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 March 31, 1996
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.
17,557,540 shares, Common Stock, par value $1 per share at 5/13/96.
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, 1995.
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 Six Months Ended
March 31, March 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Utility Operating Revenues $246,593 $191,627 $401,574 $313,830
------------------ ------------------
Utility Operating Expenses:
Natural and propane gas 153,773 109,919 242,450 175,386
Other operation expenses 24,562 22,911 42,901 41,815
Maintenance 5,012 4,521 9,433 9,102
Depreciation and amortization 6,139 5,895 12,211 11,725
Taxes, other than income taxes 18,425 15,294 27,895 24,597
Income taxes (Note 3) 13,481 10,624 21,794 14,754
------------------ ------------------
Total Utility Operating Expenses 221,392 169,164 356,684 277,379
------------------ ------------------
Utility Oper Income - Distribution 25,201 22,463 44,890 36,451
Other Utility Operating Income -
Off System Sales - Net (less
applicable income taxes)(Note 3) 2,017 - 2,017 -
------------------ ------------------
Total Utility Operating Income 27,218 22,463 46,907 36,451
Miscellaneous Income and Income
Deductions - Net (less
applicable income taxes) (Note 3) 1,548 619 2,375 781
----------------- ------------------
Income Before Interest Charges 28,766 23,082 49,282 37,232
------------------ ------------------
Interest Charges:
Interest on long-term debt 3,542 3,136 6,854 6,272
Other interest charges 1,183 1,877 2,649 3,681
------------------ ------------------
Total Interest Charges 4,725 5,013 9,503 9,953
------------------ ------------------
Net Income 24,041 18,069 39,779 27,279
Dividends on Preferred Stock 25 25 49 49
------------------ ------------------
Earnings Applicable to Common Stock $ 24,016 $ 18,044 $ 39,730 $ 27,230
================== ==================
Average Number of Common
Shares Outstanding 17,511 15,751 17,489 15,730
Earnings Per Share of Common Stock $1.37 $1.15 $2.27 $1.73
Dividends Declared Per Share
of Common Stock $.315 $.31 $.63 $.62
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
Mar. 31 Sept. 30
1996 1995
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $763,901 $745,629
Less: Accumulated depreciation and amortization 320,366 311,293
--------------------
Net Utility Plant 443,535 434,336
--------------------
Other Property and Investments 22,159 22,744
--------------------
Current Assets:
Cash and cash equivalents 6,684 1,555
Accounts receivable - net 103,854 34,398
Materials, supplies, and merchandise at avg cost 5,703 5,377
Natural gas stored underground for current use
at LIFO cost 12,318 41,629
Propane gas for current use at FIFO cost 9,564 13,566
Prepayments 2,996 1,484
Unamortized purchased gas adjustments 1,650 9,776
Deferred income taxes 2,283 -
Delayed customer billings 25,599 -
--------------------
Total Current Assets 170,651 107,785
--------------------
Deferred Charges 79,983 71,829
--------------------
Total Assets $716,328 $636,694
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET (Continued)
<CAPTION>
Mar. 31 Sept. 30
1996 1995
---- ----
(Thousands of Dollars)
(UNAUDITED)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock (19,376,837 shares issued) $ 19,377 $ 19,285
Paid-in capital 60,226 58,401
Retained earnings 202,296 173,584
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 257,882 227,253
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 179,312 154,279
--------------------
Total Capitalization 439,154 383,492
--------------------
Current Liabilities:
Notes payable 26,500 59,500
Accounts payable 40,436 21,069
Refunds due customers 1,292 4,110
Advance customer billings - 13,058
Taxes accrued 31,940 8,430
Other 22,818 21,609
--------------------
Total Current Liabilities 122,986 127,776
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 76,261 83,563
Unamortized investment tax credits 7,844 8,018
Other 70,083 33,845
--------------------
Total Deferred Credits and Other Liabilities 154,188 125,426
--------------------
Total Capitalization and Liabilities $716,328 $636,694
====================
<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>
Six Months Ended
March 31,
1996 1995
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 39,779 $ 27,279
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 12,233 11,747
Deferred income taxes and investment tax credits (12,824) (4,460)
Other - net (93) 178
Changes in assets and liabilities:
Accounts receivable - net (69,456) (22,392)
Unamortized purchased gas adjustments 8,126 1,434
Deferred purchased gas costs 35,252 12,561
Delayed customer billings - net (38,657) (16,783)
Accounts payable 19,367 1,146
Refunds due customers (2,818) (18,135)
Taxes accrued 23,510 12,638
Natural gas stored underground 29,311 31,665
Other assets and liabilities (828) (4,028)
--------------------
Net cash provided by operating activities $ 42,902 $ 32,850
--------------------
Investing Activities:
Construction expenditures $(20,847) $(22,568)
Investments - non-utility 580 (130)
Other (272) (190)
--------------------
Net cash used in investing activities $(20,539) $(22,888)
--------------------
Financing Activities:
Repayment of short-term debt $(33,000) $ (500)
Issuance of common stock 1,917 1,646
Dividends paid (10,951) (9,697)
Issuance of first mortgage bonds 25,000 -
Other (200) -
--------------------
Net cash used in financing activities $(17,234) $ (8,551)
--------------------
Net Increase in Cash and Cash Equivalents $ 5,129 $ 1,411
Cash and Cash Equivalents at Beginning of Period 1,555 1,588
--------------------
Cash and Cash Equivalents at End of Period $ 6,684 $ 2,999
====================
Supplemental Disclosure of Cash Paid
During the Period for:
Interest $8,302 $9,666
Income taxes 10,856 4,235
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 6<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, this interim report includes all
adjustments (consisting only of normal recurring accruals) necessary
for the fair presentation of the results of the periods covered.
2. The registrant is a natural gas distribution utility having a material
seasonal cycle; therefore, this interim statement of consolidated
income is not necessarily indicative of annual results nor
representative of succeeding quarters of the fiscal year.
3. Income Taxes
Net provisions for income taxes were charged (credited) as follows
during the periods set forth below:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Utility Operations
Current:
Federal $21,642 $13,368 $30,644 $16,434
State and local 3,638 2,259 5,151 2,775
Deferred:
Federal (9,039) (4,367) (10,970) (3,809)
State and local (1,503) (636) (1,774) (646)
------------------ -----------------
Subtotal $14,738 $10,624 $23,051 $14,754
------------------ -----------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 520 $ 274 $ 710 $ 346
State and local 68 31 91 32
Deferred:
Federal (68) (3) (69) (5)
State and local (10) - (11) -
------------------ -----------------
Subtotal $ 510 $ 302 $ 721 $ 373
------------------ -----------------
Total $15,248 $10,926 $23,772 $15,127
================== =================
</TABLE>
4. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's 1995 Form
10-K.
Page 7 <PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Earnings for the quarter ended March 31, 1996 were $1.37 per share compared
with $1.15 per share for the comparable quarter last year. The weather for
the quarter was 13% colder than the same period last year and 2% colder
than normal. The increase in earnings was primarily due to higher gas
sales arising from the colder weather this quarter compared with the same
quarter last year. Earnings also benefitted this quarter from income
realized due to new non-traditional gas marketing efforts.
Utility operating revenues for the quarter ended March 31, 1996 were
$246.6 million compared with $191.6 million for the quarter ended March 31,
1995. The $55.0 million, or 28.7%, increase was due to increased wholesale
gas costs (which are passed on to Laclede's customers under the Company's
Purchased Gas Adjustment Clause), higher gas sales volumes (arising from
the colder weather) and other variations. Therms sold and transported
increased by 62.7 million therms, or 13.8%, above the quarter ended
March 31, 1995.
Utility operating expenses for the quarter ended March 31, 1996 increased
by $52.2 million, or 30.9%, above the same quarter last year. Natural and
propane gas expense this quarter increased $43.9 million, or 39.9%, above
last year mainly due to higher rates charged by Laclede's suppliers and
increased volumes purchased for sendout (resulting from the colder
weather). Other operation and maintenance expenses increased $2.1 million,
or 7.8%, primarily due to a higher provision for uncollectible accounts,
higher distribution and maintenance charges, and higher wage rates.
Depreciation and amortization expense increased 4.1% due to additional
property. Taxes, other than income taxes, increased 20.5%, primarily due
to higher gross receipts taxes (mainly reflecting increased revenues). The
$2.9 million increase in income taxes is principally due to higher taxable
distribution operating income.
During this past heating season, the Company and its wholly-owned
subsidiary, Laclede Energy Resources, Inc., commenced marketing natural gas
for delivery in areas outside of Laclede's normal service area. These
efforts made a favorable contribution to earnings for the quarter ended
March 31, 1996, as the Company was able to take advantage of strong demand
for gas caused by several periods of extremely cold weather throughout most
of the nation. Such contribution to earnings may not be representative of
future periods and is expected to vary greatly given the volatile and
seasonal nature of these operations. Furthermore, the business and
regulatory environment associated with the new venture has reflected on-
going changes, and continuation of the present conditions is somewhat
uncertain. Nevertheless, the Company anticipates that this program will
continue to produce positive results. The net operating results of the
Company's off-system sales amounted to $2.0 million. The net operating
results of the wholly-owned subsidiary is included under the caption
"Miscellaneous Income and Income Deductions-Net."
Miscellaneous income and income deductions increased $.9 million due
primarily to the Company's non-utility gas marketing efforts through a
wholly-owned subsidiary, as discussed above. The 5.7% decrease in interest
expense is mainly due to lower short-term interest expense reflecting lower
borrowings and reduced interest on refunds due customers, partially offset
by an increase in interest on long-term debt resulting from the issuance of
$25 million of 6-1/2% First Mortgage Bonds in November 1995.
Page 8
<PAGE>
<PAGE>
Earnings for the six months ended March 31, 1996 were $2.27 per share
compared with $1.73 per share for the comparable period last year. The
weather was 23% colder than last year and 2% colder than normal. The
increase in earnings was primarily due to higher gas sales volumes arising
from the colder weather. Earnings also benefitted from income realized due
to the aforementioned non-traditional gas marketing efforts. Due to the
seasonal nature of its business, the Company's earnings are concentrated
during the first six months of the fiscal year, typically reaching a peak
level at the conclusion of the heating season. As sales volumes decline in
subsequent months, the Company experiences losses in the second half of the
fiscal year.
Utility operating revenues for the first six months of fiscal year 1996
increased $87.7 million, or 28.0%, above the corresponding period of fiscal
year 1995. This increase is due to higher gas sales volumes (arising from
the colder weather), higher wholesale gas costs (which are passed on to our
customers under the Company's Purchased Gas Adjustment Clause) and other
variations. Therms sold and transported increased by 139.0 million therms,
or 19.0%, above the level experienced during the six months ended March 31,
1995.
Utility operating expenses for the six months ended March 31, 1996
increased by $79.3 million, or 28.6%, above last year. Natural and propane
gas expense during the first six months of fiscal year 1996 increased
$67.1 million, or 38.2%, above the same period a year ago. This increase
was primarily due to increased volumes purchased for sendout (resulting
from the colder weather) and higher rates charged by our suppliers. Other
operation and maintenance expenses increased $1.4 million, or 2.8%,
principally due to pension credits recorded in the quarter ended December
31, 1994 to establish a regulatory asset (necessary to reflect pension
costs consistent with the regulatory accounting treatment ordered by the
Missouri Public Service Commission in Case No. GR-94-220), a higher
provision for uncollectible accounts and higher wage rates. These
increases were partially offset by reduced pension expense reflecting the
recognition of gains on significant lump-sum settlements. Depreciation and
amortization expense increased 4.1% due to additional property. Taxes,
other than income taxes, increased 13.4% principally due to higher gross
receipts taxes (mainly reflecting increased revenues), partially offset by
lower property taxes. The $7.0 million increase in income taxes is mainly
due to higher taxable distribution operating income.
Other utility operating income reflects the aforementioned new non-
traditional gas marketing efforts which commenced this fiscal year.
Miscellaneous income and income deductions for the first six months of
fiscal 1996 increased $1.6 million above the same period last year
primarily due to the new gas marketing efforts of the Company's wholly-
owned subsidiary as mentioned above. The 4.5% decrease in interest expense
is mainly due to reduced interest on refunds due customers and lower short-
term interest expense reflecting lower borrowings, partially offset by an
increase in interest on long-term debt resulting from the issuance of $25
million of 6-1/2% First Mortgage Bonds in November 1995.
On December 15, 1995, the Company filed a rate request with the Missouri
Public Service Commission for a general rate increase which would add $23.8
million to operating revenues on an annual basis. This increase is
necessary to offset generally higher operating costs as well as the added
costs of operating, maintaining, and financing the increased investment in
new facilities the Company has installed since the filing of its last
general rate case in January 1994. By law, the Missouri Commission has up
to eleven months before it must act on this 1995 request, but the Company
is hopeful the Commission will allow new rates to be implemented prior to
November 1996.
Page 9
<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's short-term borrowing requirements typically peak during
colder months, principally because of required payments for natural gas
made in advance of the receipt of cash from the Company's 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 1996, the Company renewed its primary line of bank
credit under which it may borrow up to $40 million prior to January 31,
1997, with renewal of any loans outstanding on that date permitted to June
30, 1997. This, along with a previously obtained $50 million supplemental
line of credit which ran through March 1, 1996 (the supplemental line was
increased to $60 million for one day on November 20, 1996), provided a
total line of credit of $90 million for the 1995-1996 heating season.
Since seasonal cash needs typically decline at the end of the heating
season, the Company reduced the supplemental line of credit to $15 million
from March 1, 1996 through April 1, 1996. On April 1, 1996, the
supplemental line of credit expired and the Company elected not to renew
the same. The Company's line of credit is currently $40 million. During
fiscal 1996, the Company sold commercial paper aggregating to a maximum of
$91.5 million at any one time, but did not borrow from the banks under the
aforementioned agreements. Short-term borrowings amounted to $26.5 million
at March 31, 1996.
The Shareholder Rights Plan, adopted in 1986, expired on May 1, 1996. The
Company decided to keep such protection in place by adopting a replacement
plan. On March 14, 1996, the Company declared a dividend of one Common
Share Right for each outstanding share of common stock as of May 1, 1996.
The rights, each of which provides for the purchase of one share of common
stock at the purchase price of $60, expire on May 1, 2006. The rights may,
however, be redeemed by the Company for one cent 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% of more of the common
stock, or commences or announces its intention to commence a tender or
exchange offer for 20% or more of the common stock. Upon such acquiror's
obtaining 20% of common stock, each right will entitle its holder to
purchase, upon payment of the $60 purchase price, the number of shares
equal to the purchase price divided by one-half of the market price.
Alternatively, the Company may exchange each Right for one share of Company
common stock. A total of 17,557,540 rights were issued on May 1, 1996.
Construction expenditures for the six months ended March 31, 1996 were
$20.8 million compared with $22.6 million for the same period last year.
Capitalization at March 31, 1996 increased $55.7 million since September
30, 1995 and consisted of 58.7% common stock equity, .5% preferred stock
equity and 40.8% long-term debt.
The seasonal effect of the Company's financial position affects the
comparison of certain balance sheet items at March 31, 1996 and at
September 30, 1995, such as Accounts Receivable - Net, Natural Gas Stored
Underground For Current Use, Notes Payable, Accounts Payable, and Delayed
and Advanced Customer Billings.
Page 10 <PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 11<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Item 1. Legal Proceedings
During the quarter ended March 31, 1996, there were no new legal
proceedings required to be disclosed.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Laclede Gas Company was
held on January 25, 1996, for the purpose of electing three
directors to the Board of Directors and ratifying the appointment
of independent auditors. Proxies for the meeting were solicited
pursuant to Section 14(a) of the Exchange Act of 1934.
All of management's nominees for directors listed in the proxy
statement were unopposed and were elected upon the following
votes:
Name of Shares Shares
Director Nominee Voted For Voted Withheld
---------------- --------- --------------
Richard E. Beumer 13,982,075 144,831
Robert C. Jaudes 14,033,614 144,831
Robert P. Stupp 14,054,933 144,831
The proposal to ratify the appointment of Deloitte and Touche,
LLP, Certified Public Accountants, to audit the accounts of the
Company for the fiscal year ending September 30, 1996 was passed
upon the following vote:
Shares Voted:
------------
For the proposal 13,934,114
Against the proposal 88,889
Abstain regarding the proposal 145,368
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter
ended March 31, 1996.
Page 12<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LACLEDE GAS COMPANY
Date: May 13, 1996 G. T. McNeive, Jr.
-------------------
G. T. McNeive, Jr.
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 13 <PAGE>
<PAGE>
Index to Exhibits
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
10.1 Line of Credit Agreement dated January 24,
1996 with Mercantile Bank of St. Louis
National Association. 15
10.2 Line of Credit Agreement dated January 16,
1996 with Chemical Bank. 17
10.3 Line of Credit Agreement dated January 16,
1996 with Commerce Bank, N. A. 18
10.4 Line of Credit Agreement dated January 16,
1996 with The Boatmen's National Bank of
St. Louis. 20
10.5 Amendment and Further Extension dated
March 1, 1996 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;
March 1, 1995; May 23, 1995; September 1,
1995; and November 1, 1995. 21
27 Financial Data Schedule UT 25
Page 14
(ON MERCANTILE BANK OF ST. LOUIS N.A. LETTERHEAD)
January 24, 1996
Mr. Vernon O. Steinberg
Treasurer and Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
Dear Vernon:
Mercantile Bank of St. Louis N.A. is pleased to provide a $10,000,000 line
of credit maturing January 31, 1997 to Laclede Gas Company for general
corporate purposes and for commercial paper backup.
All borrowings will be priced, at your option, at Mercantile's Prime rate,
floating, IBOR adjusted + 3/8%, or CD's adjusted + 1/2% for available
maturities to 90 days. Notes issued under this line shall not exceed 90
days. If a note is outstanding with a maturity before January 31, 1997,
the note shall be renewed in whole or in part provided no note shall mature
later than June 30, 1997.
Interest shall be payable at maturity or on date of prepayment. Interest
shall be computed on the basis of actual 365/366 for prime borrowings and
actual 360 basis for IBOR of CD loans. Notes issued may be prepaid at any
time without penalty, subject to standard funding loss provisions.
We may terminate this agreement at any time if we determine, in good faith,
that we are not satisfied with your conditions, operations or performance,
financial or otherwise.
It is understood that any loans obtained by any subsidiary of Laclede Gas
Company, whether or not they are guaranteed by Laclede Gas Company, are
excluded from this agreement and shall not be charged against the line of
credit described above.
Nothing in this letter is intended to alter the arrangements set forth in
the agreement dated November 1, 1995, or the availability of up to
$12,500,000 of advances thereunder from Mercantile Bank of St. Louis N.A.
on the terms set forth in said November 1, 1995 agreement.
Page 15<PAGE>
<PAGE>
Page 2
Laclede Gas Company
January 24, 1996
We appreciate the opportunity to service your credit needs and to continue
the long-standing relationship between our companies. If the foregoing is
acceptable to you, please sign and date below.
MERCANTILE BANK OF ST. LOUIS, N.A.
By: /s/ Sally H. Roth
Name: Sally H. Roth
Title: Vice President
Accepted this 24th day of January, 1996
LACLEDE GAS COMPANY
By: /s/ Vernon O. Steinberg
Name: Vernon O. Steinberg
Title: Vice President-Treasurer
Page 16
(ON CHEMICAL BANK LETTERHEAD)
January 16, 1996
Mr. Vernon O. Steinberg
Vice President-Treasurer
and Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Dear Vern:
In order to provide funds for general corporate purposes, we are happy
to make available to you until January 31, 1997, a line of credit in the
amount of $10,000,000. Accordingly, our officers may, at their discretion,
make short term loans to Laclede Gas Company up to $10,000,000 on such
terms as may be mutually agreed upon from time to time.
Notes issued under this arrangement shall mature not more than ninety
(90) days from date of issuance. Notes maturing after January 31, 1997,
may be renewed in whole or in part provided no notes matures later than
June 30, 1997. Interest shall be payable at maturity or on the date of any
prepayment. Notes issued under this arrangement may be prepaid at any time
without penalty.
We ask that you continue to supply us with current financial and other
information, which current information will be furnished to the Bank as it
may from time to time reasonably request.
It is understood that any loans obtained by any subsidiary of Laclede
Gas Company whether or not they are guaranteed by Laclede Gas Company are
excluded from this arrangement and shall not be charged against the credit
stated above.
Nothing in this letter is intended to alter the arrangement set forth
in the agreement dated November 1, 1995 or the availability of up to
$25,000,000 of advances thereunder from Chemical Bank on the terms set
forth in said November 1, 1995 Agreement.
We continue to appreciate the opportunity to do business with Laclede.
Very truly yours,
/s/ Ronald Potter
Ronald Potter
Managing Director
RP/bh
Page 17
(ON COMMERCE BANK LETTERHEAD)
January 16, 1996
Mr. Vernon O. Steinberg
Vice President, Treasurer & Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Mo 63101
Dear Mr. Steinberg:
Commerce Bank, N.A. ("Bank") is pleased to offer a line of credit to
Laclede Gas Company ("Borrower") under the following terms and conditions.
Accordingly, our officers may, at their discretion, make short-term loans
to Laclede Gas Company up to $10,000,000 on such terms as may be mutually
agreed upon from time to time.
Purpose: Working capital.
Amount: Up to $10,000,000 (Ten Million Dollars).
Interest
Rate: Prime rate of Bank or such lesser rate that
may be agreed upon at the time of funding.
Term: Until January 31, 1997.
Method of
Borrowing &
Repayment: Advances shall be evidenced by separate notes and
each note issued under this arrangement shall
mature not more than ninety (90) days from note
date. Notes maturing after January 31, 1997, may
be renewed in whole or part provided no note
matures later than June 30, 1997. Interest shall
be payable at maturity or on the date of any
prepayment. Notes issued under this arrangement
may be prepaid at any time without penalty.
Collateral: Unsecured.
Page 18<PAGE>
<PAGE>
Vernon O. Steinberg
January 16, 1996
Page 2
Other: Execution of note(s) in form acceptable to Bank. It
is understood that any loans obtained by any
subsidiary of Borrower whether or not they are
guaranteed by Borrower are excluded from this
agreement and shall not be charged against the
amount stated above.
Oral agreements or commitments to loan money, extend credit or to forbear
from enforcing repayment of a debt, including promises to extend or renew
such debt, are not enforceable. To protect you (borrower(s)) and us
(creditor) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing, which is the complete
and exclusive statement of the agreement between us as we may later agree
in writing to modify it. By signing below, you and we agree that there are
no unwritten oral agreements between us.
This offer shall automatically expire upon the Borrower's failure to accept
this offer within 15 days of the date of this letter.
If the aforementioned terms and conditions are satisfactory, please
indicate the Borrower's acceptance and approval of same by signing and
returning the original of this letter. We are pleased to be able to
provide this service and look forward to expanding our relationship.
Sincerely,
/s/ Fred H. Entrikin, III
Fred H. Entrikin, III
Senior Vice President
FHE/db
Accepted and approved this 23rd day of January, 1996.
Laclede Gas Company
By: /s/ V. O. Steinberg
Page 19
January 16, 1996
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza, 13th Floor
800 Market Street
St. Louis, Missouri 63102
Gentlemen:
In order to help finance our construction through January 31, 1997,
and to provide funds for general corporate purposes, we are asking you to
make available to us until January 31, 1997, bank credit in the amount of
$10,000,000.00.
Notes issued under this agreement shall mature not more than ninety
(90) days from date. Notes maturing after January 31, 1997, may be renewed
in whole or in part provided no note shall mature later than June 30, 1997.
The notes shall bear interest at your lowest rate extended to the most
credit-worthy commercial and industrial borrowers for ninety (90) day
maturities effective at the time of each borrowing or renewal. Interest
shall be payable at maturity or on the date of any prepayment. Notes
issued under this agreement may be prepaid at any time without penalty.
It is understood that any loans obtained by any subsidiary of Laclede
Gas Company whether or not they are guaranteed by Laclede Gas Company are
excluded from this agreement and shall not be charged against the credit
stated above.
Nothing in this letter is intended to alter the arrangements set forth
in the agreement dated November 1, 1995, or the availability of up to
$12,500,000.00 of advances thereunder from The Boatmen's National Bank on
the terms set forth in said November 1, 1995 agreement.
If the foregoing is acceptable to you, will you kindly sign in the
space indicated below, and this shall then constitute an agreement between
us.
Yours very truly,
LACLEDE GAS COMPANY
By /s/ Vernon O. Steinberg
V.P.-Treasurer & Asst. Secretary
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By /s/ Thomas Guyton
VOS/dkk
Page 20
March 1, 1996
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 the term, of the line
of credit agreement dated October 18, 1993, as amended
and extended by letters dated April 18, 1994, August 18,
1994, October 18, 1994, March 1, 1995, May 23, 1995,
September 1, 1995, and November 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
and extend the term of the above-referenced Line of Credit Agreement from
March 1, 1996 to April 1, 1996 on the same terms and conditions set forth
in the above-referenced Line of Credit Agreement; subject only to the terms
and modifications expressly set forth in numbered Paragraphs 1 through 5
below, each of which Paragraphs shall be effective on March 1, 1996.
Page 21<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1996
2
1. 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
March 1, 1996, 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 $15 million:
Name of Bank Maximum Amount
Chemical $7,500,000
Boatmen's $3,750,000
Mercantile $3,750,000
2. NEW TERMINATION DATE. The phrase "Termination Date"
as defined in the Line of Credit Agreement is hereby amended
from March 1, 1996 to April 1, 1996. Accordingly, all
references in the Line of Credit Agreement to the Termination
Date shall hereafter refer to April 1, 1996.
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 December 31, 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.
Page 22
<PAGE>
<PAGE>
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1996
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:/s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By: /s/ Jane Ritchie
Name: Jane Ritchie
Title: Vice President
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: /s/ Thomas C. Guyton
Name: Thomas C. Guyton
Title: Vice President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: /s/ Sally H. Roth
Name: Sally H. Roth
Title: Vice President
Page 23 <PAGE>
<PAGE>
EXHIBIT A
NOTE
$ ,000,000 New York, New York
March 1, 1996
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, May 23, 1995, September 1, 1995, and November 1, 1995, and as
further amended by an amendatory agreement dated March 1, 1996 (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 April 1, 1996, 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:
Name: Ronald L. Krutzman
Title: Treas. & Asst. Secy.
Page 24
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 443,535
<OTHER-PROPERTY-AND-INVEST> 22,159
<TOTAL-CURRENT-ASSETS> 170,651
<TOTAL-DEFERRED-CHARGES> 79,983
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 716,328
<COMMON> 19,377
<CAPITAL-SURPLUS-PAID-IN> 36,209
<RETAINED-EARNINGS> 202,296
<TOTAL-COMMON-STOCKHOLDERS-EQ> 257,882
1,960
0
<LONG-TERM-DEBT-NET> 179,312
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 26,500
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 250,674
<TOT-CAPITALIZATION-AND-LIAB> 716,328
<GROSS-OPERATING-REVENUE> 401,574
<INCOME-TAX-EXPENSE> 21,794
<OTHER-OPERATING-EXPENSES> 334,890
<TOTAL-OPERATING-EXPENSES> 356,684
<OPERATING-INCOME-LOSS> 44,890
<OTHER-INCOME-NET> 4,392
<INCOME-BEFORE-INTEREST-EXPEN> 49,282
<TOTAL-INTEREST-EXPENSE> 9,503
<NET-INCOME> 39,779
49
<EARNINGS-AVAILABLE-FOR-COMM> 39,730
<COMMON-STOCK-DIVIDENDS> 11,018
<TOTAL-INTEREST-ON-BONDS> 6,854
<CASH-FLOW-OPERATIONS> 42,902
<EPS-PRIMARY> 2.27
<EPS-DILUTED> 2.27
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 25
</TABLE>
