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, 1997
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 5/1/97.
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, 1996.
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,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Utility Operating Revenues $264,031 $258,238 $457,896 $413,219
------------------ ------------------
Utility Operating Expenses:
Natural and propane gas 172,134 161,844 292,382 250,521
Other operation expenses 22,958 24,862 44,247 43,201
Maintenance 4,518 5,012 9,025 9,433
Depreciation and amortization 6,480 6,139 12,949 12,211
Taxes, other than income taxes 19,295 18,425 30,711 27,895
Income taxes (Note 3) 12,464 14,738 21,857 23,051
------------------ ------------------
Total Utility Operating Expenses 237,849 231,020 411,171 366,312
------------------ ------------------
Utility Operating Income 26,182 27,218 46,725 46,907
Miscellaneous Income and Income
Deductions - Net (less
applicable income taxes) (Note 3) 325 1,548 856 2,375
------------------ ------------------
Income Before Interest Charges 26,507 28,766 47,581 49,282
------------------ ------------------
Interest Charges:
Interest on long-term debt 3,542 3,542 7,084 6,854
Other interest charges 1,459 1,183 2,885 2,649
------------------ ------------------
Total Interest Charges 5,001 4,725 9,969 9,503
------------------ ------------------
Net Income 21,506 24,041 37,612 39,779
Dividends on Preferred Stock 25 25 49 49
------------------ ------------------
Earnings Applicable to Common Stock $ 21,481 $ 24,016 $ 37,563 $ 39,730
================== ==================
Average Number of Common
Shares Outstanding 17,558 17,511 17,558 17,489
Earnings Per Share of Common Stock $1.22 $1.37 $2.14 $2.27
Dividends Declared Per Share
of Common Stock $.325 $.315 $.65 $.63
<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
1997 1996
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $796,522 $780,001
Less: Accumulated depreciation and amortization 337,577 327,836
--------------------
Net Utility Plant 458,945 452,165
--------------------
Other Property and Investments 25,424 24,265
--------------------
Current Assets:
Cash and cash equivalents 6,293 4,360
Accounts receivable - net 95,830 45,578
Materials, supplies, and merchandise at avg cost 5,768 5,634
Natural gas stored underground for current use
at LIFO cost 17,314 58,769
Propane gas for current use at FIFO cost 9,759 12,655
Prepayments 3,143 1,910
Deferred income taxes 8,511 4,477
Delayed customer billings 29,935 -
--------------------
Total Current Assets 176,553 133,383
--------------------
Deferred Charges 91,538 79,582
--------------------
Total Assets $752,460 $689,395
====================
<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
1997 1996
---- ----
(Thousands of Dollars)
(UNAUDITED)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock (19,423,178 shares issued) $ 19,423 $ 19,423
Paid-in capital 61,205 61,205
Retained earnings 210,382 184,232
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 266,993 240,843
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 179,380 179,346
--------------------
Total Capitalization 448,333 422,149
--------------------
Current Liabilities:
Notes payable 56,000 59,600
Accounts payable 31,723 20,637
Refunds due customers 318 1,248
Advance customer billings - 6,231
Taxes accrued 24,786 10,212
Unamortized purchased gas adjustments 9,673 26,744
Other 22,777 21,776
--------------------
Total Current Liabilities 145,277 146,448
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 82,866 78,149
Unamortized investment tax credits 7,494 7,669
Other 68,490 34,980
--------------------
Total Deferred Credits and Other Liabilities 158,850 120,798
--------------------
Total Capitalization and Liabilities $752,460 $689,395
====================
<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,
1997 1996
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 37,612 $ 39,779
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 12,970 12,233
Deferred income taxes and investment tax credits (3,826) (12,824)
Other - net 87 (93)
Changes in assets and liabilities:
Accounts receivable - net (50,252) (69,456)
Unamortized purchased gas adjustments (17,071) 8,126
Deferred purchased gas costs 31,527 35,252
Delayed customer billings - net (36,166) (38,657)
Accounts payable 11,086 19,367
Refunds due customers (930) (2,818)
Taxes accrued 14,574 23,510
Natural gas stored underground 41,455 29,311
Other assets and liabilities (3,449) (828)
--------------------
Net cash provided by operating activities $ 37,617 $ 42,902
--------------------
Investing Activities:
Construction expenditures (19,432) (20,847)
Investments - non-utility (1,427) 249
Employee benefit trusts 171 331
Other (111) (272)
--------------------
Net cash used in investing activities $(20,799) $(20,539)
--------------------
Financing Activities:
Repayment of short-term debt (3,600) (33,000)
Issuance of common stock - 1,917
Dividends paid (11,285) (10,951)
Issuance of first mortgage bonds - 25,000
Other - (200)
--------------------
Net cash used in financing activities $(14,885) $ (17,234)
---------------------
Net Increase in Cash and Cash Equivalents $ 1,933 $ 5,129
Cash and Cash Equivalents at Beginning of Period 4,360 1,555
--------------------
Cash and Cash Equivalents at End of Period $ 6,293 $ 6,684
====================
Supplemental Disclosure of Cash Paid
During the Period for:
Interest $ 9,250 $ 8,302
Income taxes 8,285 10,856
<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. 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,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Utility Operations
Current:
Federal $15,589 $21,642 $22,006 $30,644
State and local 2,635 3,638 3,716 5,151
Deferred:
Federal (4,991) (9,039) (3,430) (10,970)
State and local (769) (1,503) (435) (1,774)
----------------- -----------------
Subtotal $12,464 $14,738 $21,857 $23,051
----------------- -----------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 164 $ 520 $ 222 $ 710
State and local 17 68 20 91
Deferred:
Federal 20 (68) 33 (69)
State and local 3 (10) 6 (11)
----------------- -----------------
Subtotal $ 204 $ 510 $ 281 $ 721
----------------- -----------------
Total $12,668 $15,248 $22,138 $23,772
================= =================
</TABLE>
Page 7 <PAGE>
<PAGE>
4. In the past, the Company operated various manufactured gas plants which
produced certain by-products and residuals. After performing, at the
request of the United States Environmental Protection Agency (EPA), an
investigation of one of the Company's former manufactured gas plant
sites located in Shrewsbury, Missouri (the Shrewsbury Site) and
reviewing the results of this investigation, the Company agreed to
perform a limited removal of some contaminants on small areas of the
site. As previously reported by the Company, the Company has been
discussing with the EPA and the Missouri Department of Natural Resources
(MoDNR) what additional actions are required for the site. At this
time, given the lack of final agreement as to what additional actions
should be taken, the ultimate costs to be incurred regarding the
Shrewsbury Site remain unclear. Assuming the Company performs the
limited removal actions agreed to with the EPA and those of the
additional actions proposed by the EPA and MoDNR to which the Company
has no objection, the Company estimates that the overall costs will be
approximately $740,000. Currently, $539,000 of such overall costs have
been paid, and an additional $201,000 has been reserved by the
Company. The Company has notified its insurers that it intends to seek
reimbursement from them of its investigation, remediation, clean-up and
defense costs. The Company intends to seek recovery, if practicable,
from any other potentially responsible parties.
In a separate matter, MoDNR has accepted the Company's application to
place the site of a different former manufactured gas plant located in
the City of St. Louis, Missouri (which site was also used by subsequent
owners as the site of a coke manufacturing facility) in the Missouri
environmental remediation program. MoDNR's preliminary tests at the
site reflect the presence of coke and gas plant manufacturing wastes, as
well as certain heavy metal wastes. The Company and MoDNR have agreed
upon the parameters of the Company's initial investigation. The Company
currently estimates that the cost of such investigation, MoDNR oversight
costs and associated legal and engineering consulting costs relative to
the site would together approximate $75,000. Currently, $36,000 has
been paid and an additional $39,000 has been reserved on the Company's
books. The City of St. Louis, the current owner of the site, has
recently received proposals from several different groups to develop
this site, and is in the process of evaluating such proposals. Various
portions of the development proposals deal with the issue of the
environmental condition of the site, and the impact of such condition on
possible development plans. Until a development proposal is selected,
the Company is unable to determine the impact, if any, that any proposed
development will have on actions to be taken regarding the site, and the
cost of any such actions. The Company has notified its insurers that
the Company intends to seek reimbursement from them for investigation,
remediation, clean-up and defense costs. The Company has also requested
that other former site owners and/or operators participate in the cost
of any site investigation, but none has yet agreed to do so. The
Company plans to seek proportionate reimbursement of all costs incurred
with respect to this site from such parties and/or any other potentially
responsible parties, to the extent practicable.
The Company is presently unable to evaluate or quantify further the
scope or cost of any environmental response activity with regard to the
above two former manufactured gas plant sites.
Page 8 <PAGE>
<PAGE>
In the Company's most recent rate case, the Missouri Public Service
Commission approved, effective September 1, 1996, the continued use of a
cost deferral mechanism, originally approved as part of a 1994 rate case
settlement, for the Company's use in applying for appropriate rate
recovery of various environmental costs in connection with former
manufactured gas plants. This authorization will be null and void if
the Company does not file to further adjust its rates by September 1,
1998; and, in any event, the recovery of costs thus deferred may be
challenged in future rate proceedings.
5. Certain prior-period amounts have been reclassified to conform to
current-period presentation.
6. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's 1996 Form
10-K.
Page 9<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During this past winter, a temporary but rapid increase in the market price
of gas was reflected in customer bills. The Company's customers responded
to these higher prices by reducing their gas heating consumption patterns
below traditional levels. This reduced usage adversely impacted earnings
for the quarter ended March 31, 1997, as well as for the fiscal year to date
ended March 31, 1997. The higher prices were short-lived, and rates to
customers are now 7% less than before the price increases began and 15% less
than a year ago.
Earnings for the quarter ended March 31, 1997 were $1.22 per share compared
with $1.37 per share for the comparable quarter last year. The weather for
the quarter was 7% warmer than the same period last year and 4% warmer than
normal. The decrease in earnings was primarily attributable to lower gas
sales volumes this quarter (arising from the warmer weather and reduced
customer consumption patterns), partially offset by the effect of higher
general rate levels (which were placed in effect September 1, 1996). Income
from off system sales recorded during this three-month period in fiscal 1996
was significantly offset by income related to the Gas Supply Incentive Plan
in effect this year (see discussion below).
Utility operating revenues for the quarter ended March 31, 1997 were $264.0
million compared with $258.2 million for the quarter ended March 31, 1996.
The $5.8 million, or 2.2%, increase was principally due to increased
wholesale gas costs (which are passed on to Laclede's customers under the
Company's Purchased Gas Adjustment Clause) and the benefit of higher general
rate levels placed in effect September 1, 1996. These increases were
largely offset by lower gas sales volumes (arising from the warmer weather
and lower customer consumption patterns). System therms sold and
transported decreased by 56.6 million therms, or 10.9%, below the quarter
ended March 31, 1996.
Utility operating expenses for the quarter ended March 31, 1997 increased by
$6.8 million, or 3.0%, above the same quarter last year. Natural and
propane gas expense this quarter increased $10.3 million, or 6.4%, above
last year mainly due to higher rates charged by the Company's suppliers,
partially offset by reduced volumes purchased for sendout (resulting from
the warmer weather and lower customer consumption patterns). Other
operation and maintenance expenses decreased $2.4 million, or 8.0%,
principally due to a lower provision for uncollectible accounts, decreased
distribution and maintenance charges, lower net pension costs and a lower
provision for injuries and damages. These reductions were partially offset
by higher wage rates and lower gains applicable to lump-sum pension
settlements. Depreciation and amortization expense increased 5.6% primarily
due to additional property. Taxes, other than income taxes, increased 4.7%
mainly due to higher gross receipts taxes (reflecting increased revenues)
and higher real estate and personal property taxes this quarter. The $2.3
million decrease in income taxes is principally due to lower taxable income
and the effect of adjustments in both periods.
Miscellaneous income and income deductions decreased $1.2 million primarily
due to reduced subsidiary income (mainly lower non-utility gas marketing
income recognized by the Company's wholly-owned subsidiary, Laclede Energy
Resources, Inc.). The 5.8% increase in interest expense is mainly due to
increased short-term interest expense reflecting higher borrowings.
Page 10<PAGE>
<PAGE>
Earnings for the six months ended March 31, 1997 were $2.14 per share
compared with $2.27 per share for the comparable period last year. The
weather was 1% warmer than last year, but 2% colder than normal. The
decrease in earnings was primarily due to lower gas sales volumes (arising
from the slightly warmer weather and lower customer consumption patterns),
the effect of income from off system sales recorded during the same period
last year and higher costs of doing business. These factors were partially
offset by the aforementioned general rate increase and income related to the
Gas Supply Incentive Plan. Laclede's Gas Supply Incentive Plan, which
became effective October 1, 1996 as part of the settlement reached in the
Company's last rate case, has provided significant benefits for both
Laclede's share owners and customers during the first six months of this
fiscal year. The incentive plan incorporated much of the Company's off
system gas marketing efforts which commenced during fiscal 1996. Under the
Plan, Laclede and its customers share in certain gains and losses as
measured against benchmark levels of gas costs as related to the
acquisition, utilization, and management of the Company's gas supply assets.
To date, the Company has achieved overall gas costs savings of nearly $16.1
million, resulting in savings to Laclede's customers of $12.5 million and
contributing about $3.6 million pre-tax income to the Company. 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 1997
increased $44.7 million, or 10.8%, above the corresponding period of fiscal
year 1996. This increase was primarily due to higher wholesale gas costs
(which are passed on to Laclede's customers under the Company's Purchased
Gas Adjustment Clause), revenues related to the aforementioned Gas Supply
Incentive Plan and the benefit of the general rate increase (placed in
effect September 1, 1996). These increases were partially offset by lower
gas sales volumes (arising mainly from the warmer weather and lower customer
consumption patterns). System therms sold and transported decreased by 49.9
million therms, or 5.7%, below the level experienced during the six months
ended March 31, 1996.
Utility operating expenses for the six months ended March 31, 1997 increased
by $44.9 million, or 12.2%, above last year. Natural and propane gas
expense during the first six months of fiscal year 1997 increased
$41.9 million, or 16.7%, above last year mainly due to higher rates charged
by our suppliers and gas costs related to the aforementioned Gas Supply
Incentive Plan. These increases were partially offset by reduced volumes
purchased for sendout (resulting from the warmer weather and lower customer
consumption patterns). Other operation and maintenance expenses increased
$.6 million, or 1.2%, principally due to lower gains applicable to lump-sum
pension settlements, higher wage rates and other increases in the costs of
doing business. These increases were partially offset by lower net pension
costs, reduced maintenance charges and lower provisions for uncollectible
accounts and injuries and damages. Depreciation and amortization expense
increased 6.0% primarily due to additional property. Taxes, other than
income taxes, increased 10.1% principally due to higher gross receipts taxes
(mainly reflecting increased revenues) and higher real estate and personal
property taxes. The $1.2 million decrease in income taxes is mainly due to
the effect of adjustments in both periods and lower taxable income.
Page 11<PAGE>
<PAGE>
Miscellaneous income and income deductions for the first six months of
fiscal 1997 decreased $1.5 million below the same period last year primarily
due to lower subsidiary income (mainly lower non-utility gas marketing
income recognized by the Company's wholly-owned subsidiary, Laclede Energy
Resources, Inc.). The 4.9% increase in interest expense is mainly due to
higher short-term interest expense reflecting increased borrowings and
higher interest on long-term debt resulting from the issuance of $25 million
of 6-1/2% First Mortgage Bonds in November 1995.
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 1997, the Company renewed its primary lines of bank
credit under which it may borrow up to $40 million prior to January 31,
1998, with renewal of any loans outstanding on that date permitted to
June 30, 1998. This, along with a previously obtained $90 million
supplemental line of credit which ran through March 1, 1997, provided a
total line of credit of $130 million for the 1996-1997 heating season.
Since seasonal cash needs typically decline at the end of the heating
season, the Company reduced the supplemental line of credit to $40 million
from March 1, 1997 through April 1, 1997 (the supplemental line was
increased to $45 million for March 1, 1997 through March 3, 1997). The
Company further reduced the supplemental line of credit to $25 million from
April 2, 1997 through April 14, 1997 and to $15 million from April 15, 1997
through June 30, 1997. Our basic credit line of $40 million along with a
supplemental credit line of $15 million will be sufficient to meet the
Company's cash needs during the quarter ended June 30, 1997. During fiscal
1997 to date, the Company sold commercial paper aggregating to a maximum of
$104.0 million at any one time, but did not borrow from the banks under the
aforementioned agreements. Short-term borrowings amounted to $56.0 million
at March 31, 1997.
The MoPSC approved the Company's application seeking a two year extension,
to April 21, 1999, of its previously granted authority to sell up to $50
million of additional First Mortgage Bonds. The original authorization was
for $100 million of First Mortgage Bonds of which $50 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.
In the past, the Company operated various manufactured gas plants which
produced certain by-products and residuals. After performing, at the
request of the United States Environmental Protection Agency (EPA), an
investigation of one of the Company's former manufactured gas plant sites
located in Shrewsbury, Missouri (the Shrewsbury Site) and reviewing the
results of this investigation, the Company agreed to perform a limited
removal of some contaminants on small areas of the site. As previously
reported by the Company, the Company has been discussing with the EPA and
the Missouri Department of Natural Resources (MoDNR) what additional actions
are required for the site. See the "OTHER PERTINENT MATTERS" Section of the
Company's most recent Form 10-K. At this time, given the lack of final
agreement as to what additional actions should be taken, the ultimate costs
to be incurred regarding the Shrewsbury Site remain unclear. Assuming the
Page 12<PAGE>
<PAGE>
Company performs the limited removal actions agreed to with the EPA and
those of the additional actions proposed by the EPA and MoDNR to which the
Company has no objection, the Company estimates that the overall costs will
be approximately $740,000. Currently, $539,000 of such overall costs have
been paid, and an additional $201,000 has been reserved by the Company. The
Company has notified its insurers that it intends to seek reimbursement from
them of its investigation, remediation, clean-up and defense costs. The
Company intends to seek recovery, if practicable, from any other potentially
responsible parties.
In a separate matter, MoDNR has accepted the Company's application to place
the site of a different former manufactured gas plant located in the City of
St. Louis, Missouri (which site was also used by subsequent owners as the
site of a coke manufacturing facility) in the Missouri environmental
remediation program. MoDNR's preliminary tests at the site reflect the
presence of coke and gas plant manufacturing wastes, as well as certain
heavy metal wastes. The Company and MoDNR have agreed upon the parameters
of the Company's initial investigation. The Company currently estimates
that the cost of such investigation, MoDNR oversight costs and associated
legal and engineering consulting costs relative to the site would together
approximate $75,000. Currently, $36,000 has been paid and an additional
$39,000 has been reserved on the Company's books.
The City of St. Louis, the current owner of the site, has recently received
proposals from several different groups to develop this site, and is in the
process of evaluating such proposals. Various portions of the development
proposals deal with the issue of the environmental condition of the site,
and the impact of such condition on possible development plans. Until a
development proposal is selected, the Company is unable to determine the
impact, if any, that any proposed development will have on actions to be
taken regarding the site, and the cost of any such actions. The Company has
notified its insurers that the Company intends to seek reimbursement from
them for investigation, remediation, clean-up and defense costs. The
Company has also requested that other former site owners and/or operators
participate in the cost of any site investigation, but none has yet agreed
to do so. The Company plans to seek proportionate reimbursement of all
costs incurred with respect to this site from such parties and/or any other
potentially responsible parties, to the extent practicable.
The Company is presently unable to evaluate or quantify further the scope or
cost of any environmental response activity with regard to the above two
former manufactured gas plant sites.
In the Company's most recent rate case, the Missouri Public Service
Commission (MoPSC) approved, effective September 1, 1996, the continued use
of a cost deferral mechanism, originally approved as part of a 1994 rate
case settlement, for the Company's use in applying for appropriate rate
recovery of various environmental costs in connection with former
manufactured gas plants. This authorization will be null and void if the
Company does not file to further adjust its rates by September 1, 1998; and,
in any event, the recovery of costs thus deferred may be challenged in
future rate proceedings.
Construction expenditures for the six months ended March 31, 1997 were
$19.4 million compared with $20.8 million for the same period last year.
Page 13<PAGE>
<PAGE>
Capitalization at March 31, 1997 increased $26.2 million since September
30, 1996 and consisted of 59.6% common stock equity, .4% preferred stock
equity and 40.0% long-term debt.
The seasonal effect of the Company's financial position affects the
comparison of certain balance sheet items at March 31, 1997 and at September
30, 1996 such as Accounts Receivable - Net, Natural Gas Stored Underground
For Current Use, Delayed and Advanced Customer Billings, and Accounts
Payable.
Page 14<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 15<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Item 1. Legal Proceedings
For a discussion of environmental matters, see Note 4 of the Notes
to Consolidated Financial Statements in Part I, Financial
Information.
During the quarter ended March 31, 1997, 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 Shareholders of Laclede Gas Company was
held on January 23, 1997 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
Director Nominee Voted For Voted Withheld
---------------- --------- --------------
Andrew B. Craig, III 13,549,180 236,732
C. Ray Holman 13,927,089 236,732
William E. Nasser 13,937,927 236,732
The proposal to ratify the appointment of Deloitte & Touche
LLP, Certified Public Accountants, to audit the accounts of the
Company for the fiscal year ending September 30, 1997 was passed
upon the following vote:
Shares Voted:
------------
For the proposal 13,750,871
Against the proposal 101,503
Abstain regarding the proposal 189,090
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, 1997.
Page 16<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 1, 1997 /s/ G. T. McNeive, Jr.
------------------------
G. T. McNeive, Jr.
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 17 <PAGE>
<PAGE>
Index to Exhibits
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
10.01 Amendment to the Employees' Retirement Plan 19
of Laclede Gas Company-Management Employees
adopted February 7, 1997.
10.02 Line of Credit Agreement dated January 17, 1997 22
with The Chase Manhattan Bank.
10.03 Line of Credit Agreement dated January 17, 1997 24
with Mercantile Bank of St. Louis, National
Association.
10.04 Line of Credit Agreement dated January 14, 1997 26
with The Boatmen's National Bank of St. Louis.
10.05 Line of Credit Agreement dated January 15, 1997 27
with Commerce Bank, N.A.
10.06 Three Day Additional Credit Agreement dated 29
February 28, 1997 with The Boatmen's National
Bank of St. Louis.
10.07 Extension and Further Amendment dated March 1, 30
1997 of the Supplemental Line of Credit Agreement
dated August 19, 1996 (as amended by letter dated
December 23, 1996) among the Company, The Chase
Manhattan Bank, The Boatmen's National Bank of
St. Louis and Mercantile Bank of St. Louis,
National Association.
27 Financial Data Schedule UT 43
Page 18
Date: February 7, 1997
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.
Page 19<PAGE>
<PAGE>
AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF
LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
-----------------------------------------------
1. Effective October 1, 1989, the following new sentences are added at the
end of Section 1.1-10 as follows:
"For purposes of applying the annual compensation limit, the family
unit of an Employee, who is either a five percent (5%) owner or who is
both a highly compensated Employee and one of the ten most highly
compensated Employees during the year, will be treated as a single
Employee. For this purpose, a family unit is the Employee who is a
five percent (5%) owner or is both a highly compensated Employee and
one of the ten most highly compensated Employees, the Employee's spouse
and the Employee's lineal descendants who have not attained age
nineteen (19) before the close of the year. The limit as described in
the preceding two sentences shall expire on September 30, 1997."
2. Effective October 1, 1982, paragraph L. of Section 3.7 is amended in
its entirety as follows:
"L. For purposes of the limitations in A. and I. above, all defined
benefit plans of the Company or a Related Company, whether or not
terminated, are to be treated as one defined benefit plan. For
purposes of the limitation in I. above, all defined contribution
plans of the Company or a Related Company, whether or not
terminated, are to be treated as one defined contribution plan."
3. Effective December 22, 1987, paragraph C. of Section 10.3 is amended in
its entirety as follows:
"C. Qualified Status. Each contribution shall be conditioned on the
----------------
initial qualification of the Plan under the Internal Revenue Code,
as amended. If such qualification is denied by the Internal
Revenue Service, such contribution must be returned to the Company
within one year after the date of such disallowance."
4. Effective October 1, 1989, the table under paragraph (b) of Section
15.8 is replaced with the following table:
Vested Portion of
"Years of Service Accrued Benefit
---------------- -----------------
less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 or more 100%"
5. Effective October 1, 1989, the last sentence of paragraph (c) of
Section 15.8 is deleted and such existing last sentence is replaced in
its entirety, and a new sentence is added at the end of paragraph (c)
of Section 15.8 as follows:
Page 20<PAGE>
<PAGE>
"If the Plan becomes Top-Heavy and subsequently ceases to be Top-Heavy,
the vesting schedule set forth in paragraph (b) of this Section shall
automatically cease to apply, and the vesting schedule set forth in
Section 8.1 above shall apply, with respect to the entire Accrued
Benefit; except that any Employee with three or more Years of Service
will be given the option of remaining under the vesting schedule
provided in paragraph (b) of this Section 15.8. In the event that the
Plan becomes Top-Heavy and then subsequently ceases to be Top-Heavy,
the nonforfeitable percentage of the Employee's Accrued Benefit which
shall have vested under this Section 15.8 before the Plan ceased to be
Top-Heavy will not be decreased."
ROBERT C. JAUDES
-------------------------------
Title: Chairman, President and
Chief Executive Officer
GERALD T. MCNEIVE, JR.
-------------------------------
Title: Senior Vice President -
Finance
Page 21
The Chase Manhattan Bank
One Chase Manhattan Plaza, 3rd Floor
New York, NY 10081
January 17, 1997
Mr. Ronald L. Krutzman
Treasurer
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
Dear Ron:
The Chase Manhattan Bank (the "Bank) is pleased to advise you that it is
prepared to offer a line of credit to Laclede Gas Company (the "Company") up
to the maximum amount of $10,000,000. The Bank will consider requests for
advances under the line of credit until January 31, 1998. The purpose of
the line of credit is general corporate purposes. Accordingly, our officers
may, at their discretion, make short term loans to the Company on such terms
as may be mutually agreed upon from time to time.
Notes issued under this arrangement shall mature not more than ninety days
(90) from date of issuance. Notes maturing after January 31, 1998, may be
renewed in whole or in part provided no notes mature later than June 30,
1998. 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 the Company
whether or not they are guaranteed by the Company are excluded from this
arrangement and shall not be charged against the credit stated above.
This letter constitutes the entire understanding between the Bank and the
Company, supersedes all prior discussions and replaces the Bank's letter to
you dated January 16, 1996 regarding a line of credit.
Nothing in this letter is intended to alter the arrangement set forth in the
agreement dated December 23, 1996 or the availability of up to $45,000,000
of advances thereunder from the Bank on the terms set forth in said December
23, 1996 Agreement.
Please acknowledge your understanding of the above by signing and returning
the attached copy of this letter by February 15, 1997.
The Chase Manhattan Bank
/s/ Michiel V.M. van der Voort
Michiel V.M. van der Voort
Vice President
Page 22<PAGE>
<PAGE>
Acknowledged:
Laclede Gas Company
By: /s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treasurer
Page 23
Mercantile Bank of St. Louis N. A.
Mercantile Tower
P.O. Box 524
St. Louis, MO 63166-0524
314-425-2525
January 17, 1997
Mr. Ronald L. Krutzman
Treasurer and Assistant Secretary
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
Dear Ron:
Mercantile Bank of St. Louis National Association is pleased to provide a
$10,000,000 line of credit maturing January 31, 1998 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 whole note is outstanding with a maturity before January 31,
1998, the note shall be renewed in whole or in part provided no note shall
mature later than January 31, 1998.
Interest shall be payable at maturity or on date of repayment. Interest
shall be computed on the basis of actual 365/366 for prime borrowings and
actual 360 basis for IBOR or 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 December 23, 1996 or the availability of up to
$22,500,000 of advances thereunder from Mercantile Bank of St. Louis
National Association on the terms set forth in said December 23, 1996
agreement.
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/ Timothy W. Hassler
Name: Timothy W. Hassler
Title: Assistant Vice President
Page 24<PAGE>
<PAGE>
Accepted this 17th day of January, 1997
LACLEDE GAS COMPANY
By: /s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treasurer and Assistant Secretary
Page 25
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
January 14, 1997
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, 1998, and to
provide funds for general corporate purposes, we are asking you to make
available to us until January 31, 1998, 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, 1998, may be renewed in
whole or in part provided no note shall mature later than June 30, 1998.
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 December 23, 1996, or the availability of up to
$22,500,000.00 of advances thereunder from The Boatmen's National Bank on
the terms set forth in said December 23, 1996 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/ Ronald L. Krutzman
Treasurer & Asst. Secretary
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By /s/ Thomas C. Guyton
Vice President
RLK/dkk
Page 26
Commerce Bank
8000 Forsyth Boulevard
St. Louis, MO 63105-1797
(314) 726-2255
January 15, 1997
Mr. Ronald Krutzman, Treasurer
Laclede Gas Company
720 Olive
St. Louis, MO 63101
Dear Mr. Krutzman:
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, 1998
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, 1998, may be renewed in whole or part provided no
note matures later than June 30, 1998. Interest shall be
payable at maturity on or the date of any prepayment. Notes
issued under this arrangement may be prepaid at any time
without penalty.
Collateral: Unsecured
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.
Page 27<PAGE>
<PAGE>
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/ John J. Thiebauth
John J. Thiebauth
Executive Vice President
JJT:jc
Accepted and approved this 16th day of January, 1997.
LACLEDE GAS COMPANY
By: /s/ Ronald L. Krutzman
Page 28
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
February 28, 1997
Mr. Thomas C. Guyton, Vice President
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, MO 63166-0236
Dear Mr. Guyton:
This letter sets forth the agreement (the "Three-Day Additional Credit
Agreement") between Laclede Gas Company ("Laclede") and the Boatmen's
National Bank of St. Louis ("Boatmen's") whereby Boatmen's agrees to extend
to Laclede for three days March 1, 1997 through March 3, 1997, an additional
line of credit in the amount of Five Million Dollars ($5,000,000), with any
borrowing thereunder to mature on March 4, 1997 and to bear the same rate of
interest as the "Alternate Base Rate", as defined in that supplemental line
of credit agreement among Laclede, Boatmen's, the Chase Manhattan Bank, and
Mercantile Bank of St. Louis National Association which was originally
entered into on August 19, 1996 and has since been amended and extended
(such supplemental line of credit agreement, as heretofore supplemented and
amended, being hereinafter called the "Line of Credit Agreement"). In the
event Laclede makes a request for an advance of funds under this Three-Day
Additional Credit Agreement, Laclede shall execute an appropriate promissory
note similar (to the extent appropriate) in form to the form of promissory
note attached as Exhibit A to the Line of Credit Agreement.
This Three-Day Additional Line of Credit Agreement shall in no way limit or
reduce any funds otherwise available to Laclede under the terms of the
Supplemental Line of Credit Agreement, or under the $10 million line of
credit between Laclede and Boatmen's evidenced by letter of Laclede to
Boatmen's dated January 14, 1997.
Please indicate acceptance of this Three-Day Additional Credit Agreement by
signing in the appropriate space below, and on the enclosed duplicate
original of this letter, and returning to Laclede the signed duplicate
original of this letter.
Very truly yours,
LACLEDE GAS COMPANY
By: /s/ R. L. Krutzman
Name: R. L. Krutzman
Title: Treasurer and Assistant Secretary
Accepted and Agreed to as of
the day first written above:
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: /s/ Thomas C. Guyton
Name: Thomas C. Guyton
Title: Vice President
Page 29
March 1, 1997
The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, New York 10081
Attention: Mr. Jaimin Patel
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63166-0236
Attention: Mr. Thomas C. Guyton
Mercantile Bank of St. Louis National Association
#1 Mercantile Center, 12th Floor
P.O. Box 524
St. Louis, Missouri 63101
Attention: Mr. Timothy W. Hassler
Gentlemen:
Re: Extension and further amendment of the line of credit agreement dated
August 19, 1996, as amended by letter dated December 23, 1996, among Laclede
Gas Company (the "Company" or "Laclede"), The Chase Manhattan Bank
("Chase"), The Boatmen's National Bank of St. Louis ("Boatmen's") and
Mercantile Bank of St. Louis National Association ("Mercantile") (each a
"Bank" and collectively the "Banks". Said line of credit agreement, as
previously amended shall hereinafter be 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, 1997 to April 1, 1997, 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, 1997.
Page 30<PAGE>
<PAGE>
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1997
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 March 1,
1997, 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 $40 million:
Name of Bank Maximum Amount
------------ --------------
Chase $20,000,000
Boatmen's $10,000,000
Mercantile $10,000,000
2. NEW TERMINATION DATE. The phrase "Termination Date" as
defined in the Line of Credit Agreement is hereby amended from March
1, 1997 to April 1, 1997. Accordingly, all references in the Line of
Credit Agreement to the Termination Date shall hereafter refer to
April 1, 1997.
3. NEW FORM OF NOTE. Each executed Note in the form of
Exhibit A to the Line of Credit Agreement 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, 1996, in the financial
condition of Laclede.
5. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT.
Subject only to the amendments expressly set forth in numbered
Paragraphs 1 through 4 above, the Line of Credit Agreement is hereby
ratified, confirmed and approved in all respects. Without limiting
the generality of the foregoing, the interest rate on LIBO Rate
Advances and the Facility Fee shall remain as specified in
Paragraphs 6 and 7 of the Line of Credit Agreement.
Page 31<PAGE>
<PAGE>
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1997
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 amend 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.
THE CHASE MANHATTAN BANK
By: /s/ Ronald Potter
Name: Ronald Potter
Title: Managing Director
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/ Timothy W. Hassler
Name: Timothy W. Hassler
Title: Assistant Vice President
Page 32<PAGE>
<PAGE>
EXHIBIT A
NOTE
$ ,000,000 New York, New York
March 1, 1997
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 August 19, 1996, as amended by
an amendatory agreement dated December 23, 1996, and as further amended by
an amendatory agreement dated March 1, 1997 (said letter agreement, as thus
amended, being hereinafter called the "Line of Credit Agreement") between
the Company, the Bank and certain other banks, the aggregate unpaid
principal amount of each Advance (as defined in the Line of Credit
Agreement) made by the Bank to which such Interest Period relates; and (b)
on April 1, 1997, the lesser of $ and the aggregate principal
amount of all Advances made by the Bank under the Line of Credit Agreement
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 of Credit Agreement.
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 33<PAGE>
<PAGE>
NOTE
$20,000,000 New York, New York
March 1, 1997
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of the
Chase Manhattan 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 August 19,
1996, as amended by an amendatory agreement dated December 23, 1996, and as
further amended by an amendatory agreement dated March 1, 1997 (said letter
agreement, as thus amended, being hereinafter called the "Line of Credit
Agreement"), between the Company, the Bank and certain other banks, the
aggregate unpaid principal amount of each Advance (as defined in the Line of
Credit Agreement) made by the Bank to which such Interest Period relates;
and (b) on April 1, 1997, the lesser of $20,000,000 and the aggregate
principal amount of all Advances made by the Bank under the Line of Credit
Agreement 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 of Credit Agreement.
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: /s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treas. & Asst. Secy.
Page 34<PAGE>
<PAGE>
Loans by and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Name of
Payments Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- --------------------------------------------------------------------------
Page 35<PAGE>
<PAGE>
THE CHASE MANHATTAN BANK
March 1, 1997
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof, (said letter agreement, as thus amended, being hereinafter called
the "Line of Credit Agreement") among the Chase Manhattan Bank ("Chase"),
certain other banks and Laclede Gas Company ("Laclede") providing for
advances by Chase to Laclede in an aggregate principal amount at any time
outstanding not to exceed $20,000,000. Chase confirms that nothing in the
Line of Credit Agreement is intended to alter the arrangements set forth in
the letter of Chase to Laclede dated January 17, 1997, or the availability
of up to $10,000,000 of advances thereunder on the terms set forth therein.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/ Ronald Potter
Name: Ronald Potter
Title: Managing Director
Page 36<PAGE>
<PAGE>
NOTE
$10,000,000 New York, New York
March 1, 1997
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 August 19, 1996, as amended by an amendatory agreement
dated December 23, 1996, and as further amended by an amendatory agreement
dated March 1, 1997 (said letter agreement, as thus amended, being
hereinafter called the "Line of Credit Agreement"), between the Company, the
Bank and certain other banks, the aggregate unpaid principal amount of each
Advance (as defined in the Line of Credit Agreement) made by the Bank to
which such Interest Period relates; and (b) on April 1, 1997, the lesser of
$10,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line of Credit Agreement 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 of Credit Agreement.
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: /s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treas. & Asst. Secy.
Page 37<PAGE>
<PAGE>
Loans by and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Name of
Payments Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- --------------------------------------------------------------------------
Page 38<PAGE>
<PAGE>
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
March 1, 1997
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof (said letter agreement, as thus amended, being hereinafter called the
"Line of Credit 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 $10,000,000. Boatmen's
confirms that nothing in the Line of Credit Agreement is intended to alter
the arrangements set forth in the letter of Laclede to Boatmen's dated
January 14, 1997, 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: /s/ Thomas C. Guyton
Name: Thomas C. Guyton
Title: Vice President
Page 39<PAGE>
<PAGE>
NOTE
$10,000,000 New York, New York
March 1, 1997
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 August 19, 1996, as amended by an amendatory agreement
dated December 23, 1996, and as further amended by an amendatory agreement
dated March 1, 1997 (said letter agreement, as thus amended, being
hereinafter called the "Line of Credit Agreement"), between the Company, the
Bank and certain other banks, the aggregate unpaid principal amount of each
Advance (as defined in the Line of Credit Agreement) made by the Bank to
which such Interest Period relates; and (b) on April 1, 1997, the lesser of
$10,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line of Credit Agreement 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 of Credit Agreement.
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: /s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treas. & Asst. Secy.
Page 40<PAGE>
<PAGE>
Loans by and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Name of
Payments Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- --------------------------------------------------------------------------
Page 41<PAGE>
<PAGE>
THE MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
March 1, 1997
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary
Laclede Gas Company
Dear Sirs:
Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof (said letter agreement, as thus amended, being hereinafter called the
"Line of Credit 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 $10,000,000.
Mercantile confirms that nothing in the Line of Credit Agreement is intended
to alter the arrangements set forth in the letter of Mercantile to Laclede
dated January 17, 1997, 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: /s/ Timothy W. Hassler
Name: Timothy W. Hassler
Title: Assistant Vice President
Page 42
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 458,945
<OTHER-PROPERTY-AND-INVEST> 25,424
<TOTAL-CURRENT-ASSETS> 176,553
<TOTAL-DEFERRED-CHARGES> 91,538
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 752,460
<COMMON> 19,423
<CAPITAL-SURPLUS-PAID-IN> 37,188
<RETAINED-EARNINGS> 210,382
<TOTAL-COMMON-STOCKHOLDERS-EQ> 266,993
1,960
0
<LONG-TERM-DEBT-NET> 179,380
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 56,000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 248,127
<TOT-CAPITALIZATION-AND-LIAB> 752,460
<GROSS-OPERATING-REVENUE> 457,896
<INCOME-TAX-EXPENSE> 21,857
<OTHER-OPERATING-EXPENSES> 389,314
<TOTAL-OPERATING-EXPENSES> 411,171
<OPERATING-INCOME-LOSS> 46,725
<OTHER-INCOME-NET> 856
<INCOME-BEFORE-INTEREST-EXPEN> 47,581
<TOTAL-INTEREST-EXPENSE> 9,969
<NET-INCOME> 37,612
49
<EARNINGS-AVAILABLE-FOR-COMM> 37,563
<COMMON-STOCK-DIVIDENDS> 11,413
<TOTAL-INTEREST-ON-BONDS> 7,084
<CASH-FLOW-OPERATIONS> 37,617
<EPS-PRIMARY> 2.14
<EPS-DILUTED> 2.14
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 43
</TABLE>
