which they were
allocated in the MoNat Savings Plan and the Salary Deferral Plan. The
Participant shall be vested in his Accounts in this Plan in the same
amounts and in the same manner as if his funds had been
on deposit in the MoNat Savings Plan and the Salary Deferral Plan from
the original date of contribution. The Participant shall be permitted
to designate his Participant Matchable Deposits and Non-Matchable
Deposits at the time of the transfer; however, any other changes in
elections shall be subject to the provisions of this Plan."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
61
Exhibit 10.03g
Date: September 11, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and Gerald T. McNeive, Jr. (as Senior Vice
President - Finance of Laclede Gas Company), pursuant to resolutions adopted
by the Board of Directors on August 28, 1986, which resolutions, among other
things, granted to any two executive officers who hold one of the following
offices: Chairman of the Board; President; Executive Vice President; or
Senior Vice President; the authority to amend any or all of the benefit
plans and/or related trust agreements of the Company (collectively the
"Plans") to the extent such amendments deal with changes necessary or
appropriate: (1) to comply with, or obtain the benefit of, applicable laws
and/or regulations, as amended from time to time; (2) to reflect minor or
routine administrative factors; (3) to clarify the meaning of any of the
provisions of the Plans; and/or (4) to evidence changes in then existing
Plans to reflect the interrelationship thereof with newly adopted Plans or
amendments to Plans, which newly adopted Plans or amendments affect the
terms of such other then existing Plans; do hereby amend the Employees'
Retirement Plan of Laclede Gas Company - Management Employees as set forth
in the attached exhibit, such amendment to be effectuated and evidenced by
our signatures on said exhibit.
62<PAGE>
<PAGE>
AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN
OF LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
---------------------------------------------
1. The last sentence of the first paragraph of Section 1.1.10. is hereby
replaced in its entirety, effective October 1, 1994, with the following:
"Beginning October 1, 1989 and before October 1, 1994, Normal
Compensation is limited to $200,000 per Plan Year, which amount is
subject to annual adjustment by the U. S. Treasury Department.
Effective October 1, 1994, Normal Compensation is limited to $150,000
per Plan Year, which amount is subject to annual adjustment by the U. S.
Treasury Department."
2. Section 3.4 is hereby replaced in its entirety, effective October 1,
1994, with the following:
"Section 3.4 - Accrued Benefit
-----------------------------
An Employee, other than an Employee whose Normal Compensation is reduced
by reason of Section 1.1.10., shall have a monthly Accrued Benefit,
which includes without limitation the monthly amount, if any, to which
the Employee is entitled under the Insured Plan, as of any date,
computed as the product of A. multiplied by the sum of B. and C.:
A. The number of Management Plan Years of Credited Service
(including fractions of a year) for which the Employee has
credit.
B. 1.70% times the Employee's Average Final Compensation.
C. 0.30% times the excess, if any, of (1) over (2):
(1) the Employee's Average Final Compensation; and
(2) the Employee's Covered Compensation.
An Employee whose Normal Compensation is reduced by reason of Section
1.1.10. shall have a monthly Accrued Benefit, including the monthly
amount, if any, to which the Employee is entitled under the Insured
Plan, which monthly Accrued Benefit will be the greater of the Accrued
Benefit as calculated under A. or B. below:
A. The Employee's Accrued Benefit as calculated above in this
section, except that Normal Compensation for all periods prior
to October 1, 1994 shall be limited to $150,000, or
63 <PAGE>
<PAGE>
B. The sum of:
(1) The Employee's Accrued Benefit, as calculated under the
first paragraph of this Section 3.4, as of September 30,
1994 (the "Fresh Start Date"), frozen in accordance with
regulation Section 1.401(a)(4)-13 of the Code, and
(2) The Employee's Accrued Benefit computed, with Normal
Compensation limited to $150,000, as adjusted, as the
product of (i) multiplied by the sum of (ii) and (iii):
(i) The number of Management Plan Years of Credited
Service after the Fresh Start Date for which the
Employee has credit.
(ii) 1.70% times the Employee's Average Final
Compensation.
(iii) 0.30% times the excess, if any, of the Employee's
Average Final Compensation over the Employee's
Covered Compensation.
The Accrued Benefit of an Employee who has received minimum required
distributions pursuant to Section 15.5 of the Plan shall be reduced, but
not below zero, by the Actuarial Equivalent of all the paid minimum
required distributions."
3. Section 14.7 is hereby replaced in its entirety, effective October 1,
1994, with the following:
"Section 14.7 - Restrictions on Highest Paid
-------------------------------------------
A. Restricted Employees are those Employees or former Employees who are
or were covered by the Plan and who constitute the top twenty-five
(25) highest paid employees of the Company. The top twenty-five
(25) employees will be determined based on compensation of all
employees during the life of the Company, which compensation is
defined by Internal Revenue Service Regulation Section 1.414(s)-
1(c).
B. The payment of benefits to or on behalf of a Restricted Employee
shall not exceed an amount (the "Nonrestricted Amount") equal to the
payments that would be made to or on behalf of the Restricted
Employee in that year under:
(1) a straight life annuity that is the actuarial equivalent of the
accrued benefit and other benefits to which the Restricted
Employee is entitled under the Plan (other than a social
security supplement); and
(2) a social security supplement, if any, that the Restricted
Employee is entitled to receive.
2
64<PAGE>
<PAGE>
Restricted Amount means the excess of the accumulated amount of
benefits that would have been payable to or on behalf of the
Restricted Employee but for the limits set forth in the immediately
preceding unnumbered paragraph of this Section 14.7B., over the
accumulated amount of the Restricted Employee's Nonrestricted
Amount. The accumulated Restricted and Nonrestricted Amounts shall
be increased by a reasonable amount of interest from the date each
such distribution was made (or would have been made) until the date
for the determination of the Restricted Amount.
C. The restrictions on the payment of benefits to a Restricted Employee
will not apply if any one of the following conditions is satisfied.
(1) After taking into account payment to or on behalf of the
Restricted Employee of all benefits payable to or on behalf of
that Restricted Employee under the Plan, the value of Plan
assets equals or exceeds one hundred ten percent (110%) of
current liabilities, as specified in Code Section 412(l)(7).
Current liabilities will be calculated using the interest rate
to determine costs as specified in the Plan. The current
liability for each Employee with less than five Years of
Credited Service shall be adjusted (reduced) by 20% increments
for each Year of Credited Service which is less than five.
(2) The value of the benefits payable to or on behalf of the
Restricted Employee is less than one percent (1%) of the Plan's
current liabilities before the distribution is made.
(3) The value of the benefits payable to or on behalf of the
Restricted Employee does not exceed $3,500 as provided by Code
Section 411(a)(11)(A).
D. The restrictions on the payment of benefits to a Restricted Employee
will terminate upon the occurrence of one of the conditions as
provided in C. above or as then specified by the Secretary of
Treasury, and distribution, including interest as provided in B.
above, will be made as soon as administratively practicable
thereafter. In addition, distribution of the Restricted Amount will
be permitted only if the Restricted Employee agrees in writing to
repay any Restricted Amounts to the Plan as permitted by rules and
regulations promulgated by the Secretary of Treasury."
4. A new Section 1.1.40. is hereby added, effective August 5, 1993, to read
as follows:
"40. "FMLA" means the Family and Medical Leave Act of 1993, as the same
may be amended from time to time, and the regulations promulgated
thereunder."
3
65<PAGE>
<PAGE>
5. A new sentence is hereby added to the end of Section 2.1, effective
August 5, 1993, to read as follows:
"For eligibility purposes, an Employee who is absent from work due to a
leave of absence under the FMLA shall receive credit for the Hours of
Service which otherwise would have been credited to such individual but
for such absence."
6. Section 2.6 is hereby replaced in its entirety, effective August 5,
1993, with the following:
"An Employee shall incur a Break in Service for any calendar year in
which he does not have more than 500 Hours of Service; provided that for
purposes of determining whether a Break in Service has occurred, an
Employee who is absent from work due to a leave of absence under the
FMLA shall receive credit for the Hours of Service which otherwise would
have been credited to such individual but for such absence."
7. Paragraph G. of Section 3.7 is hereby replaced in its entirety,
effective October 1, 1989, with the following:
"G. Solely for the purpose of paragraph D. above, the determination of
Actuarial Equivalent value shall include an interest discount
factor of five percent (5%). Solely for the purpose of paragraph
E. above, the determination of Actuarial Equivalent value shall
include an interest discount factor of the lesser of five percent
(5%) or the amount determined in accordance with Section 1.1.15."
ROBERT C. JAUDES
---------------------------------
Title: Chairman, President and
Chief Executive Officer
GERALD T. MCNEIVE, JR.
---------------------------------
Title: Senior Vice President -
Finance
4
66
Exhibit 10.05i
Date: August 3, 1995
Robert C. Jaudes (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company) and Robert J. Carroll (as Senior Vice
President - Finance of Laclede Gas Company), pursuant to the resolutions
adopted by the Board of Directors on July 27, 1995, which resolutions, among
other things, granted to the President and any Senior Vice President of the
Company the authority to: (1) amend any or all of the benefit plans of the
Company insofar as they relate to employees of the Missouri Natural Gas
Division of the Company (the "Missouri Natural Gas Division") to reflect the
benefits to be afforded under such plans to members of the new bargaining
unit at the Missouri Natural Gas Division under the new collective
bargaining agreement effective July 15, 1995 between the Missouri Natural
Gas Division and the Oil, Chemical and Atomic Workers Union, Local Union No.
5-884; and (2) execute any and all documents effectuating, implementing
and/or evidencing any and all such plan amendments; do hereby amend The
Laclede Gas Company Salary Deferral Savings Plan as set forth in the
attached exhibit, such amendments to be effectuated and evidenced by our
signatures on said amendments.
67<PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
-------------------------------------
1. The first unnumbered paragraph of Section 10.5 is hereby amended
effective April 15, 1989, to read as follows:
"If an Employee who participates in this Plan becomes a "Contract
Employee" (as hereinafter defined) eligible to participate in the
Laclede Gas Company Wage Deferral Savings Plan (the "Wage Deferral
Savings Plan"), such Employee's Account in this Salary Deferral Savings
Plan, including any unpaid loan balances, shall be transferred to the
Wage Deferral Savings Plan, and such Employee shall thereupon cease to
participate in this Salary Deferral Savings Plan. Such transfer shall
be effective on the first day of the calendar month following the
effective date on which such Employee becomes a Contract Employee, and
such transfer shall be subject to the terms, conditions and provisions
of the Wage Deferral Savings Plan."
2. A new unnumbered paragraph is hereby added after the first unnumbered
paragraph of Section 10.5, effective July 15, 1995, to read as follows:
"If an Employee who participates in this Plan becomes a "Contract
Employee" (as hereinafter defined) eligible to participate in the
Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan
(the "MoNat Dual Savings Plan"), such Employee's Salary Deferral and
Matching Contributions in this Salary Deferral Savings Plan, including
any unpaid loan balances, shall be transferred to the Pre-Tax Deposit
and Pre-Tax Match Accounts, respectively, of the MoNat Dual Savings
Plan, and such Employee shall thereupon cease to participate in this
Salary Deferral Savings Plan. Such transfer shall be subject to the
terms, conditions and provisions of the MoNat Dual Savings Plan, except
that the Contract Employee shall be vested in his Accounts in the MoNat
Dual Savings Plan in the same amount and in the same manner as if his
funds had been on deposit in the Salary Deferral Savings Plan from the
original date of contribution."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
68
December 22, 1994
Mr. David J. Tudor
Executive Vice President
Vesta Natural Gas Company
320 ONEOK Plaza
100 West Fifth Street
Tulsa, Oklahoma 74103
Dear David:
This letter (the "Settlement Letter") states the principles of the agreement
between Vesta Natural Gas Company ("VNG") and Laclede Gas Company
("Laclede") to resolve their respective present disputes, claims or causes
of action arising out of or related to the subject matter (the "Subject
Matter") of the November 1, 1990 Gas Purchase and Sales Agreement (the
"Agreement") by and between Laclede and ESCO Energy, Inc. (now known as
Vesta Natural Gas Company).
Effective November 1, 1990 Laclede and VNG entered into the Agreement,
pursuant to which Laclede was to purchase up to 55,000 MMBtu/day of natural
gas from VNG and VNG was to sell the same to Laclede for a term beginning
November 1, 1990 and for a primary term ending October 31, 2000. Laclede
and VNG have conducted natural gas business pursuant to the Agreement since
November 1, 1990.
The Agreement contains a section (Article VI, paragraph 3), which Laclede
and VNG have referred to as the "Pricing Cap Provision." The Pricing Cap
Provision delineates a method pursuant to which the "Contract Year" total
aggregate price paid by Laclede to VNG is limited to the cost Laclede
". . . would have incurred during the same period had all Base Volumes been
purchased from MRT under its Rate Schedule CD-1." The initials MRT refer to
Mississippi River Transmission Corporation which is an interstate pipeline
company that delivers gas to Laclede.
On November 1, 1993 MRT revised its interstate pipeline tariff pursuant to
Federal Energy Regulatory Commission Order No. 636 ("FERC Order 636"). The
revised tariff does not reflect an "MRT Rate CD-1." FERC Order 636
prohibits an interstate natural gas pipeline from establishing or charging a
rate in the nature of the MRT Rate CD-1, which was a "bundled rate."
Laclede and VNG have asserted differing opinions about the effect of FERC
Order 636 on the Pricing Cap Provision. VNG has asserted that the
prohibition of a "bundled rate" has removed the MRT Rate CD-1 and therefore
the Pricing Cap Provision no longer is applicable. Laclede has asserted
that
69<PAGE>
<PAGE>
the Pricing Cap Provision is still applicable, however that a "restructured"
Pricing Cap must be applied. Laclede and VNG also differ on their
respective obligations under the Agreement (Article VI, paragraph 6)
regarding transportation under the Agreement on and after November 1, 1996.
Throughout the course of such disputes, assertions have arisen as to other
claims or causes of action related to the Subject Matter.
In consideration of the mutual promises and other considerations stated
herein, Laclede and VNG have agreed to settle their Pricing Cap Provision
dispute and other present disputes, claims or causes of action of any kind
in any way related to the Subject Matter in accordance with the following
terms and conditions:
1. This Settlement Letter is specifically contingent upon the
"Closing" of the Missouri Pipeline Company and Missouri Gas Company
asset sale to Utilicorp United, Inc., as addressed in Missouri
Public Service Commission Case No. GM-94-252, in which Laclede is
an Intervenor (the "Closing"). In the event the Closing does not
occur on or before 5:00 P.M., C.S.T., January 31, 1995, then this
Settlement Letter shall be deemed null and void and neither VNG nor
Laclede shall be bound by the terms and conditions set forth
herein.
2. As final and total settlement of VNG's refund obligation under the
Agreement through October 31, 1994, VNG agrees to pay Laclede and
Laclede agrees to accept $2,410,000 (the "Settlement Payment").
The Settlement Payment shall be paid by wire transfer to be
received by Laclede within one business day after the date of
"Closing".
3. Effective November 1, 1994, Article VI of the Agreement shall be
revised as follows:
a) Amend paragraph 3 to limit VNG's refund obligations for the
contract years beginning November 1, 1994 and November 1, 1995 to $2.1
million and $2.0 million respectively.
b) Amend paragraph 3 to provide that the calculation and comparison of
costs required by such paragraph 3 shall be made comparing:
(i) Laclede's actual gas costs for delivery of gas from the MRT
system, calculated in accordance with the method reflected in
Amended Schedule II (which is attached and replaces Schedule II
attached to the Agreement);
with
(ii) the annual calculation of Seller's charges to Buyer
calculated in accordance with Schedule I attached to the
Agreement.
Each contract quarter, Laclede shall be required to provide VNG with
comparison of cost data and such other information as may be reasonably
necessary for VNG to ascertain the then current status of any refund
exposure. Upon reasonable notice, and no more than once a year, VNG
shall have the right to audit reasonably Laclede's records to verify
the accuracy of data supporting the comparison calculations, including,
but not limited to, gas purchase costs and MRT pipeline statements.
2
70<PAGE>
<PAGE>
Such audit right may be exercised only by VNG utilizing a third party
mutually agreeable to VNG and Laclede. Any costs related to such
audit will be borne by VNG.
c) Amend paragraph 3 to provide that refunds for contract years
beginning November 1, 1994 and November 1, 1995 shall be accomplished
by the application of an invoice credit, equal to the total refund due
for the contract year, to the invoices presented to Laclede by VNG for
October 1995 and October 1996 deliveries, respectively. Paragraph 3
shall be further amended to provide that Laclede shall have the right
to set off any such refunds against amounts due on any invoices
received by Laclede under the Agreement in the event VNG violates the
Agreement, ceases to be engaged in the natural gas marketing business,
is placed into a judicially administered receivership, files for
bankruptcy, or is determined to be bankrupt by a Court of competent
jurisdiction at any time before the invoice for October, 1996 becomes
due and payable.
d) Amend paragraph 1 to reflect Laclede's agreement to pay VNG 2.0
cents per MMBtu in addition to the charges set forth in such
paragraph. The additional fee shall become effective November 1,
1994. Such additional charges shall not be included in the
calculation and comparison of costs required by Article VI, paragraph
3, but will be included in VNG's monthly invoice to Laclede.
e) Amend paragraph 6 to provide that in the event the parties are,
for any reason whatsoever, unable to agree on price redetermination
within the period specified therein, Laclede shall have no further
purchase or transportation obligations under the Agreement on or after
November 1, 1996, and VNG shall have no further sales or
transportation obligations to Laclede under the Agreement on or after
November 1, 1996.
4. VNG commits to Laclede: (a) that VNG's firm transportation on
Missouri Pipeline Company through October 31, 1996 is to be provided
at rates no greater than those reflected in the tariffs filed with the
Missouri Public Service Commission as of November 1, 1994; and (b)
that through October 31, 1996, VNG's transportation service on
Panhandle Eastern Pipe Line Company ("PEPL") is to be provided under
PEPL's Rate Schedule EFT. During such time, Laclede's charges for
base volumes under the Agreement attributable to Panhandle services
shall not exceed $7.7 million annually, including surcharges and
exclusive of fuel. If the rates billed VNG by Panhandle result in
total charges of less than $7.7 million for base volumes, VNG will
reduce the rates billed Laclede to reflect the lower total charges, as
required by the existing Agreement.
5. Laclede agrees not to seek judicial review of the Missouri Public
Service Commission's October 12, 1994 Report and Order in Case No. GM-
94-252 if the Closing occurs as provided for in paragraph number 1
hereof and the payment of $2,410,000 is received by Laclede in
accordance with paragraph 2 hereof. Until such time as the Closing
occurs and the Settlement Payment has been received by Laclede,
Laclede may proceed with such filings and/or procedural actions,
including administrative rehearing and judicial review, as are
necessary to protect its previously asserted legal positions. In the
event such
3
71 <PAGE>
<PAGE>
filings are made, Laclede agrees to withdraw the same and to seek
termination of the proceedings upon receipt of the Settlement
Payment.
6. This Settlement Letter is a compromise and settlement of all
present disputes, claims or causes of action between VNG and Laclede
related to the entire Subject Matter. It is not intended to be, nor
shall it be construed as, an admission on the part of either party
that its respective interpretations were or are incorrect, or
otherwise an admission of liability regarding any dispute, claim or
cause of action between them related to the Subject Matter.
7. The Agreement shall be amended as specifically set forth in this
Settlement Letter. All other provisions of the Agreement shall remain
in full force and effect.
8. Laclede, VNG, and their respective successors and assigns, shall
be bound by this letter unless and until it is expressly superseded by
a more formal amendment to the Agreement, and any provisions of this
Settlement Letter not expressly superseded by such formal amendment to
the Agreement shall survive.
Please indicate VNG's agreement with the above by signing this letter on the
line below.
VESTA NATURAL GAS COMPANY LACLEDE GAS COMPANY
By: DAVID J. TUDOR By: KENNETH J. NEISES
----------------------------- ---------------------------
David J. Tudor Kenneth J. Neises
Executive Vice President Senior Vice President
Federal Regulatory Affairs
4
72
Exhibit 10.19e
September 1, 1995
Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: Mr. Robert Gillham
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63166-0236
Attention: Mr. Thomas Guyton
Mercantile Bank of St. Louis National Association
Eighth & Locust, 12th Floor
P.O. Box 524
St. Louis, Missouri 63101
Attention: Mr. John A. Holland
Ladies and Gentlemen:
Re: Amendment and Further Extension of line of credit
agreement dated October 18, 1993, as amended and
extended by letter of Amendment and Extension dated April
18, 1994, and further amended and extended by letters of
Amendment and Further Extension dated August 18, 1994,
October 18, 1994 and March 1, 1995 and further amended by
letter dated May 23, 1995 among Laclede Gas Company
("Laclede"), Chemical Bank ("Chemical"), The Boatmen's
National Bank of St. Louis ("Boatmen's") and Mercantile
Bank of St. Louis National Association ("Mercantile")
(said banks being hereinafter collectively called the
"Banks" and said line of credit agreement, as thus
amended and extended, being hereinafter called the "Line
of Credit Agreement").
This amendatory agreement will confirm our agreement to further amend
and extend the above-referenced Line of Credit Agreement from September 1,
1995 to November 1, 1995 on the same terms and conditions set forth in the
original Line of Credit Agreement as amended and extended on April 18, 1994,
August 18, 1994, October 18, 1994 and March 1, 1995 and further amended by
letter dated May 23, 1995; subject only to the modifications expressly set
forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs
shall be effective on September 1, 1995.
73 <PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
2
1. NEW MAXIMUM AMOUNTS OF ADVANCES. The combined
-------------------------------
aggregate principal amount of Advances at any time outstanding
from any Bank under the Line of Credit Agreement shall not, on
or after September 1, 1995, exceed the amount set forth opposite the
name of such Bank below (such Bank's "Maximum Amount"), and shall be
in a combined aggregate principal amount at any time outstanding which
shall not exceed $50 million:
Name of Bank Maximum Amount
------------ --------------
Chemical $25,000,000
Boatmen's $12,500,000
Mercantile $12,500,000
2. NEW TERMINATION DATE. The phrase "Termination Date"
--------------------
as defined in the Line of Credit Agreement is hereby amended
from September 1, 1995 to November 1, 1995. Accordingly, all
references in the Line of Credit Agreement to the Termination
Date shall hereafter refer to November 1, 1995.
3. NEW FORM OF NOTE. Each executed Note in the form of
----------------
Exhibit A to the Line of Credit Agreement, as previously
amended, as to which no sums are then due and payable thereunder shall
be returned to Laclede immediately for cancellation, upon the holder
Bank's receipt of an executed Note to that Bank in the form attached
as Exhibit A to this amendatory agreement.
4. ABSENCE OF MATERIAL ADVERSE CHANGE. The making of
----------------------------------
Advances under the Line of Credit Agreement as amended by this
letter agreement is also subject to the absence of any
material adverse change since June 30, 1995, in the financial
condition of Laclede.
5. INTEREST RATE ON LIBO RATE ADVANCES; FACILITY FEE RATE.
------------------------------------------------------
The interest rate on LIBO Rate Advances and the Facility Fee shall
remain as specified respectively in Paragraphs 3 and 4 of the letter
of Amendment and Extension dated August 18, 1994.
6. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT.
-----------------------------------------------------
Subject only to the amendments expressly set forth in numbered
Paragraphs 1 through 5 above, the Line of Credit Agreement is hereby
ratified, confirmed and approved in all respects.
74 <PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
3
Please indicate your acceptance of this amendment and extension by
signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the original of this letter. This letter may be
executed in counterparts, each of which shall be an original, and all of
which when taken together, shall constitute one agreement which shall amend
and extend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By: RONALD POTTER
Name: Ronald Potter
Title: Managing Director
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By:
Name:
Title:
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By:
Name:
Title:
75<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
3
Please indicate your acceptance of this amendment and extension by
signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the original of this letter. This letter may be
executed in counterparts, each of which shall be an original, and all of
which when taken together, shall constitute one agreement which shall amend
and extend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By:
Name:
Title:
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: THOMAS C. GUYTON
Name: Thomas C. Guyton
Title: Vice President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By:
Name:
Title:
76<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
3
Please indicate your acceptance of this amendment and extension by
signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the original of this letter. This letter may be
executed in counterparts, each of which shall be an original, and all of
which when taken together, shall constitute one agreement which shall amend
and extend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By:
Name:
Title:
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By:
Name:
Title:
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: JOHN HOLLAND
Name: John Holland
Title: Vice President
77<PAGE>
<PAGE>
EXHIBIT A
NOTE
$ ,000,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
(the "Bank"), at the office of the Bank at
: (a) on the last day of each Interest
Period, as defined in the letter agreement dated as of October 18, 1993, as
amended by amendatory agreements dated April 18, 1994, August 18, 1994,
October 18, 1994, March 1, 1995 and May 23, 1995, and as further amended by
an amendatory agreement dated September 1, 1995 (said letter agreement, as
thus amended, being hereinafter called the "Line Letter"), between the
Company, the Bank and certain other banks, the aggregate unpaid principal
amount of each Advance (as defined in the Line Letter) made by the Bank to
which such Interest Period relates; and (b) on November 1, 1995, the lesser
of $ and the aggregate principal amount of all Advances made by
the Bank under the Line Letter and remaining unpaid; in each case in lawful
money of the United States of America in immediately available funds. The
undersigned promises to pay interest on the unpaid principal amount of each
Advance at the rates and payable on the dates provided for in the Line
Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P. Treas. & Asst. Secy.
78<PAGE>
<PAGE>
NOTE
$25,000,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of CHEMICAL
BANK (the "Bank"), at the office of the Bank at 270 Park Avenue, 8th Floor,
New York, New York 10017: (a) on the last day of each Interest Period, as
defined in the letter agreement dated as of October 18, 1993, as amended by
amendatory agreements dated April 18, 1994, August 18, 1994, October 18,
1994, March 1, 1995 and May 23, 1995, and as further amended by an
amendatory agreement dated September 1, 1995 (said letter agreement, as thus
amended, being hereinafter called the "Line Letter"), between the Company,
the Bank and certain other banks, the aggregate unpaid principal amount of
each Advance (as defined in the Line Letter) made by the Bank to which such
Interest Period relates; and (b) on November 1, 1995, the lesser of
$25,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line Letter and remaining unpaid; in each case in lawful
money of the United States of America in immediately available funds. The
undersigned promises to pay interest on the unpaid principal amount of each
Advance at the rates and payable on the dates provided for in the Line
Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
79<PAGE>
<PAGE>
Loans By and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Payments Name of
-------- Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- ----------------------------------------------------------------------------
80<PAGE>
<PAGE>
CHEMICAL BANK
September 1, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Vernon O. Steinberg, V.P.-Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
October 18, 1993 as amended by amendatory agreements dated April 18, 1994,
August 18, 1994, October 18, 1994, March 1, 1995 and May 23, 1995, and as
further amended by an amendatory agreement dated the date hereof (said
letter agreement, as thus amended, being hereinafter called the "Letter
Agreement") among Chemical Bank ("Chemical"), certain other banks and
Laclede Gas Company ("Laclede") providing for advances by Chemical to
Laclede in an aggregate principal amount at any time outstanding not to
exceed $25,000,000. Chemical confirms that nothing in the Letter Agreement
is intended to alter the arrangements set forth in the letter of Chemical to
Laclede dated January 18, 1995, or the availability of up to $10,000,000 of
advances thereunder on the terms set forth therein.
Very truly yours,
CHEMICAL BANK,
By: RONALD POTTER
Name: Ronald Potter
Title: Managing Director
81<PAGE>
<PAGE>
NOTE
$12,500,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS (the "Bank"), at the office of the Bank
at One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63166-0236:
(a) on the last day of each Interest Period, as defined in the letter
agreement dated as of October 18, 1993, as amended by amendatory agreements
dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995 and
May 23, 1995, and as further amended by an amendatory agreement dated
September 1, 1995 (said letter agreement, as thus amended, being hereinafter
called the "Line Letter"), between the Company, the Bank and certain other
banks, the aggregate unpaid principal amount of each Advance (as defined in
the Line Letter) made by the Bank to which such Interest Period relates; and
(b) on November 1, 1995, the lesser of $12,500,000 and the aggregate
principal amount of all Advances made by the Bank under the Line Letter and
remaining unpaid; in each case in lawful money of the United States of
America in immediately available funds. The undersigned promises to pay
interest on the unpaid principal amount of each Advance at the rates and
payable on the dates provided for in the Line Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
82<PAGE>
<PAGE>
Loans By and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Payments Name of
-------- Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- ----------------------------------------------------------------------------
83<PAGE>
<PAGE>
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
September 1, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Vernon O. Steinberg, V.P.-Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
October 18, 1993 as amended by amendatory agreements dated April 18, 1994,
August 18, 1994, October 18, 1994, March 1, 1995 and May 23, 1995, and as
further amended by an amendatory agreement dated the date hereof (said
letter agreement, as thus amended, being hereinafter called the "Letter
Agreement") among The Boatmen's National Bank of St. Louis ("Boatmen's"),
certain other banks and Laclede Gas Company ("Laclede") providing for
advances by Boatmen's to Laclede in an aggregate principal amount at any
time outstanding not to exceed $12,500,000. Boatmen's confirms that nothing
in the Letter Agreement is intended to alter the arrangements set forth in
the letter of Laclede to Boatmen's dated January 18, 1995, or the
availability of up to $10,000,000 of advances thereunder on the terms set
forth therein.
Very truly yours,
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS,
By: THOMAS C. GUYTON
Name: Thomas C. Guyton
Title: Vice President
84<PAGE>
<PAGE>
NOTE
$12,500,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION (the "Bank"), at the
office of the Bank at Eighth & Locust, 12th Floor, St. Louis, Missouri
63101: (a) on the last day of each Interest Period, as defined in the letter
agreement dated as of October 18, 1993, as amended by amendatory agreements
dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995 and
May 23, 1995, and as further amended by an amendatory agreement dated
September 1, 1995 (said letter agreement, as thus amended, being hereinafter
called the "Line Letter"), between the Company, the Bank and certain other
banks, the aggregate unpaid principal amount of each Advance (as defined in
the Line Letter) made by the Bank to which such Interest Period relates; and
(b) on November 1, 1995, the lesser of $12,500,000 and the aggregate
principal amount of all Advances made by the Bank under the Line Letter and
remaining unpaid; in each case in lawful money of the United States of
America in immediately available funds. The undersigned promises to pay
interest on the unpaid principal amount of each Advance at the rates and
payable on the dates provided for in the Line Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P. Treas. & Asst. Secy.
85<PAGE>
<PAGE>
Loans By and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Payments Name of
-------- Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- ----------------------------------------------------------------------------
86<PAGE>
<PAGE>
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
September 1, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Vernon O. Steinberg, V.P.-Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
October 18, 1993 as amended by amendatory agreements dated April 18, 1994,
August 18, 1994, October 18, 1994, March 1, 1995 and May 23, 1995, and as
further amended by an amendatory agreement dated the date hereof (said
letter agreement, as thus amended, being hereinafter called the "Letter
Agreement") among Mercantile Bank of St. Louis National Association
("Mercantile"), certain other banks and Laclede Gas Company ("Laclede")
providing for advances by Mercantile to Laclede in an aggregate principal
amount at any time outstanding not to exceed $12,500,000. Mercantile
confirms that nothing in the Letter Agreement is intended to alter the
arrangements set forth in the letter of Mercantile to Laclede dated January
18, 1995, or the availability of up to $10,000,000 of advances thereunder on
the terms set forth therein.
Very truly yours,
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By: JOHN HOLLAND
Name: John Holland
Title: Vice President
87
<TABLE>
Exhibit 12
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
-------------------------------------------------------------
<CAPTION>
Fiscal Year Ended September 30,
----------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Income before interest
charges and the cumulative
effect of change in
accounting $39,428 $38,611 $41,380 $33,888 $34,616
Add: Taxes based on
utility income 9,878 12,517 14,997 8,272 10,795
Taxes based on
miscellaneous income 252 121 1,068 172 281
One third of applicable
rentals charged to
operating expense
(which approximates the
interest factor) 288 287 284 279 269
-------------------------------------------
Total Earnings $49,846 $51,536 $57,729 $42,611 $45,961
===========================================
Interest on long-term debt $12,544 $12,626 $14,415 $13,803 $13,062
Other interest 5,983 3,768 1,798 1,811 1,524
One-third of applicable rentals
charged to operating expense
(which approximates the
interest factor) 288 287 284 279 269
-------------------------------------------
Total Fixed Charges $18,815 $16,681 $16,497 $15,893 $14,855
===========================================
Ratio of Earnings to
Fixed Charges 2.65 3.09 3.50 2.68 3.09
</TABLE>
88
Exhibit 21
LACLEDE GAS COMPANY AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
PERCENT OF
VOTING STOCK
OWNED
------------
Subsidiaries of Laclede Gas Company (Parent)
Laclede Pipeline Company 100%
Laclede Investment Corporation* 100%
Laclede Development Company** 100%
*Subsidiary Company of Laclede Investment Corporation
Laclede Energy Resources, Inc. 100%
Subsidiary Company of Laclede Energy Resources, Inc. 100%
Laclede Gas Family Services, Inc.
***Subsidiary Company of Laclede Development Company
Laclede Venture Corp. 100%
All of the above corporations have been organized under the laws of the
State of Missouri.
89
Exhibit 23
DELOITTE & TOUCHE LLP
One City Centre
St. Louis, MO 63101
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-60996 and 33-52357 of Laclede Gas Company and its subsidiary companies on
Form S-3 and in Registration Statement Nos. 33-38413, 33-57573 and 33-64933
of Laclede Gas Company and its subsidiary companies on Form S-8 of our
report (which report expresses an unqualified opinion and includes an
explanatory paragraph referring to the changes in methods of accounting for
income taxes and postretirement benefits other than pensions effective
October 1, 1993) dated November 16, 1995 (except for the matter described in
Note 5 as to which the date is November 21, 1995), appearing in this Annual
Report on Form 10-K of Laclede Gas Company and its subsidiary companies for
the year ended September 30, 1995.
Deloitte & Touche LLP
December 26, 1995
90
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 434,336
<OTHER-PROPERTY-AND-INVEST> 22,744
<TOTAL-CURRENT-ASSETS> 107,785
<TOTAL-DEFERRED-CHARGES> 71,829
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 636,694
<COMMON> 19,285
<CAPITAL-SURPLUS-PAID-IN> 34,384
<RETAINED-EARNINGS> 173,584
<TOTAL-COMMON-STOCKHOLDERS-EQ> 227,253
1,960
0
<LONG-TERM-DEBT-NET> 154,279
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 59,500
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 193,702
<TOT-CAPITALIZATION-AND-LIAB> 636,694
<GROSS-OPERATING-REVENUE> 431,917
<INCOME-TAX-EXPENSE> 9,878
<OTHER-OPERATING-EXPENSES> 80,573
<TOTAL-OPERATING-EXPENSES> 393,587
<OPERATING-INCOME-LOSS> 38,330
<OTHER-INCOME-NET> 1,098
<INCOME-BEFORE-INTEREST-EXPEN> 39,428
<TOTAL-INTEREST-EXPENSE> 18,527
<NET-INCOME> 20,901
97
<EARNINGS-AVAILABLE-FOR-COMM> 20,804
<COMMON-STOCK-DIVIDENDS> 20,538
<TOTAL-INTEREST-ON-BONDS> 12,544
<CASH-FLOW-OPERATIONS> 28,206
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.27
<FN>
Capital surplus, paid in includes $(24,017) treasury stock.
91
</TABLE>
