UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended June 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
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes (X)
No ( )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
17,419,627 shares, Common Stock, par value $1 per share at 8/11/95.
Page 1 <PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
PART I
FINANCIAL INFORMATION
The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's Form 10-K for the year ended September 30, 1994.
Page 2<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(In Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Utility Operating Revenues $67,598 $74,644 $381,428 $474,924
----------------- ------------------
Utility Operating Expenses:
Natural and propane gas 28,487 37,546 203,873 290,822
Other operation expenses 19,156 20,416 60,971 64,965
Maintenance 4,267 4,177 13,369 13,565
Depreciation and amortization 5,954 4,778 17,679 14,367
Taxes, other than income taxes 9,391 8,637 33,988 36,269
Income taxes (Note 3) (1,811) (2,196) 12,943 15,826
----------------- ------------------
Total Utility Operating Expenses 65,444 73,358 342,823 435,814
----------------- ------------------
Utility Operating Income 2,154 1,286 38,605 39,110
Miscellaneous Income and Income
Deductions - Net (less
applicable income taxes) (Note 3) 163 (3) 944 769
----------------- -----------------
Income Before Interest Charges 2,317 1,283 39,549 39,879
----------------- -----------------
Interest Charges:
Interest on long-term debt 3,136 3,136 9,408 9,490
Other interest charges 1,152 885 4,833 2,562
----------------- ------------------
Total Interest Charges 4,288 4,021 14,241 12,052
----------------- ------------------
Net Income (1,971) (2,738) 25,308 27,827
Dividends on Preferred Stock 24 24 73 73
----------------- ------------------
Earnings Applicable to Common Stock $(1,995) $(2,762) $ 25,235 $ 27,754
================= ==================
Average Number of Common
Shares Outstanding 16,487 15,631 15,982 15,601
Earnings Per Share of Common Stock $(.12) $(.18) $1.58 $1.78
Dividends Declared Per Share
of Common Stock $.31 $.305 $.93 $.915
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Jun. 30 Sept. 30
1995 1994
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $737,740 $709,563
Less: Accumulated depreciation and amortization 309,539 297,886
--------------------
Net Utility Plant 428,201 411,677
--------------------
Other Property and Investments 22,898 22,956
--------------------
Current Assets:
Cash and cash equivalents 1,975 1,588
Accounts receivable - net 34,821 39,099
Materials, supplies, and merchandise at avg cost 5,618 5,059
Natural gas stored underground for current use
at LIFO cost 19,582 48,333
Propane gas for current use at FIFO cost 13,567 13,582
Prepayments 1,778 1,853
Unamortized purchased gas adjustments 378 1,998
Deferred income taxes 4,057 3,717
Delayed customer billings 148 -
--------------------
Total Current Assets 81,924 115,229
--------------------
Deferred Charges 69,703 58,433
--------------------
Total Assets $602,726 $608,295
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS (Continued)
<CAPTION>
Jun. 30 Sept. 30
1995 1994
---- ----
(Thousands of Dollars)
(UNAUDITED)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock (19,238,282 shares issued) $ 19,238 $ 17,536
Paid-in capital 57,641 28,102
Retained earnings 183,422 173,318
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
-------------------
Total common stock equity 236,284 194,939
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 154,262 154,211
-------------------
Total Capitalization 392,506 351,110
-------------------
Current Liabilities:
Notes payable 25,500 53,500
Accounts payable 19,826 20,124
Refunds due customers 5,565 29,782
Advance customer billings - 7,062
Taxes accrued 15,986 9,855
Other 19,351 23,868
-------------------
Total Current Liabilities 86,228 144,191
-------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 80,888 76,662
Unamortized investment tax credits 8,105 8,329
Other 34,999 28,003
-------------------
Total Deferred Credits and Other Liabilities 123,992 112,994
-------------------
Total Capitalization and Liabilities $602,726 $608,295
===================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 5 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Months Ended
June 30,
1995 1994
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 25,308 $ 27,827
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 17,719 14,413
Deferred income taxes and investment tax credits 1,778 (3,098)
Other - net 434 428
Changes in assets and liabilities:
Accounts receivable - net 4,278 (8,790)
Unamortized purchased gas adjustments 1,620 5,643
Deferred purchased gas costs 2,062 9,718
Delayed customer billings - net (7,210) (15,598)
Accounts payable (298) 5,544
Refunds due customers (24,217) 14,801
Taxes accrued 6,131 9,023
Natural gas stored underground 28,751 (8,481)
Other assets and liabilities (10,425) 279
-------------------
Net cash provided by operating activities $ 45,931 $ 51,709
-------------------
Investing Activities:
Construction expenditures $(33,783) $(28,246)
Investments - non-utility (241) (322)
Other (156) (380)
-------------------
Net cash used in investing activities $(34,180) $(28,948)
-------------------
Financing Activities:
Issuance (repayment) of short-term debt $(28,000) $ 3,100
Issuance of common stock 31,241 1,121
Dividends paid (14,605) (14,335)
Retirement of first mortgage bonds - (11,991)
Other - (107)
-------------------
Net cash used in financing activities $(11,364) $(22,212)
-------------------
Net Increase in Cash and Cash Equivalents $ 387 $ 549
Cash and Cash Equivalents at Beginning of Period 1,588 1,706
-------------------
Cash and Cash Equivalents at End of Period $ 1,975 $ 2,255
===================
Supplemental Disclosure of Cash Paid
During the Period for:
Interest $ 16,755 $ 14,715
Income taxes 4,760 8,070
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 6<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, this interim report includes all
adjustments (consisting only of normal recurring accruals) necessary
for the fair presentation of the results of the periods covered.
2. The registrant is a natural gas distribution utility having a material
seasonal cycle; therefore, this interim statement of consolidated
income is not necessarily indicative of annual results nor
representative of the succeeding quarter of the fiscal year.
3. Income Taxes
Net provisions for income taxes were charged (credited) as follows
during the periods set forth below:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
------------------ -----------------
1995 1994 1995 1994
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Utility Operations
Current:
Federal $(6,880) $(5,783) $ 9,554 $16,252
State and local (1,170) (983) 1,605 2,733
Deferred:
Federal 5,301 3,875 1,492 (2,815)
State and local 938 695 292 (344)
------------------ -----------------
Subtotal $(1,811) $(2,196) $12,943 $15,826
------------------ -----------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ (91) $ (144) $ 254 $ 64
State and local (1) (14) 31 (29)
Deferred:
Federal (2) (3) (5) 56
State and local - (1) (1) 5
------------------ -----------------
Subtotal $ (94) $ (162) $ 279 $ 96
------------------ -----------------
Total $(1,905) $(2,358) $13,222 $15,922
================== =================
</TABLE>
Page 7<PAGE>
<PAGE>
4. The settlement of the Company's Rate Case No. GR-94-220, approved by
the Missouri Public Service Commission (MoPSC), primarily authorized
higher general rates, increased depreciation rates and revisions in the
regulatory treatment of certain pension costs. The general rate
increase was designed to increase revenues by $12.2 million annually.
Annual depreciation in 1995, including a net increase in depreciation
rates, is estimated to average 3.3% of the original cost of depreciable
property. Pension credits, including the establishment of a regulatory
asset, have been recorded to reflect pension costs consistent with the
regulatory accounting treatment ordered by the MoPSC.
5. Regulatory Operations
The Company accounts for its regulated operations in accordance with
Statement of Financial Accounting Standards No. 71 (SFAS 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 as
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). The regulatory assets
and regulatory liabilities in the Consolidated Balance Sheets are as
follows:
<TABLE>
<CAPTION>
June 30 September 30
1995 1994
-------- ------------
(Thousands of Dollars)
<S> <C> <C>
Regulatory Assets:
Amounts due from customers for
future income taxes $32,615 $31,009
Pension costs 3,339 -
Unamortized loss on reacquired debt 1,509 1,703
Unamortized purchased gas adjustments 378 1,988
Other 359 435
------- -------
Total Regulatory Assets $38,200 $35,135
======= =======
Regulatory Liabilities:
Unamortized investment tax credits $ 8,105 $ 8,329
Amounts due to customers for
future income taxes 113 391
Purchased gas costs 2,726 664
Other 678 3
------- -------
Total Regulatory Liabilities $11,622 $ 9,387
======= =======
</TABLE>
Page 8 <PAGE>
<PAGE>
The inventory of gas stored underground is priced on a last-in, first-
out (LIFO) basis. The replacement cost of gas stored underground for
current use at June 30, 1995 was less than the LIFO cost by
$1,520,800. 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.
6. Leases
The lease agreement covering the Company's general office space extends
through February 2000. The aggregate rental expense for fiscal years
1994, 1993 and 1992 was $770,000, $760,000, and $750,000, respectively.
Annual minimum rental payments for fiscal years 1995-1999 are $770,000
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.
7. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements in the Company's 1994 Form 10-K.
Page 9<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the quarter ended June 30, 1995, the Company incurred a loss of $.12
per share compared with a loss of $.18 per share for the same quarter last
year. The weather for the quarter was slightly colder than the quarter
ended June 30, 1994 but 4% warmer than normal. The improvement in
earnings, as compared with the same period last year, was primarily
attributable to general rate relief (Case No. GR-94-220 placed in effect on
September 1, 1994) and lower pension expense. These benefits were largely
offset by higher depreciation rates (as authorized in GR-94-220) and other
increases in operating costs.
Utility operating revenues for the third quarter of fiscal year 1995 were
$67.6 million compared with $74.6 million for the same quarter last year.
The $7.0 million, or 9.4%, decrease is principally due to lower wholesale
gas costs of $9.5 million (which are passed on to Laclede's customers under
the Company's Purchased Gas Adjustment Clause) and other minor variations
amounting to $.1 million. These decreases were partially offset by the
benefit of the aforementioned rate relief of $2.6 million. Therms sold and
transported decreased by .2 million therms, or .2%, below the quarter ended
June 30, 1994.
Utility operating expenses for the quarter ended June 30, 1995 decreased by
$7.9 million, or 10.8%, below the same quarter last year. Natural and
propane gas expense this quarter decreased $9.1 million, or 24.1%, from
last year mainly due to lower rates charged by our suppliers. Other
operation and maintenance expenses decreased by $1.2 million, or 4.8%, due
to decreased pension expense reflecting the recognition of gains on
significant lump-sum settlements (no such gains were recognized last year).
This decrease was partially offset by a higher provision for uncollectible
accounts, increased group insurance charges, and higher wage rates (3.5%).
Depreciation and amortization expense increased 24.6% principally due to
higher depreciation rates. Taxes, other than income taxes, increased 8.7%
primarily due to higher real estate and personal property taxes. The $.4
million increase in income taxes is due to lower taxable loss.
Interest expense increased 6.6% due to higher short-term interest expense
reflecting higher borrowings and increased rates.
Earnings for the nine months ended June 30, 1995 were $1.58 per share
compared with earnings of $1.78 per share for the same period last year.
The weather for the nine-month period this year was 15% warmer than last
year and 16% warmer than normal. The weather for the past 1994-95 heating
season was the fourth warmest this century. Earnings were adversely
impacted by the extremely warm temperatures experienced in the Company's
service area. Earnings also decreased due to the higher depreciation
rates, higher interest charges, and increased operating costs. These
factors were partially offset by the aforementioned rate relief, the
benefit of lower pension expense, and the Company's on-going cost reduction
efforts.
Page 10<PAGE>
<PAGE>
Utility operating revenues for the first nine months of fiscal year 1995
decreased by $93.5 million, or 19.7%, below the corresponding period of
fiscal year 1994. This decrease is principally due to lower wholesale gas
costs of $55.7 million and lower therm sales (arising from the warmer
weather) and other minor variations of $47.3 million. These decreases were
partially offset by the benefit of higher rate levels amounting to $9.5
million. Therms sold and transported decreased by 92.6 million, or 9.6%,
below the level during the nine months ended June 30, 1994.
Utility operating expenses for the nine months ended June 30, 1995
decreased $93.0 million, or 21.3%, below last year. Natural and propane
gas expense during the first nine months of fiscal 1995 decreased $86.9
million, or 29.9%, below the same period a year ago. This decrease is
mainly due to lower rates charged by our suppliers and decreased volumes
purchased for sendout resulting from the warmer weather. The $4.2 million,
or 5.3%, decrease in other operation and maintenance expenses is primarily
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 (3.5%), and increased group insurance charges. Depreciation and
amortization expense increased 23.1% primarily due to increased
depreciation rates and, to a lesser extent, to additional depreciable
property. Taxes, other than income taxes, decreased 6.3% principally due
to lower gross receipts taxes (reflecting decreased revenues), partially
offset by higher real estate and personal property taxes. The $2.9 million
decrease in income taxes is mainly due to lower taxable income.
The 18.2% increase in interest expense is primarily due to higher short-
term interest expense reflecting higher borrowings and increased rates.
LIQUIDITY AND CAPITAL RESOURCES
The Company's short-term borrowing requirements typically peak during
colder months, principally because of required payments for natural gas
made in advance of the receipt of cash from our customers for the sale of
that gas. Such short-term borrowing 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 1,
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, the Company replaced the expiring
supplemental line on March 1, 1995 with a reduced supplemental line in the
amount of $50 million. This supplemental line of credit was further
reduced to a $25 million supplemental line of credit, which extends 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 $28.5 million in net proceeds from a common
stock offering (discussed below). During the first nine months of fiscal
Page 11<PAGE>
<PAGE>
1995, the Company sold commercial paper aggregating to a maximum of $103.0
million (in January 1995), but did not borrow from the banks under the
aforementioned agreements. Short-term borrowings amounted to $25.5 million
at June 30, 1995.
After receiving requisite regulatory approvals, and as noted in the
Company's Form 8-K filed on May 24, 1995, 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.
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. The amount and timing
of any issuance will be subject to management's evaluation of need,
financial market conditions, and other factors.
Construction expenditures for the nine months ended June 30, 1995 were
$33.8 million compared with $28.2 million for the same period last year.
Construction expenditures for fiscal year 1995 are estimated to be
approximately $47 million.
Capitalization at June 30, 1995 increased $41.4 million since September 30,
1994 and consisted of 60.2% common stock equity, .5% preferred stock equity
and 39.3% long-term debt.
Page 12<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 13<PAGE>
<PAGE>
Item 1. Legal Proceedings.
During the quarter ended June 30, 1995, there were no new legal proceedings
required to be disclosed.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) Reports on Form 8-K
The Company filed a Form 8-K Report during the quarter ended
June 30, 1995.
Item Reported:
Pursuant to an Underwriting Agreement, dated May 15, 1995 (the
"Underwriting Agreement"), Laclede Gas Company (the
"Registrant"), on May 22, 1995, sold to the Underwriters named on
Schedule I of the Underwriting Agreement 1,550,000 shares of its
common stock par value $1.00 per share (the "Shares"). The
registration statement on Form S-3 with respect to the Shares of
the Registrant (File No. 33-58757), was filed by the Registrant
on April 21, 1995 and declared effective by the SEC on May 15,
1995. A copy of the Underwriting Agreement was attached as an
exhibit to the Form 8-K report.
Financial Statements Filed: None.
Date of Report
(Date of Earliest
Event Reported): May 15, 1995.
Date Report Filed: May 24, 1995.
Page 14<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LACLEDE GAS COMPANY
Date: August 11, 1995 R. J. CARROLL
-------------------
R. J. Carroll
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 15 <PAGE>
<PAGE>
Index to Exhibits
Exhibit No. Exhibit Page
---------- ------- ----
4.1 Amendment to the Laclede Gas Company
Wage Deferral Savings Plan dated
June 26, 1995. 17
4.2 Amendment 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. 19
4.3 Amendment to the Missouri Natural Gas
Division of Laclede Gas Company Dual
Savings Plan dated June 26, 1995. 20
10.1 Amendment to the Laclede Gas Company
Salary Deferral Savings Plan dated June 26,
1995. 22
10.2 May 23, 1995 Further Amendment to the Line
of Credit Agreement dated October 18, 1993,
as amended and extended from time to time,
among Laclede Gas Company, Chemical Bank,
The Boatmen's National Bank of St. Louis,
and Mercantile Bank of St. Louis National
Association. 24
27 Financial Data Schedule UT 27
Page 16<PAGE>
Date: June 26, 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 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 Laclede Gas Company Wage Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.
Page 17<PAGE>
<PAGE>
AMENDMENT TO THE LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
The last sentence of Section 2.8 is deleted and replaced with the following
sentence, and a new sentence is added, effective August 1, 1994, as
follows:
"Beginning August 1, 1989 and before August 1, 1994, Compensation is
limited to $200,000 per Plan Year, which amount is subject to annual
adjustment by the U. S. Treasury Department. Beginning August 1,
1994, Compensation is limited to $150,000 per Plan Year, which amount
is subject to annual adjustment by the U. S. Treasury Department."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 18
RESOLVED THAT:
1. Subsection (c) of Section IV of the Missouri
Natural Gas Division of Laclede Gas Company Dual Savings
Plan is amended in its entirety, effective April 23, 1995,
to read as follows:
"(c) Participant Non-Matchable Deposits. Each
Participant, in addition to the deposit under
paragraph (a) of this Section IV, may designate
additional deposits up to 9% of his Earnings in
any Plan Year for credit to his deposit
accounts. He must also designate the portion
of his Participant Non-matchable Deposits to be
credited to each of his Pre-Tax Deposit Account
and Post-Tax Deposit Account."
Page 19
Date: June 26, 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 resolutions
adopted by the Board of Directors on August 28, 1986, which resolutions,
among other things, granted to any two executive officers who hold one of
the following offices: Chairman of the Board; President; Executive Vice
President; or Senior Vice President; the authority to amend any or all of
the benefit plans and/or related trust agreements of the Company
(collectively the "Plans") to the extent such amendments deal with changes
necessary or appropriate: (1) to comply with, or obtain the benefit of,
applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Missouri Natural Gas Division of Laclede Gas Company Dual Savings
Plan as set forth in the attached exhibit, such amendment to be effectuated
and evidenced by our signatures on said exhibit.
Page 20<PAGE>
<PAGE>
AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION
OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN
1. The last sentence of subsection (f) of Section I is deleted and
replaced with the following sentence, and a new sentence is added,
effective November 1, 1995, as follows:
"Effective November 1, 1989 and before November 1, 1995, Earnings are
limited to $200,000 per Plan Year, as adjusted by the Treasury
Department for cost of living changes. Beginning November 1, 1995,
Earnings are limited to $150,000 per Plan Year, which amount is
subject to annual adjustment by the U. S. Treasury Department."
2. A new unnumbered paragraph is added at the end of subsection (a) of
Section VII, effective June 1, 1995, as follows:
"A Participant who receives a hardship distribution, as provided in
this subsection (a), or who has an outstanding loan and receives a new
loan to relieve a hardship, as provided in this subsection (a), shall
not be permitted to make Pre-Tax Deposits and/or Post-Tax Deposits
pursuant to this Plan until the first payroll date of the calendar
month following the expiration of a twelve (12) month period after
receipt of either such hardship distribution or such new loan in lieu
of the hardship distribution. The Participant must give the Committee
at least thirty (30) days advance notice to resume Pre-Tax Deposits
and/or Post Tax Deposits."
3. The first sentence of the second paragraph of subsection (s) of Section
I is replaced in its entirety, effective August 5, 1993, as follows:
"Solely for purposes of determining whether a Break in Service has
occurred, an Employee who is absent from work without pay due to
pregnancy, childbirth, newborn child care, child
adoption or foster care, a serious health condition requiring care for
an immediate family member or a serious health condition which
prevents the Employee from performing his job,
shall receive credit for the Hours of Service which otherwise would
have been credited to such individual but for such absence, or in any
case in which such Hours cannot be determined, then eight (8) Hours of
Service per day of such absence, provided that the total number of
such hours shall not exceed five hundred and one (501)."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 21
Date: June 26, 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 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 Laclede Gas Company Salary Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.
Page 22<PAGE>
<PAGE>
AMENDMENT TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
The last sentence of Section 2.8 is deleted and replaced with the following
sentence, and a new sentence is added, effective October 1, 1994, as
follows:
"Beginning October 1, 1989 and before October 1, 1994, Compensation is
limited to $200,000 per Plan Year, which amount is subject to annual
adjustment by the U. S.Treasury Department. Beginning October 1,
1994, Compensation is limited to $150,000 per Plan Year, which amount
is subject to annual adjustment by the U. S. Treasury Department."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
ROBERT J. CARROLL
-------------------------------
Title: Senior Vice President -
Finance
Page 23
May 23, 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: Further Amendment 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, 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
the above-referenced Line of Credit Agreement 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; subject only to the modifications expressly set forth in numbered
Paragraphs 1 and 2 below, each of which Paragraphs shall be effective on
May 23, 1995.
Page 24<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
May 23, 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 May 23, 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 $25 million:
Name of Bank Maximum Amount
Chemical $12,500,000
Boatmen's $ 6,250,000
Mercantile $ 6,250,000
2. 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.
3. Ratification of Remainder of Line of Credit Agreement.
Subject only to the amendments expressly set forth in numbered
Paragraphs 1 and 2 above, the Line of Credit Agreement is hereby
ratified, confirmed and approved in all respects.
Please indicate your acceptance of the terms of this amendatory
agreement by signing in the appropriate space below and returning to
Laclede Gas Company the enclosed duplicate of the original of this
letter. This letter may be executed in counterparts, each of which
shall be an original, and all of which when taken together, shall
constitute one agreement which shall extend and amend the Line of
Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY,
By: VERNON O. STEINBERG
--------------------
Name: Vernon O. Steinberg
-------------------
Title: V.P.-Treas. & Asst. Secy.
-------------------------
Page 25<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
May 23, 1995
3
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: Thomas C. Guyton
Name: Thomas C. Guyton
Title: Vice-President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: John Holland
Name: John Holland
Title: Vice-President
Page 26
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 428,201
<OTHER-PROPERTY-AND-INVEST> 22,898
<TOTAL-CURRENT-ASSETS> 81,924
<TOTAL-DEFERRED-CHARGES> 69,703
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 602,726
<COMMON> 19,238
<CAPITAL-SURPLUS-PAID-IN> 33,624
<RETAINED-EARNINGS> 183,422
<TOTAL-COMMON-STOCKHOLDERS-EQ> 236,284
1,960
0
<LONG-TERM-DEBT-NET> 154,262
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 25,500
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 184,720
<TOT-CAPITALIZATION-AND-LIAB> 602,726
<GROSS-OPERATING-REVENUE> 381,428
<INCOME-TAX-EXPENSE> 12,943
<OTHER-OPERATING-EXPENSES> 329,880
<TOTAL-OPERATING-EXPENSES> 342,823
<OPERATING-INCOME-LOSS> 38,605
<OTHER-INCOME-NET> 944
<INCOME-BEFORE-INTEREST-EXPEN> 39,549
<TOTAL-INTEREST-EXPENSE> 14,241
<NET-INCOME> 25,308
73
<EARNINGS-AVAILABLE-FOR-COMM> 25,235
<COMMON-STOCK-DIVIDENDS> 15,130
<TOTAL-INTEREST-ON-BONDS> 9,408
<CASH-FLOW-OPERATIONS> 45,931
<EPS-PRIMARY> 1.58
<EPS-DILUTED> 1.58
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 27
</TABLE>
