As Filed With The Securities and Exchange Commission On February 2, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
(Exact Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices)
MISSOURI 43-0368139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE LACLEDE GAS COMPANY WAGE DEFERRAL SAVINGS PLAN
(Full title of the plan)
ROBERT J. CARROLL
SENIOR VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER
Laclede Gas Company
720 Olive Street St. Louis, Missouri 63101
314-342-0500
(Name, address and telephone number of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Secu- offering aggregate Amount
rities to be Amount to be price offering of Regis-
Registered registered per Share(1) price(1) tration fee
Common Stock 2,000,000 shs. $18.56 $37,120,000 $12,799
$1 per share par
value
Common Stock 2,000,000 Rights(2)
Purchase Rights
- -------------------------------------------------------------------------------
(1) The prices stated are estimated solely for the purpose of calculating the
registration fee and are based on the average of the high and low market prices
as reported on the composite tape of the New York Stock Exchange listed issues
on January 27, 1995.
(2) These Rights currently are attached to, and trade with, the shares of
Common Stock.
In addition pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
1 <PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registration statement number 33-38414
on Form S-8 as filed with the Securities and Exchange
Commission on December 24, 1990, are incorporated herein by
reference.
Item 8. Exhibits
An opinion of counsel is not being filed since the
securities being registered are not original issuance
securities and the Company undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the
IRS in order to qualify the Plan.
Exhibit No. Description of Exhibits
----------- -----------------------
4.(a) Articles of Incorporation of
Laclede Gas Company, filed as
Exhibit 4(b) to the Company's
Registration Statement on Form
S-3, Registration No. 33-52357.
4.(b) Rights Agreement between Laclede
Gas Company and The Boatmen's
National Bank of St. Louis, filed
as Exhibit 1 to Form 8-A Registration
Statement dated April 7,
1986 (File No. 1-1822).
23. Independent Auditors' Consent.
24. Power of Attorney of Directors
of the Company.
2 <PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on the
30th day of January, 1995.
LACLEDE GAS COMPANY
By R. J. Carroll
------------------------------
R. J. Carroll
Senior Vice President-Finance
and Chief Financial Officer
3<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Principal Executive Officer.
R. C. Jaudes * Director, Chairman January 30, 1995
- ------------------------ of the Board,
R. C. Jaudes President and Chief
Executive Officer
Principal Financial and Accounting Officer.
R. J. Carroll Senior Vice January 30, 1995
- ------------------------ President - Finance
R. J. Carroll and Chief Financial
Officer
A. B. Craig, III * Director January 30, 1995
- ------------------------
A. B. Craig, III
H. Givens * Director January 30, 1995
- ------------------------
H. Givens
C. R. Holman * Director January 30, 1995
- ------------------------
C. R. Holman
M. A. Krey * Director January 30, 1995
- ------------------------
M. A. Krey
W. E. Nasser * Director January 30, 1995
- ------------------------
W. E. Nasser
B. F. Schenk * Director January 30, 1995
- ------------------------
B. F. Schenk
R. P. Stupp * Director January 30, 1995
- ------------------------
R. P. Stupp
H. E. Trusheim * Director January 30, 1995
- ------------------------
H. E. Trusheim
*BY R. J. Carroll January 30, 1995
- ------------------------
R. J. Carroll
Attorney-in-fact
4 <PAGE>
<PAGE>
The Plan
Pursuant to the requirements of the Securities Act of
1933, the Administrator of the Plan has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
St. Louis, State of Missouri, on the 30th day of January, 1995.
Laclede Gas Company Wage
Deferral Savings Plan
By: R. J. Carroll
------------------------------
R. J. Carroll
Administrator of the Plan and
Senior Vice President - Finance
and Chief Financial Officer
5 <PAGE>
<PAGE>
Form S-8
Exhibit Index
Exhibit No. Description
- ----------- -----------
4.(a) The Company's Articles of Incorporation, filed as
Exhibit 4(b) to the Company's Registration Statement
on Form S-3, Registration No. 33-52357;
incorporated herein by reference.
4.(b) Rights Agreement between Laclede Gas Company and
The Boatmen's National Bank of St. Louis, filed
as Exhibit 1 to Form 8-A Registration Statement
dated April 7, 1986 (File No. 1-1822); incorporated
herein by reference.
23. Independent Auditors' Consent.
24. Power of Attorney of Directors of the Company.
6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Laclede Gas Company and subsidiaries on Form S-8 of our report (which report
expresses an unqualified opinion and includes an explanatory paragraph
referring to the changes in methods of accounting for income taxes and
postretirement benefits other than pensions effective October 1, 1993) dated
November 17, 1994, appearing in the Annual Report on Form 10-K of Laclede Gas
Company and subsidiaries for the year ended September 30, 1994. We also
consent to the incorporation by reference in this Registration Statement of our
report dated January 6, 1995 appearing in the Annual Report on Form 11-K of
Laclede Gas Company Wage Deferral Savings Plan for the year ended July 31,
1994, respectively.
DELOITTE & TOUCHE LLP
February 1, 1995
POWER OF ATTORNEY
We, the undersigned Directors of Laclede Gas Company, hereby severally
constitute and appoint R. C. Jaudes, R. J. Carroll, D. L. Godiner and each of
them severally, with power of substitution, our true and lawful attorneys or
attorney, with full power to them and each of them to sign for us, and in our
names in the capacities indicated below, and to file with the Securities and
Exchange Commission, a Registration Statement on Form S-8, and any and all
amendments and post-effective amendments thereto, with all exhibits thereto
and other documents in connection therewith for the Laclede Gas Company Wage
Deferral Savings Plan.
IN WITNESS WHEREOF, we have signed this Power of Attorney in the capacities
indicated on January 26, 1995
Signature Title
--------- -----
A. B. Craig, III Director
-----------------
A. B. Craig, III
H. Givens, Jr. Director
-----------------
H. Givens, Jr.
C. R. Holman Director
-----------------
C. R. Holman
R. C. Jaudes Chairman of the Board, President
----------------- and Chief Executive Officer
R. C. Jaudes
M. A. Krey Director
-----------------
M. A. Krey
W. E. Nasser Director
-----------------
W. E. Nasser
B. F. Schenk Director
-----------------
B. F. Schenk
R. P. Stupp Director
-----------------
R. P. Stupp
H. E. Trusheim Director
-----------------
H. E Trusheim
