UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 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 7/31/97.
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 Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Utility Operating Revenues $84,191 $86,022 $542,087 $499,240
----------------- ------------------
Utility Operating Expenses:
Natural and propane gas 38,016 43,241 330,398 293,762
Other operation expenses 21,217 20,301 65,464 63,502
Maintenance 4,607 4,366 13,632 13,799
Depreciation and amortization 6,426 6,223 19,375 18,434
Taxes, other than income taxes 8,956 9,620 39,667 37,515
Income taxes (Note 3) 244 (823) 22,101 22,227
----------------- ------------------
Total Utility Operating Expenses 79,466 82,928 490,637 449,239
----------------- ------------------
Utility Operating Income 4,725 3,094 51,450 50,001
Miscellaneous Income and Income
Deductions - Net (less
applicable income taxes) (Note 3) 602 621 1,458 2,996
----------------- ------------------
Income Before Interest Charges 5,327 3,715 52,908 52,997
----------------- ------------------
Interest Charges:
Interest on long-term debt 3,543 3,542 10,627 10,396
Other interest charges 972 572 3,857 3,221
----------------- ------------------
Total Interest Charges 4,515 4,114 14,484 13,617
----------------- ------------------
Net Income (Loss) 812 (399) 38,424 39,380
Dividends on Preferred Stock 24 24 73 73
----------------- ------------------
Earnings Applicable to Common Stock $ 788 $ (423) $ 38,351 $ 39,307
================== ==================
Average Number of Common
Shares Outstanding 17,558 17,558 17,558 17,512
Earnings Per Share of Common Stock $ .04 $(.02) $2.18 $2.24
Dividends Declared Per Share
of Common Stock $.325 $.315 $.975 $.945
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
June 30 Sept. 30
1997 1996
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $782,845 $780,001
Less: Accumulated depreciation and amortization 320,494 327,836
--------------------
Net Utility Plant 462,351 452,165
--------------------
Other Property and Investments 25,647 24,265
--------------------
Current Assets:
Cash and cash equivalents 4,778 4,360
Accounts receivable - net 56,667 45,578
Materials, supplies, and merchandise at avg cost 5,408 5,634
Natural gas stored underground for current use
at LIFO cost 24,006 58,769
Propane gas for current use at FIFO cost 12,463 12,655
Prepayments 2,604 1,910
Deferred income taxes 8,010 4,477
Delayed customer billings 8,464 -
--------------------
Total Current Assets 122,400 133,383
--------------------
Deferred Charges 97,373 79,582
--------------------
Total Assets $707,771 $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>
June 30 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 205,464 184,232
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 262,075 240,843
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 179,397 179,346
--------------------
Total Capitalization 443,432 422,149
--------------------
Current Liabilities:
Notes payable 34,500 59,600
Accounts payable 29,280 20,637
Refunds due customers 250 1,248
Advance customer billings - 6,231
Taxes accrued 18,906 10,212
Unamortized purchased gas adjustments 6,027 26,744
Other 18,837 21,776
--------------------
Total Current Liabilities 107,800 146,448
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 92,463 78,149
Unamortized investment tax credits 7,367 7,669
Other 56,709 34,980
--------------------
Total Deferred Credits and Other Liabilities 156,539 120,798
--------------------
Total Capitalization and Liabilities $707,771 $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>
Nine Months Ended
June 30,
1997 1996
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 38,424 $ 39,380
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 19,405 18,475
Deferred income taxes and investment tax credits 3,065 (12,748)
Other - net (116) 55
Changes in assets and liabilities:
Accounts receivable - net (11,089) (13,271)
Unamortized purchased gas adjustments (20,717) 9,557
Deferred purchased gas costs 21,015 33,149
Delayed customer billings - net (14,695) (26,671)
Accounts payable 8,643 3,622
Refunds due customers (998) (2,763)
Taxes accrued 8,694 13,595
Natural gas stored underground 34,763 18,433
Other assets and liabilities (13,889) (8,322)
--------------------
Net cash provided by operating activities $ 72,505 $ 72,491
--------------------
Investing Activities:
Construction expenditures (31,491) (32,231)
Investments - non-utility (1,708) 104
Employee benefit trusts 478 -
Other 2,750 (462)
--------------------
Net cash used in investing activities $(29,971) $(32,589)
--------------------
Financing Activities:
Repayment of short-term debt (25,100) (47,500)
Issuance of common stock - 2,972
Dividends paid (17,016) (16,491)
Issuance of first mortgage bonds - 25,000
Other - (201)
--------------------
Net cash used in financing activities $(42,116) $ (36,220)
---------------------
Net Increase in Cash and Cash Equivalents $ 418 $ 3,682
Cash and Cash Equivalents at Beginning of Period 4,360 1,555
--------------------
Cash and Cash Equivalents at End of Period $ 4,778 $ 5,237
====================
Supplemental Disclosure of Cash Paid
During the Period for:
Interest $17,115 $15,669
Income taxes 9,249 19,399
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 6<PAGE>
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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 Nine Months Ended
June 30, June 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Utility Operations
Current:
Federal $(5,730) $ (880) $16,276 $29,763
State and local (974) (159) 2,742 4,992
Deferred:
Federal 5,875 136 2,445 (10,834)
State and local 1,073 80 638 (1,694)
----------------- -----------------
Subtotal $ 244 $ (823) $22,101 $22,227
----------------- -----------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 57 $ (207) $ 279 $ 503
State and local 40 (17) 60 74
Deferred:
Federal (50) (122) (16) (191)
State and local (7) (18) (2) (29)
----------------- -----------------
Subtotal $ 40 $ (364) $ 321 $ 357
----------------- -----------------
Total $ 284 $ (1,187) $22,422 $22,584
================= =================
</TABLE>
Page 7<PAGE>
<PAGE>
4. The Company's Gas Supply Incentive Plan, which became effective October
1, 1996 as part of the settlement reached in the Company's last rate
case, continues to provide significant benefits for both the Company's
share owners and customers. Under the Plan, the Company 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. As part of this
Plan, the Company sells gas supply and pipeline capacity in markets
outside of its normal service territory. Results of the Plan are set
forth below:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 1997 June 1997
------------------ -----------------
(Thousands of Dollars)
<S> <C> <C>
Incentive Plan Revenues $6,916 $27,920
Incentive Plan Gas Expense 5,229 22,634
------ -------
Income Before Income Taxes $1,687 $ 5,286
====== =======
</TABLE>
5. 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, $540,000 of such overall costs have
been paid, and an additional $200,000 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.
Page 8 <PAGE>
<PAGE>
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 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.
6. Certain prior-period amounts have been reclassified to conform to
current-period presentation.
7. 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
RESULTS OF OPERATIONS
For the quarter ended June 30, 1997, the Company recorded a positive
earnings level of $.04 per share compared with a loss of $.02 per share for
the same quarter last year. The $.06 per share increase was directly
attributable to earnings produced by the Gas Supply Incentive Plan, which
became effective October 1, 1996, and includes the sale of gas and pipeline
capacity to non-traditional markets. The benefit of higher general rate
levels (placed in effect September 1, 1996) was essentially offset by higher
operating expenses.
Utility operating revenues for the quarter ended June 30, 1997 were $84.2
million compared with $86.0 million for the quarter ended June 30, 1996.
The $1.8 million, or 2.1%, decrease was principally due to lower wholesale
gas costs (which are passed on to Laclede's customers under the Company's
Purchased Gas Adjustment Clause), largely offset by revenues related to the
aforementioned Incentive Plan and higher general rate levels (placed in
effect September 1, 1996). System therms sold and transported decreased by
4.3 million therms, or 2.6%, below the quarter ended June 30, 1996.
Utility operating expenses for the quarter ended June 30, 1997 decreased by
$3.5 million, or 4.2%, below the same quarter last year. Natural and
propane gas expense this quarter decreased $5.2 million, or 12.1%, below
last year mainly due to decreased rates charged by the Company's suppliers
and slightly lower volumes purchased for sendout, partially offset by gas
expense related to the aforementioned Incentive Plan. Other operation and
maintenance expenses increased $1.2 million, or 4.7%, principally due to
lower gains applicable to lump-sum pension settlements, higher wage rates,
increased distribution charges and other increases in the cost of doing
business. These factors were partially offset by lower net pension costs.
Depreciation and amortization expense increased 3.3% primarily due to
additional property. Taxes, other than income taxes, decreased 6.9% mainly
due to lower gross receipts taxes (reflecting decreased revenues), partially
offset by higher real estate and personal property taxes this quarter. The
$1.1 million increase in income taxes is principally due to higher taxable
income.
Miscellaneous income and income deductions was essentially the same as the
corresponding period last year. In May 1997, Laclede completed the sale of
certain oil and gas properties for $3.3 million, resulting in the
recognition of a modest gain on such sale. Most of the properties sold were
assets which had originally been acquired during the 1970s to provide a
source of gas for the Company during an era of gas shortages and
curtailments. Laclede has not been active in oil and gas exploration and
development for a number of years. The benefit of the gain was mostly
offset by reduced subsidiary income. The 9.7% increase in interest expense
is mainly due to increased short-term interest expense reflecting higher
borrowings.
Page 10<PAGE>
<PAGE>
Earnings for the nine months ended June 30, 1997 were $2.18 per share
compared with $2.24 per share for the corresponding period last year. The
$.06 per share decrease in earnings was primarily due to lower consumption
by the Company's heating customers in response to sharply higher gas prices
which were in effect for the first part of the winter, the effect of income
from off system sales recorded during the same period last year and
increased operating expenses. These decreases were only partially offset by
the benefits of the Incentive Plan and last year's rate settlement (which
resulted in higher general rate levels effective September 1, 1996). The
Incentive Plan, which became effective October 1, 1996 as part of the
settlement reached in the Company's last rate case, continues to provide
significant benefits for both the Company's share owners and customers.
Under the Plan, Laclede and its customers share in certain gains and losses,
as measured against benchmark levels of gas costs, related to the
acquisition, utilization, and management of the Company's gas supply assets.
As part of this Plan, the Company sells gas supply and pipeline capacity in
markets outside of its normal service territory. Such activity has been
significant. For instance, gas purchases made for sales outside of the
Company's service territory during March 1997 exceeded the amount of gas
purchases made by the Company for consumption in its own service territory.
To date, the Company has achieved overall gas cost savings of about $24.2
million, resulting in savings to Laclede's customers of $18.9 million and
contributing about $5.3 million pre-tax income to the Company.
Utility operating revenues for the first nine months of fiscal year 1997
increased $42.8 million, or 8.6%, 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), Incentive Plan revenues and the September 1, 1996
general rate increase. These increases were partially offset by lower gas
sales volumes (arising mainly from lower customer consumption patterns).
System therms sold and transported decreased by 54.2 million therms, or
5.2%, below the level experienced during the nine months ended June 30,
1996.
Utility operating expenses for the nine months ended June 30, 1997 increased
by $41.4 million, or 9.2%, above last year. Natural and propane gas expense
during the first nine months of fiscal year 1997 increased $36.6 million, or
12.5%, above last year mainly due to higher rates charged by our suppliers
and gas expense associated with the aforementioned Incentive Plan. These
increases were partially offset by reduced volumes purchased for sendout
(resulting from lower customer consumption patterns). Other operation and
maintenance expenses increased $1.8 million, or 2.3%, 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, a lower provision for
uncollectible accounts and reduced maintenance charges. Depreciation and
amortization expense increased 5.1% primarily due to additional property.
Taxes, other than income taxes, increased 5.7% principally due to higher
real estate and personal property taxes and higher gross receipts taxes
(mainly reflecting increased revenues).
Page 11<PAGE>
<PAGE>
Miscellaneous income and income deductions for the first nine months of
fiscal 1997 decreased $1.5 million below the same period last year 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 6.4% 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.
On June 25, 1997, the Company and Union representatives reached a new three-
year labor agreement replacing the prior agreement which was to expire July
31, 1997. The new contract extends through July 31, 2000. The settlement
resulted in wage increases of 2.5% in all three years, along with lump sum
payment provisions and other benefit improvements.
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 July 31, 1997. Such line was increased to $25 million on August 1,
1997 and extends through August 31, 1997. Our basic credit line of $40
million along with a supplemental credit line of $25 million will be
sufficient to meet the Company's cash needs through the period ended August
31, 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 $34.5 million at June 30, 1997.
The Missouri Public Service Commission 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.
Page 12<PAGE>
<PAGE>
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
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, $540,000 of such overall costs have
been paid, and an additional $200,000 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 13<PAGE>
<PAGE>
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.
The Company's Purchased Gas Adjustment (PGA) Clause provides for changes in
the prices of wholesale gas costs to be passed on to the Company's
customers. Under new procedures approved by the Missouri Public Service
Commission (MoPSC) in July 1997, the Company will make only two scheduled
PGA filings each year, one for the winter period and one for the summer. In
addition, the Company may make one unscheduled adjustment during the winter
if significant, unforeseen increases or decreases in gas costs occur. The
new procedures also authorize the Company to purchase financial instruments
that should protect the Company and its customers from any unusually large
winter period gas price increases. The cost of purchasing these instruments
will be recoverable by the Company through the operation of the PGA Clause.
These new procedures will provide better gas price stability for the
Company's customers.
Construction expenditures for the nine months ended June 30, 1997 were
$31.5 million compared with $32.2 million for the same period last year.
Capitalization at June 30, 1997 increased $21.3 million since September
30, 1996 and consisted of 59.1% common stock equity, .4% preferred stock
equity and 40.5% long-term debt.
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 5 of the Notes
to Consolidated Financial Statements in Part I, Financial
Information.
During the quarter ended June 30, 1997, there were no new legal
proceedings required to be disclosed.
Item 5. Other Information
On May 22, 1997 the Board of Directors of Laclede Gas Company
selected ChaseMellon Shareholder Services, L.L.C. ("CMSS") to
serve, effective August 1, 1997, as transfer agent, as well as in
various other capacities including rights agent, with regard to
shareholders' stock interests in the Company. CMSS will succeed
Boatmen's Trust Company ("Boatmen's") in these capacities. This
change was necessitated by the fact that Boatmen's will no longer
be providing these types of services.
On July 24, 1997, the Company's Board of Directors amended the
Company's By-laws, effective at the close of business on July 24,
1997, by adding to Article III thereof a new Section 8, relating to
the nomination by shareholders of persons to stand for election as
directors, and a new Section 9, relating to proposals by
shareholders. Under these By-law provisions, notice of shareholder
proposals or nominations for annual meetings must, among other
things, normally be submitted in writing to the Corporate Secretary
not less than sixty (60) nor more than ninety (90) days prior to
the anniversary date of the prior year's annual meeting of
shareholders, and must contain certain specified items of pertinent
information. The amendments are included as Exhibit 3 to this
Report and are incorporated herein by reference. The foregoing
description of the By-Law amendments is qualified in its entirety
by reference to said Exhibit 3.
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 June 30, 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: July 31, 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
- ------- ------- ------------
3.0 Amendments to the Company's By-Laws, effective 19
at the close of business on July 24, 1997,
adopted by the Company's Board of Directors on
July 24, 1997.
4.1 Amendments to the Laclede Gas Company Salary 22
Deferral Savings Plan adopted April 21, 1997.
4.2 Amendments to the Laclede Gas Company Wage 27
Deferral Savings Plan adopted April 21, 1997.
4.3 Amendments to the Missouri Natural Gas Division 31
of Laclede Gas Company Dual Savings Plan adopted
April 21, 1997.
10.1 April 1, 1997 supplemental line of credit 36
agreement with The Chase Manhattan Bank.
10.2 April 15, 1997 supplemental line of credit 38
agreement with the Chase Manhattan Bank.
10.3 April 30, 1997 supplemental line of credit 40
agreement with The Chase Manhattan Bank.
10.4 July 1, 1997 supplemental line of credit agreement 42
with the Chase Manhattan Bank.
27 Financial Data Schedule UT 44
Page 18
New Sections 8 and 9 are hereby added to Article III of Laclede Gas
Company's By-Laws, effective the close of business on July 24, 1997, reading
as follows:
Section 8. Notice of Stockholder Nominees for Directors. Only persons who
are nominated in accordance with the procedures set forth in this Section 8
shall be eligible for election as directors of the Company. Nominations of
persons for election to the Board of Directors of the Company may be made:
(a) by or at the direction of the Board of Directors; or (b) at a meeting of
stockholders by any stockholder of the Company entitled to vote at such
meeting for the election of directors and who complies with the procedures
set forth in this Section 8. All nominations by stockholders shall be made
pursuant to timely notice in proper written form to the Secretary of the
Company, as hereinafter described.
To be timely, a stockholder's notice shall be delivered or mailed to, and
received by, the Secretary of the Company at the principal executive offices
of the Company: (a) in the case of an annual meeting of stockholders, not
less than 60 days nor more than 90 days prior to the first anniversary date
of the immediately preceding year's annual meeting of stockholders (the
"Anniversary Date"); provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after
the Anniversary Date, notice by the stockholder to be timely must be
received not earlier than 90 days prior to the date of the annual meeting
and not later than the later of (i) 60 days prior to the date of the annual
meeting, or (ii) 10 days following the date on which public announcement of
the date of the annual meeting is first made by the Company; and (b) in the
case of a special meeting of stockholders, not less than 25 days prior to
the date of the meeting; provided, however, that if less than 25 days'
notice or prior public announcement of the date of the meeting is given or
made to stockholders by the Company, notice by the stockholder to be timely
must be so received not later than the tenth day following the day on which
such notice of the date of the meeting was mailed or such public
announcement was made. In no event shall the public announcement of an
adjournment of a stockholders' meeting commence a new time period for the
giving of a stockholder's notice as described in this Section 8. For
purposes of this Section 8, and for the purpose of Section 9 of this Article
III, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or a comparable national
news service or in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to the Section 13, 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (hereinafter, in this
Section 8, and in Section 9 of this Article III, called the "Exchange Act"),
or any successor law or agency rule.
To be in proper written form, any stockholder's notice shall set forth in
writing: (a) as to each person whom the stockholder proposes to nominate for
election (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person for the
previous five years, (iii) the class and number of shares of the Company's
capital stock beneficially owned by such person, (iv) such person's written
consent to being named in a proxy statement as a nominee and to serving as a
director if elected, and (v) any other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (or any successor law or agency rule); and (b) as to
each stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made ("Relevant Beneficial Owner"): (i) the
Page 19<PAGE>
<PAGE>
name and address, as they appear on the Company's stockholder records, of
such stockholder and any such Relevant Beneficial Owner; and (ii) the class
and number of shares of the Company's capital stock which are owned
beneficially and of record by such stockholder and any such Relevant
Beneficial Owner. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish
to the Secretary of the Company that information which pertains to the
nominees and required to be set forth in a stockholder's notice of
nomination.
In the event that a stockholder seeks to nominate one or more directors, the
Chairman of the Board of Directors shall determine whether a stockholder has
complied with this Section 8. If the Chairman of the Board of Directors
shall determine that a stockholder has not complied with this Section 8,
such Chairman shall declare to the meeting that the nomination was not made
in accordance with the procedures prescribed by the By-Laws of the Company,
and the defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Section 8, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and
regulations thereunder (or any successor law or agency rule) with respect to
the matters set forth in this Section 8. Nothing in this Section 8 shall be
deemed to affect any rights of holders of any series of Preferred Stock to
elect directors under specified circumstances, as provided in the Company's
Articles of Incorporation.
Section 9. Procedures for Submission of Stockholder Proposals at
Stockholders' Meetings. At any meeting of the stockholders of the Company,
only such business shall be conducted as shall have been brought before the
meeting: (i) by or at the direction of the Board of Directors; or (ii) by
any stockholder of the Company entitled to vote on such business at such
meeting who complies with the procedures set forth in this Section 9. For
business properly to be brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Company and must otherwise be a proper matter for
stockholder action.
To be timely, a stockholder's notice shall be delivered or mailed to, and
received by, the Secretary of the Company at the principal executive offices
of the Company: (a) in the case of an annual meeting of stockholders, not
less than 60 days nor more than 90 days prior to the first anniversary date
of the immediately preceding year's annual meeting of stockholders (the
"Anniversary Date"); provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after
the Anniversary Date, notice by the stockholder to be timely must be so
received not earlier than 90 days prior to the date of the annual meeting
and not later than the later of (i) 60 days prior to the date of the annual
meeting, or (ii) 10 days following the date on which public announcement of
the date of the annual meeting is first made by the Company; and (b) in the
case of a special meeting of stockholders, not less than 25 days prior to
the date of the meeting; provided, however, that if less than 25 days'
notice or prior public announcement of the date of the meeting is given or
made to stockholders by the Company, notice by the stockholder to be timely
must be so received not later than the tenth day following the day on which
such notice of the date of the meeting was mailed or such public
announcement was made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described in this Section 9.
To be in proper written form, any stockholder's notice to the Secretary of
the Company shall set forth as to each matter the stockholder proposes to
Page 20<PAGE>
<PAGE>
bring before the meeting of stockholders: (i) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting; (ii) the name and address, as they
appear on the Company's stockholder records, of the stockholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal
is made; (iii) the class and number of shares of the Company's capital stock
which are owned beneficially and of record by the stockholder and any such
beneficial owner; and (iv) any material interest of the stockholder and any
such beneficial owner, in such business.
Notwithstanding anything in these By-Laws to the contrary, no business shall
be conducted at a meeting of stockholders, except in accordance with the
procedures set forth in Section 8 or this Section 9 of the Company's By-
Laws. The Chairman of the Board of Directors shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 9, and,
if he should so determine and declare, any such business not properly
brought before the meeting shall be disregarded. Notwithstanding any of the
foregoing provisions of this Section 9, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and
regulations thereunder (or any successor law or agency rule) with respect to
the matters set forth in this Section 9. Nothing in this Section 9 shall be
deemed to affect any rights of stockholders to request inclusion of
proposals in the Company's proxy statement pursuant to Rule 14a-8 under the
Exchange Act (or any successor law or agency rule).
Page 21
Date: April 21, 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 Laclede Gas
Company Salary Deferral Savings Plan as set forth in the attached exhibit,
such amendment to be effectuated and evidenced by our signatures on said
exhibit.
Page 22<PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
-------------------------------------
The following amendments are all effective October 1, 1989.
1. The following new sentences are hereby added at the end of Section 2.8
to read as follows:
"For purposes of applying the annual compensation limit described in
the two immediately preceding sentences, the family unit of an
Employee, who is either: (a) a five percent (5%) owner or (b) both a
highly compensated Employee and one of the ten most highly compensated
Employees during the Plan Year, will be treated as a single Employee.
For this purpose a family unit consists of: 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; such Employee's Employee
spouse; and such Employee's Employee lineal descendants who have not
attained age nineteen (19) before the close of the year. The
provisions set forth in the immediately preceding two sentences shall
expire on September 30, 1997."
2. The first sentence of Section 2.9 is hereby deleted, and the second
sentence (which shall be the first sentence after such deletion) of
Section 2.9 is hereby amended to read in its entirety as follows:
"A period commencing on an Employee's employment commencement date or
reemployment commencement date, and ending on the Employee's severance
date, as hereinafter defined."
3. Section 2.14 is hereby amended to read in its entirety as follows:
"2.14 "Employee"
---------------
Any person who is employed by Laclede Gas Company in any capacity.
An individual's employment status and position shall be determined
by the job classification assigned to him or her by the Company.
Notwithstanding the preceding paragraph of this Section 2.14, the
term "Employee" shall exclude "leased employees", as defined in
Code Section 414(n), for all purposes except the determination of
Year of Service, as defined in Section 2.33."
4. A new sentence is hereby added immediately before the last sentence in
Section 4.2(a) to read as follows:
"If salary deferrals exceed the Code Section 402 limit, they shall be
distributed to the Participant, after first being reduced by any excess
salary deferrals previously distributed to the Participant for the Plan
Year beginning within the Participant's taxable year."
5. Section 4.4(a) is hereby amended by adding the following new unnumbered
paragraph immediately following subparagraph (ii) of Section 4.4(a) to
read as follows:
"For Plan Years beginning before October 1, 1997, the actual deferral
percentage of a Family Group, as defined below, shall be determined by
calculating the ratio of the aggregated Salary Deferral Contributions
Page 23<PAGE>
<PAGE>
of the Family Group to the Compensation of the Family Group. The
actual deferral percentage of the Family Group shall be used in the
calculation of the actual deferral percentage test for the Highly
Compensated Employee group. If a Participant is required to be
aggregated as a member of more than one Family Group in a plan, all
Participants who are members of those Family Groups that include the
Participant are aggregated as one Family Group. For the purpose of
this section, Family Group is defined as: a Highly Compensated
Employee, who is a five percent (5%) owner or one of the ten (10) most
Highly Compensated Employees; such Employee's Employee spouse; and such
Employee's lineal Employee ascendants and Employee descendants (and
Employee spouses of such ascendants and descendants). A Family Group
will be treated as a single Employee for Plan Years beginning before
October 1, 1997."
6. Section 4.4(b) is hereby amended by replacing the unnumbered paragraph
immediately following subparagraph (ii) of Section 4.4(b) with the two
new unnumbered paragraphs to read as follows:
"The higher amount of (b)(i) and (b)(ii) above is hereinafter in this
Section 4.4 called the "Base Percentage". If the actual deferral
percentage for the Highly Compensated Employee group exceeds the Base
Percentage (any such excess being hereinafter in this Section 4.4
called the "Excess"), then prior to the end of the Plan Year, the
actual deferral percentage of each of those Participants in the Highly
Compensated Employee group whose actual deferral percentage shall be
greater than the Base Percentage shall be reduced as necessary (to
eliminate the Excess), in a manner whereby the actual deferral
percentage of such Participants shall be equal to the Base Percentage,
by refunding the Excess to such affected Participants. The actual
deferral percentage for the Highly Compensated Employee with the
highest percentage shall be reduced to the extent necessary to satisfy
the actual deferral percentage test or to cause such ratio to equal the
actual deferral percentage of the Highly Compensated Employee with the
next highest ratio. This process shall be repeated until the actual
deferral percentage test is satisfied. Any such refunded salary
deferrals shall include any applicable income earned on such deferrals
during the Plan Year.
For Plan Years beginning before October 1, 1997, the actual matching
percentage of a Family Group, as defined below, shall be determined by
calculating the ratio of the aggregated Matching Contributions of the
Family Group to the Compensation of the Family Group. The actual
matching percentage of the Family Group shall be used in the
calculation of the actual matching percentage test for the Highly
Compensated Employee group. If a Participant is required to be
aggregated as a member of more than one Family Group in a plan, all
Participants who are members of those Family Groups that include the
Participant are aggregated as one Family Group. For the purpose of
this section, Family Group is defined as: a Highly Compensated
Employee, who is a five percent (5%) owner or one of the ten (10) most
Highly Compensated Employees; such Employee's Employee spouse; and such
Employee's lineal Employee ascendants and Employee descendants (and
Employee spouses of such ascendants and descendants). A Family Group
will be treated as a single Employee for Plan Years beginning before
October 1, 1997."
Page 24<PAGE>
<PAGE>
7. The last unnumbered paragraph of subparagraph (ii) of Section 5.1(b) is
hereby replaced in its entirety with two new unnumbered paragraphs to
read as follows:
"The higher amount of (b)(ii)(aa) and (b)(ii)(bb) above is hereinafter
in this Section 5.1 called the "Base Percentage". If the actual
matching percentage for the Highly Compensated Employee group exceeds
the Base Percentage (any such excess being hereinafter in this Section
5.1 called the "Excess"), then prior to the end of the Plan Year, the
Company Matching Contribution of each of those Participants in the
Highly Compensated Employee group whose actual matching percentage
shall be greater than the Base Percentage shall be reduced as necessary
(to eliminate the Excess), in a manner whereby the actual matching
percentage of such Participants shall be equal to the Base Percentage,
by refunding the Excess to the Company. The actual matching percentage
for the Highly Compensated Employee with the highest percentage shall
be reduced to the extent necessary to satisfy the actual matching
percentage test or to cause such ratio to equal the actual matching
percentage of the Highly Compensated Employee with the next highest
ratio. This process shall be repeated until the actual matching
percentage test is satisfied. Any such refunded matching contributions
shall include any applicable income earned on such matching
contributions during the Plan Year.
For Plan Years beginning before October 1, 1997, the actual matching
percentage of a Family Group, as defined below, shall be determined by
calculating the ratio of the aggregated Matching Contributions of the
Family Group to the Compensation of the Family Group. The actual
matching percentage of the Family Group shall be used in the
calculation of the actual matching percentage test for the Highly
Compensated Employee group. If a Participant is required to be
aggregated as a member of more than one Family Group in a plan, all
Participants who are members of those Family Groups that include the
Participant are aggregated as one Family Group. For the purpose of
this section, Family Group is defined as: a Highly Compensated
Employee, who is a five percent (5%) owner or one of the ten (10) most
Highly Compensated Employees; such Employee's Employee spouse; and such
Employee's lineal Employee ascendants and Employee descendants (and
Employee spouses of such ascendants and descendants). A Family Group
will be treated as a single Employee for Plan Years beginning before
October 1, 1997."
8. The unnumbered continuing paragraph of Section 5.1(b)(iii) immediately
following subclause (2) of Section 5.1(b)(iii)(bb) is hereby amended to
read as follows:
"then, prior to the end of the Plan Year, either or both, as needed, of
the actual deferral percentage or actual matching percentage for such
participating Highly Compensated Employees shall be reduced as set
forth under Sections 4.4(b) and 5.1(b) herein until there is no such
excess."
9. Paragraph (a) of Section 8.2 is hereby amended to read in its entirety
as follows:
"(a) The Company shall contribute on behalf of each Non-Key Employee
an amount which is the lesser of:
Page 25 <PAGE>
<PAGE>
(1) three percent (3%) of the Employee's compensation during the
Plan Year; or
(2) the percentage at which the total of Company and Employee
contributions are made under the Plan for the Key Employee
for whom such percentage is highest for the Plan Year.
Such minimum Company contribution amount calculated for Non-Key
Employees shall not include the Non-Key Employees' salary
deferrals; however, salary deferrals made by Key Employees shall
be included in the calculation of the minimum Company
contributions.
This paragraph shall not apply to any Non-Key Employee who is a
participant in a defined benefit plan of the Company if such
Non-Key Employee receives the Top-Heavy Plan minimum benefit
thereunder."
10. The last sentence in paragraph (b) of Section 10.1 is hereby deleted.
ROBERT C. JAUDES
--------------------------------------
Title: Chairman, President and
Chief Executive Officer
GERALD T. MCNEIVE
---------------------------------------
Title: Senior Vice President - Finance
Page 26
Date: April 21, 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 Laclede Gas
Company Wage Deferral Savings Plan as set forth in the attached exhibit,
such amendment to be effectuated and evidenced by our signatures on said
exhibit.
Page 27<PAGE>
<PAGE>
AMENDMENTS TO THE LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
-------------------------------------
The following amendments are all effective July 1, 1989.
1. The first sentence of Section 2.9 is hereby deleted and the second
sentence (which shall be the first sentence after such deletion) is
hereby amended to read in its entirety as follows:
"A period commencing on an Employee's employment commencement date or
reemployment commencement date and ending on the Employee's severance
date, as hereinafter defined."
2. The fourth sentence of Section 2.14 is hereby amended to read in its
entirety as follows:
"A person ceases to be an "Employee" when such person has been on
temporary layoff for a continuous period of more than six (6) months,
or when such person takes an unauthorized leave of absence, or when
such person otherwise ceases to be employed with the Laclede Division
or St. Charles Division of the Company."
3. Two new sentences are hereby added at the end of paragraph (a) of
Section 4.2 to read as follows:
"The aggregate amount of wage deferrals for each individual Participant
(during the Participant's taxable year) shall not exceed the limitation
on deferrals under Section 402 of the Code (as such limitation is, or
may be, adjusted or increased by Section 415(d) or any other provision
of the Code) for an individual's taxable year. If wage deferrals
exceed the Code Section 402 limit, they shall be distributed to the
Participant, after first being reduced by any excess wage deferrals
previously distributed to the Participant for the Plan Year beginning
within the Participant's taxable year."
4. Section 4.4(a) is hereby amended by adding a new paragraph immediately
following subparagraph (ii) of Section 4.4(a) to read as follows:
"For Plan Years beginning before August 1, 1997, the actual deferral
percentage of a Family Group, as defined below, shall be determined by
calculating the ratio of the aggregated Wage Deferral Contributions of
the Family Group to the Compensation of the Family Group. The actual
deferral percentage of the Family Group shall be used in the
calculation of the actual deferral percentage test for the Highly
Compensated Employee group. If a Participant is required to be
aggregated as a member of more than one Family Group in a plan, all
Participants who are members of those Family Groups that include the
Participant are aggregated as one Family Group. For the purpose of
this section, Family Group is defined as: a Highly Compensated
Employee, who is a five percent (5%) owner or one of the ten (10) most
Highly Compensated Employees; such Employee's Employee spouse; and such
Employee's lineal Employee ascendants and Employee descendants (and
Employee spouses of such ascendants and descendants). A Family Group
will be treated as a single Employee for Plan Years beginning before
August 1, 1997."
Page 28<PAGE>
<PAGE>
5. Section 4.4(b) is hereby amended by replacing the unnumbered paragraph
immediately following subparagraph (ii) of Section 4.4(b) with an
unnumbered paragraph to read as follows:
"The higher amount of (b)(i) and (b)(ii) above is hereinafter in this
Section 4.4 called the "Base Percentage". If the actual deferral
percentage for the Highly Compensated Employee group exceeds the Base
Percentage (any such excess being hereinafter in this Section 4.4
called the "Excess"), then prior to the end of the Plan Year, the
actual deferral percentage of each of those Participants in the Highly
Compensated Employee group whose actual deferral percentage shall be
greater than the Base Percentage shall be reduced as necessary (to
eliminate the Excess), in a manner whereby the actual deferral
percentage of such Participants shall be equal to the Base Percentage,
by refunding the Excess to such affected Participants. The actual
deferral percentage for the Highly Compensated Employee with the
highest percentage shall be reduced to the extent necessary to satisfy
the actual deferral percentage test or to cause such ratio to equal the
actual deferral percentage of the Highly Compensated Employee with the
next highest ratio. This process shall be repeated until the actual
deferral percentage test is satisfied. Any such refunded wage
deferrals shall include any applicable income earned on such deferrals
during the Plan Year."
6. The last unnumbered paragraph of subparagraph (ii) of Section 5.1(b) is
hereby replaced in its entirety with two new unnumbered paragraphs to
read as follows:
"The higher amount of (b)(ii)(aa) and (b)(ii)(bb) above is hereinafter
in this Section 5.1 called the "Base Percentage". If the actual
matching percentage for the Highly Compensated Employee group exceeds
the Base Percentage (any such excess being hereinafter in this Section
5.1 called the "Excess"), then prior to the end of the Plan Year, the
Company Matching Contribution of each of those Participants in the
Highly Compensated Employee group whose actual matching percentage
shall be greater than the Base Percentage shall be reduced as necessary
(to eliminate the Excess), in a manner whereby the actual matching
percentage of such Participants shall be equal to the Base Percentage,
by refunding the Excess to the Company. The actual matching percentage
for the Highly Compensated Employee with the highest percentage shall
be reduced to the extent necessary to satisfy the actual matching
percentage test or to cause such ratio to equal the actual matching
percentage of the Highly Compensated Employee with the next highest
ratio. This process shall be repeated until the actual matching
percentage test is satisfied. Any such refunded matching contributions
shall include any applicable income earned on such matching
contributions during the Plan Year.
For Plan Years beginning before August 1, 1997, the actual matching
percentage of a Family Group, as defined below, shall be determined by
calculating the ratio of the aggregated Matching Contributions of the
Family Group to the Compensation of the Family Group. The actual
matching percentage of the Family Group shall be used in the
calculation of the actual matching percentage test for the Highly
Compensated Employee group. If a Participant is required to be
aggregated as a member of more than one Family Group in a plan, all
Participants who are members of those Family Groups that include the
Participant are aggregated as one Family Group. For the purpose of
Page 29<PAGE>
<PAGE>
this section, Family Group is defined as: a Highly Compensated
Employee, who is a five percent (5%) owner or one of the ten (10) most
Highly Compensated Employees; such Employee's Employee spouse; and such
Employee's Employee ascendants and Employee descendants (and Employee
spouses of such ascendants and descendants). A Family Group will be
treated as a single Employee for Plan Years beginning before August 1,
1997."
7. The unnumbered continuing paragraph of Section 5.1(b)(iii) immediately
following subclause (2) of Section 5.1(b)(iii)(bb) is hereby amended to
read as follows:
"then, prior to the end of the Plan Year, either or both, as needed, of
the actual deferral percentage or actual matching percentage for such
participating Highly Compensated Employees shall be reduced as set
forth under Sections 4.4(b) and 5.1(b) herein until there is no such
excess."
ROBERT C. JAUDES
--------------------------------------
Title: Chairman, President and
Chief Executive Officer
GERALD T. MCNEIVE
---------------------------------------
Title: Senior Vice President - Finance
Page 30
Date: April 21, 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 Missouri
Natural Gas Division of Laclede Gas Company Dual Savings Plan as set forth
in the attached exhibit, such amendment to be effectuated and evidenced by
our signatures on said exhibit.
Page 31<PAGE>
<PAGE>
AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
--------------------------------------------------
The following amendments are all effective November 1, 1989.
1. The first sentence of paragraph (a) of Section IV is hereby amended to
read in its entirety as follows:
"Each Participant shall designate as such Participant's Participant
Matchable Deposit hereunder 2%, 3%, 4%, 5%, or 6% of such Participant's
Earnings in any Plan Year as either Pre-Tax Deposits for credit to such
Participant's Pre-Tax Deposit Account or as Post-Tax Deposits for
credit to such Participant's Post-Tax Deposit Account, whichever such
Participant designates."
2. The last sentence of paragraph (c) of Section IV is hereby amended to
read in its entirety as follows:
"Each Participant must also designate the portion of such Participant's
Participant Non-Matchable Deposits which are Pre-Tax Deposits to be
credited to such Participant's Pre-Tax Deposit Account and/or which are
Post-Tax Deposits to be credited to such Participant's Post-Tax Deposit
Account."
3. A new unnumbered paragraph is added at the beginning of paragraph (d)
of Section IV to read as follows:
"The aggregate amount of Participant Pre-Tax Deposits for each
individual Participant (during the Participant's taxable year) shall
not exceed the limitation on deferrals under Section 402 of the Code
(as such limitation is, or may be, adjusted or increased by Section
415(d) or any other provision of the Code) for an individual's taxable
year. If Pre-Tax Deposits exceed the Code Section 402 limit, they
shall be distributed to the Participant, after first being reduced by
any excess Pre-Tax Deposits previously distributed to the Participant
for the Plan Year beginning within the Participant's taxable year."
4. A new unnumbered paragraph is hereby added at the end of subparagraph
(1) of Section IV(e) to read as follows:
"For Plan Years beginning before November 1, 1997, the ADP of a Family
Group, as defined below, shall be determined by calculating the ratio
of the aggregated Pre-Tax Deposits of the Family Group to the Earnings
of the Family Group. The ADP of the Family Group shall be used in the
calculation of the ADP for the Highly Compensated Employee group. If a
Participant is required to be aggregated as a member of more than one
Family Group in a plan, all Participants who are members of those
Family Groups that include the Participant are aggregated as one Family
Group. For the purpose of this section, Family Group is defined as: a
Highly Compensated Employee, who is a five percent (5%) owner or one of
the ten (10) most Highly Compensated Employees; such Employee's
Employee spouse; and such Employee's lineal Employee ascendants and
Employee descendants (and Employee spouses of such ascendants and
descendants). A Family Group will be treated as a single Employee for
Plan Years beginning before November 1, 1997."
Page 32<PAGE>
<PAGE>
5. The last unnumbered paragraph of subparagraph (2) of Section IV(e) is
hereby amended to read in its entirety as follows:
"The higher amount of (i) and (ii) in this subparagraph (2) is
hereinafter in this Section IV(e) called the "Base Deferral
Percentage". If the ADP for the Highly Compensated Employees' group
exceeds the Base Deferral Percentage (any such excess being hereinafter
in this Section IV(e) called the "Excess Deferral"), then prior to the
end of the Plan Year, the Pre-Tax Deposit percentage of each of those
Participants in the Highly Compensated Employees group whose ADP shall
be greater than the Base Deferral Percentage shall be reduced as
necessary (to eliminate the Excess Deferral) in a manner whereby the
ADP of such Participants shall be equal to the Base Deferral
Percentage, by refunding such Excess Deferral to such Participants.
The ADP for the Highly Compensated Employee with the highest percentage
shall be reduced to the extent necessary to satisfy the ADP test or to
cause such ratio to equal the ADP of the Highly Compensated Employee
with the next highest ratio. This process shall be repeated until the
ADP test is satisfied. Any refunded amounts shall include any
applicable income earned on such amounts during the Plan Year."
6. The last unnumbered paragraph of subparagraph (3) of Section IV(e) is
hereby replaced in its entirety with two new unnumbered paragraphs to
read as follows:
"The higher amount of (i) and (ii) in this subparagraph (3) is
hereinafter in this Section IV(e) called the "Base Contribution
Percentage". If the ACP for the Highly Compensated Employees' group
exceeds the Base Contribution Percentage (any such excess being
hereinafter in this Section IV(e) called the "Excess Contribution"),
then prior to the end of the Plan Year, the Post-Tax Deposit percentage
and/or the Company contribution of each of those Participants in the
Highly Compensated Employees' group whose ACP shall be greater than the
Base Contribution Percentage shall be reduced as necessary (to
eliminate the Excess Contribution) in a manner whereby the ACP of such
Participants shall be equal to the Base Contribution Percentage, by
refunding the Excess Contribution to such Participants and/or the
Company. The ACP for the Highly Compensated Employee with the highest
percentage shall be reduced to the extent necessary to satisfy the ACP
test or to cause such ratio to equal the ACP of the Highly Compensated
Employee with the next highest ratio. This process shall be repeated
until the ACP test is satisfied. Any such refunded amounts shall
include any applicable income earned on such amounts during the Plan
Year.
For Plan Years beginning before November 1, 1997, the ACP of a Family
Group, as defined below, shall be determined by calculating the ratio
of the aggregated Post-Tax Deposits and/or Company contributions of the
Family Group to the Earnings of the Family Group. The ACP of the
Family Group shall be used in the calculation of the ACP for the Highly
Compensated Employee group. If a Participant is required to be
aggregated as a member of more than one Family Group in a plan, all
Participants who are members of those Family Groups that include the
Participant are aggregated as one Family Group. For the purpose of
this section, Family Group is defined as: a Highly Compensated
Employee, who is a five percent (5%) owner or one of the ten (10) most
Highly Compensated Employees; such Employee's Employee spouse; and such
Employee's lineal Employee ascendants and Employee descendants (and
Page 33 <PAGE>
<PAGE>
Employee spouses of such ascendants and descendants). A Family Group
will be treated as a single Employee for Plan Years beginning before
November 1, 1997."
7. Subclause (B) of Section IV(e)(4)(ii) is hereby amended to read in its
entirety as follows:
"(B) 2.00 times the smaller of the ADP or ACP for all such remaining
Employees, then prior to the end of the Plan Year, either or
both, as needed, of the ADP and ACP for such participating Highly
Compensated Employees shall be reduced using the procedures
defined in subparagraphs (2) and (3) of this Section IV(e) until
there is no such excess."
8. A new unnumbered paragraph is hereby added at the end of subparagraph
(5) of Section IV(e) to read as follows:
"For Plan Years beginning before November 1, 1997, a Family Group, as
defined below, of a Highly Compensated Employee shall be treated as a
single Employee under the Plan. A Family Group is defined as: a Highly
Compensated Employee, who is a five percent (5%) owner or one of the
ten (10) most Highly Compensated Employees; such Employees' Employee
spouse; and such Employee's lineal Employee ascendants and
Employee descendants (and Employee spouses of such ascendants and
descendants). If a Participant is required to be aggregated as a
member of more than one Family Group in a plan, all Participants who
are members of those Family Groups that include the Participant are
aggregated as one Family Group."
9. Paragraph (c) of Section VI is hereby amended to read in its entirety
as follows:
"(c) A Participant who has completed five (5) Years of Service and who
terminates employment with the Company on or after November 1,
1989, shall be 100% vested in such Participant's Post-Tax Match
Account."
10. Paragraph (e) of Section VI is hereby amended to read in its entirety
as follows:
"(e) A Participant shall become 100% vested in such Participant's
Post-Tax Match Account on the first day of the month following
six (6) months of layoff, upon death, upon attainment of such
Participant's 65th birthday, upon such Participant's retirement
within the meaning of Section VIII(b) of the Plan, or upon
permanent and total disability within the meaning of Section
VIII(c) of the Plan."
11. Paragraphs (b) and (c) of Section XIV are hereby amended to read in
their entirety, respectively, as follows:
"(b) Termination or Discontinuance of Company Contributions.
------------------------------------------------------
The Company shall have the right at any time to terminate the
Plan. The Company shall promptly give notice of such
termination to all Participants. Upon termination of the Plan
or upon complete discontinuance of the Company's contributions,
each Participant's Company Contribution Account shall become
fully vested, and shall not thereafter be subject to forfeiture.
Page 34<PAGE>
<PAGE>
Upon termination of the Plan, the Committee shall direct the
Trustee to distribute, as soon as practicable, all assets
remaining in the Plan's trust fund, after payment of any
expenses properly chargeable against such trust fund, to the
Participants, in accordance with the value of each Participant's
accounts as of the date of such termination, in cash or in kind.
Distribution will not be made to the Participants if the Company
establishes a successor plan as provided under Code Section
401(k); but such distributions will be made into the successor
plan for the benefit of the Participants.
"(c) Partial Termination.
-------------------
The Company shall have the right at any time to terminate
partially the Plan with respect to a group of Participants. The
Company shall promptly give notice of such partial termination
to all affected Participants. Upon such partial termination of
the Plan, the Company Contribution Account of each affected
Participant shall become fully vested, and shall not thereafter
be subject to forfeiture. Upon partial termination of the Plan,
the Committee shall direct the Trustee to distribute, as soon as
practicable, all assets credited to the accounts of the affected
Participants remaining in the Plan's trust fund, after payment
of any expenses properly chargeable against the Plan's trust
fund, to the affected Participants, in accordance with the value
of each of the affected Participant's accounts as of the date of
such partial termination, in cash or in kind. Distribution will
not be made to the affected Participants if the Company
establishes a successor plan as provided under Code Section
401(k); but such distributions will be made into the successor
plan for the benefit of the affected Participants."
ROBERT C. JAUDES
--------------------------------------
Title: Chairman, President and
Chief Executive Officer
GERALD T. MCNEIVE
---------------------------------------
Title: Senior Vice President - Finance
Page 35
The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, NY 10081
April 1, 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 $25,000,000. The Bank will consider requests for
advances under the line of credit until April 14, 1997. 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 fourteen days
(14) from date of issuance. 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.
Nothing in this letter is intended to alter the arrangement set forth in the
agreement dated January 17, 1997 or the availability of up to $10,000,000 of
advances thereunder from the Bank on the terms set forth in said January 17,
1997 Agreement.
It is understood that this arrangement is subject to an arrangement fee of
$750.00.
Please acknowledge your understanding of the above by signing and returning
the attached copy of this letter by March 31, 1997.
The Chase Manhattan Bank
Page 36<PAGE>
<PAGE>
s/Ronald Potter
Ronald Potter
Managing Director
Acknowledged:
Laclede Gas Company
By: s/Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treasurer
Page 37
The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, NY 10081
April 15, 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 $15,000,000. The Bank will consider requests for
advances under the line of credit until May 1, 1997. 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 sixteen days
(16) from date of issuance. 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.
Nothing in this letter is intended to alter the arrangement set forth in the
agreement dated January 17, 1997 or the availability of up to $10,000,000 of
advances thereunder from the Bank on the terms set forth in said January 17,
1997 Agreement.
Please acknowledge your understanding of the above by signing and returning
the attached copy of this letter by April 15, 1997.
The Chase Manhattan Bank
Page 38<PAGE>
<PAGE>
s/Paul V. Farrell
Paul V. Farrell
Vice President
Acknowledged:
Laclede Gas Company
By: s/Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treasurer
Page 39
The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, NY 10081
April 30, 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 $15,000,000. The Bank will consider requests for
advances under the line of credit until June 30, 1997. 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 sixty days
(60) from date of issuance. 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.
Nothing in this letter is intended to alter the arrangement set forth in the
agreement dated January 17, 1997 or the availability of up to $10,000,000 of
advances thereunder from the Bank on the terms set forth in said January 17,
1997 Agreement.
Please acknowledge your understanding of the above by signing and returning
the attached copy of this letter by April 30, 1997.
The Chase Manhattan Bank
Page 40<PAGE>
<PAGE>
s/Paul V. Farrell
Paul V. Farrell
Vice President
Acknowledged:
Laclede Gas Company
By: s/Ronald L. Krutzman 4/30/97
Name: Ronald L. Krutzman
Title: Treasurer
Page 41
The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, NY 10081
July 1, 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 $15,000,000. The Bank will consider requests for
advances under the line of credit until July 31, 1997. 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 thirty days
(30) from date of issuance. 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.
Nothing in this letter is intended to alter the arrangement set forth in the
agreement dated January 17, 1997 or the availability of up to $10,000,000 of
advances thereunder from the Bank on the terms set forth in said January 17,
1997 Agreement.
It is understood that this arrangement is subject to an arrangement Fee of
$1,025.00 (8BPS).
Please acknowledge your understanding of the above by signing and returning
the attached copy of this letter by fax, by July 1, 1997.
The Chase Manhattan Bank
s/Paul V. Farrell
Paul V. Farrell
Vice President
Page 42<PAGE>
<PAGE>
Acknowledged:
Laclede Gas Company
By: s/Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treasurer
Page 43
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 462,351
<OTHER-PROPERTY-AND-INVEST> 25,647
<TOTAL-CURRENT-ASSETS> 122,400
<TOTAL-DEFERRED-CHARGES> 97,373
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 707,771
<COMMON> 19,423
<CAPITAL-SURPLUS-PAID-IN> 37,188
<RETAINED-EARNINGS> 205,464
<TOTAL-COMMON-STOCKHOLDERS-EQ> 262,075
1,960
0
<LONG-TERM-DEBT-NET> 179,397
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 34,500
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 229,839
<TOT-CAPITALIZATION-AND-LIAB> 707,771
<GROSS-OPERATING-REVENUE> 542,087
<INCOME-TAX-EXPENSE> 22,101
<OTHER-OPERATING-EXPENSES> 468,536
<TOTAL-OPERATING-EXPENSES> 490,637
<OPERATING-INCOME-LOSS> 51,450
<OTHER-INCOME-NET> 1,458
<INCOME-BEFORE-INTEREST-EXPEN> 52,908
<TOTAL-INTEREST-EXPENSE> 14,484
<NET-INCOME> 38,424
73
<EARNINGS-AVAILABLE-FOR-COMM> 38,351
<COMMON-STOCK-DIVIDENDS> 17,119
<TOTAL-INTEREST-ON-BONDS> 10,627
<CASH-FLOW-OPERATIONS> 72,505
<EPS-PRIMARY> 2.18
<EPS-DILUTED> 2.18
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 44
</TABLE>
