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 December 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.
17,593,758 shares, Common Stock, par value $1 per share at 2/11/98.
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, 1997.
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
December 31,
1997 1996
---- ----
<S> <C> <C>
Utility Operating Revenues $199,667 $193,865
--------------------
Utility Operating Expenses:
Natural and propane gas 126,309 120,248
Other operation expenses 22,659 21,289
Maintenance 4,942 4,507
Depreciation and amortization 6,601 6,469
Taxes, other than income taxes 12,742 11,416
Income taxes (Note 3) 8,153 9,393
--------------------
Total Utility Operating Expenses 181,406 173,322
--------------------
Utility Operating Income 18,261 20,543
Miscellaneous Income and Income Deductions
(less applicable income taxes) (Note 3) 867 531
--------------------
Income Before Interest Charges 19,128 21,074
--------------------
Interest Charges:
Interest on long-term debt 3,853 3,542
Other interest charges 1,642 1,426
--------------------
Total Interest Charges 5,495 4,968
--------------------
Net Income 13,633 16,106
Dividends on Preferred Stock 24 24
--------------------
Earnings Applicable to Common Stock $ 13,609 $ 16,082
====================
Average Number of Common Shares Outstanding 17,558 17,558
Earnings Per Share of Common Stock $ .78 $ .92
Dividends Declared Per Share of Common Stock $.330 $.325
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
Dec. 31 Sept. 30
1997 1997
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $802,668 $792,661
Less: Accumulated depreciation and amortization 330,467 325,088
--------------------
Net Utility Plant 472,201 467,573
--------------------
Other Property and Investments 30,257 29,724
--------------------
Current Assets:
Cash and cash equivalents 5,362 4,508
Accounts receivable - net 118,185 47,932
Materials, supplies, and merchandise at avg cost 5,444 5,216
Natural gas stored underground for current use
at LIFO cost 54,766 56,867
Propane gas for current use at FIFO cost 12,850 12,917
Prepayments 3,128 1,986
Deferred income taxes 10,154 9,881
--------------------
Total Current Assets 209,889 139,307
--------------------
Deferred Charges 85,312 84,106
--------------------
Total Assets $797,659 $720,710
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET (Continued)
<CAPTION>
Dec. 31 Sept. 30
1997 1997
---- ----
(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 201,591 193,776
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 258,202 250,387
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 179,105 154,413
--------------------
Total Capitalization 439,267 406,760
--------------------
Current Liabilities:
Notes payable 102,500 74,000
Accounts payable 42,444 29,628
Refunds due customers 8,883 731
Advance customer billings 675 12,700
Current portion of long-term debt 25,000 25,000
Taxes accrued 10,056 6,848
Unamortized purchased gas adjustments 5,874 13,022
Other 20,621 22,509
--------------------
Total Current Liabilities 216,053 184,438
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 82,888 85,013
Unamortized investment tax credits 7,193 7,280
Other 52,258 37,219
--------------------
Total Deferred Credits and Other Liabilities 142,339 129,512
--------------------
Total Capitalization and Liabilities $797,659 $720,710
====================
<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>
Three Months Ended
December 31,
1997 1996
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 13,633 $ 16,106
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,625 6,480
Deferred income taxes and investment tax credits 556 1,910
Other - net (557) 148
Changes in assets and liabilities:
Accounts receivable - net (70,253) (75,792)
Unamortized purchased gas adjustments (7,148) (5,510)
Deferred purchased gas costs 13,242 3,252
Advance customer billings - net (12,025) (6,198)
Accounts payable 12,816 45,929
Refunds due customers 8,152 (248)
Taxes accrued 3,208 2,644
Natural gas stored underground 2,101 5,288
Other assets and liabilities (5,748) (6,938)
--------------------
Net cash used in operating activities $(35,398) $(12,929)
--------------------
Investing Activities:
Construction expenditures (11,082) (9,830)
Investments - non-utility (416) (727)
Employee benefit trusts (34) (197)
Other 15 34
--------------------
Net cash used in investing activities $(11,517) $(10,720)
--------------------
Financing Activities:
Issuance of short-term debt - net 28,500 32,400
Dividends paid (5,731) (5,555)
Issuance of first mortgage bonds 25,000 _
---------------------
Net cash provided by financing activities $ 47,769 $ 26,845
---------------------
Net Increase in Cash and Cash Equivalents $ 854 $ 3,196
Cash and Cash Equivalents at Beg of Period 4,508 4,360
--------------------
Cash and Cash Equivalents at End of Year $ 5,362 $ 7,556
====================
Supplemental Disclosure of Cash Paid/(Refunded)
During the Period for:
Interest $8,407 $8,222
Income taxes (148) -
<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
December 31,
------------------
1997 1996
---- ----
(Thousands of Dollars)
<S> <C> <C>
Utility Operations
Current:
Federal $ 6,520 $ 6,416
State and local 1,099 1,082
Deferred:
Federal 400 1,561
State and local 134 334
--------------------
Subtotal $ 8,153 $ 9,393
--------------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 100 $ 58
State and local 16 3
Deferred:
Federal 18 13
State and local 3 2
--------------------
Subtotal $ 137 $ 76
--------------------
Total $ 8,290 $ 9,469
====================
</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
December 31,
----------------------
1997 1996
---- ----
(Thousands of Dollars)
<S> <C> <C>
Incentive Plan Revenues $6,533 $8,535
Incentive Plan Gas Expense 4,442 6,912
------ ------
Income Before Income Taxes $2,091 $1,623
====== ======
5. As part of its annual review of the Company's gas costs, the Staff of
the MoPSC has recommended an adjustment which, if approved by the MoPSC
and upheld by the courts, would require the Company to refund to its
customers approximately $3.6 million of gains realized by the Company
from various sales made outside of Missouri between November 1995 and
March 1996. The Company will vigorously oppose the Staff's recommended
adjustment before the MoPSC on the grounds that such adjustment violates
Missouri law, is impermissible under the Company's MoPSC-approved
tariffs, and is otherwise unlawful and unreasonable. The Company
believes that the outcome of this matter is unlikely to have a material
adverse impact on the Company.
6. The Company is subject to various laws and regulations relating to the
environment, which thus far have not had a material effect on the
Company's financial position and results of operations.
In the past, the Company operated various manufactured gas plants which
produced certain by-products and residuals. At the request of the
United States Environmental Protection Agency (EPA), Laclede performed
an investigation of one of the Company's former manufactured gas plant
sites located in Shrewsbury, Missouri (the Shrewsbury Site). As
previously reported by the Company, the Company has had lengthy
discussions with the EPA and the Missouri Department of Natural
Resources (MoDNR) on the question of what additional actions are
required for the site. On October 17, 1997, the Company submitted to
the EPA an Engineering Evaluation/Cost Analysis (EE/CA), together with
an accompanying letter (collectively the "Submitted EE/CA Documents"),
in which the Company proposed to maintain various institutional controls
at this site, to stabilize the bank of a drainageway located at the edge
of the site, and to perform a limited removal of some contaminants
located in certain small areas of the site. The EPA and the MoDNR have
proposed changes to the Submitted EE/CA Documents to which Laclede is
preparing a response. 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
</TABLE>
Page 8
<PAGE>
<PAGE>
Company performs the limited actions described in the Submitted EE/CA
Documents and the actions anticipated to be included in the Company's
response to the EPA's and MoDNR's proposed changes to the submitted
EE/CA Documents, the Company estimates that the overall costs will be
approximately $740,000. As of December 31, 1997, $541,000 of such
overall costs had been paid, and an additional $199,000 was reserved by
the Company. If the Company is required to take any additional actions
with regard to the site, the Company may have to incur additional costs,
the extent of which cannot practicably be estimated currently. 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
Voluntary Cleanup Program, for the purpose of characterizing the site.
MoDNR's preliminary tests conducted 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 scope of the
Company's initial investigation, which consists of the drilling of
monitoring wells to assess the condition of groundwater at this site.
The monitoring wells have been drilled, and the Company is evaluating
the results of the samples taken. The Company currently
estimates that the cost of such investigation, MoDNR oversight costs and
associated legal and engineering consulting costs relative to such
investigation of the site would together approximate $96,000.
Currently, $36,000 has been paid and an additional $60,000 has been
reserved on the Company's books. The City of St. Louis, the current
owner of the site, received proposals from several different groups to
develop this site. Various portions of the development proposals dealt
with the issue of the environmental condition of the site, and the
impact of such condition on possible development plans. Unless and
until any 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.
7. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's 1997 Form
10-K.
Page 9<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Earnings for the quarter ended December 31, 1997 were $.78 per share
compared with $.92 per share for the same quarter last year. The decrease
in earnings was primarily attributable to higher operating expenses and
lower gas sales arising from slightly warmer weather this year.
Utility operating revenues for the quarter ended December 31, 1997 were
$199.7 million compared with $193.9 million for the quarter ended December
31, 1996. The $5.8 million, or 3.0%, 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), partially offset by
lower gas sales volumes arising mainly from the slightly warmer weather.
System therms sold and transported decreased by 4.2 million therms, or 1.2%,
below the quarter ended December 31, 1996.
Utility operating expenses for the quarter ended December 31, 1997 increased
by $8.1 million, or 4.7%, above the same quarter last year. Natural and
propane gas expense this quarter increased $6.1 million, or 5.0%, above
last year mainly due to higher rates charged by our suppliers, partially
offset by decreased volumes purchased for sendout (primarily resulting from
the warmer weather). Other operation and maintenance expenses increased
$1.8 million, or 7.0%, principally due to increased distribution and
maintenance charges, higher wage rates, fewer gains on lump sum pension
settlements recognized and increased group insurance expense. These
increases were partially offset by lower net pension costs. Depreciation and
amortization expense increased 2.0% primarily due to additional property.
Taxes, other than income taxes, increased 11.6% mainly due to higher real
estate and personal property taxes this quarter and higher gross receipts
taxes (reflecting increased revenues). The $1.2 million decrease in income
taxes is principally due to lower taxable income.
Miscellaneous income and income deductions increased $.3 million primarily
due to improved subsidiary results and minor variations in several areas.
The 10.6% increase in interest expense is mainly due to higher interest on
long-term debt resulting from the issuance of $25 million of 6-1/2% First
Mortgage Bonds in October 1997.
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 1998, the Company renewed its primary lines of bank
credit under which it may borrow up to $40 million prior to January 31,
1999, with renewal of any loans outstanding on that date permitted to
June 30, 1999. This, along with a previously obtained $70 million
supplemental line of credit which runs through August 30, 1998, provides a
total line of credit of $110 million for the 1997-1998 heating season.
During fiscal 1998 to date, the Company sold commercial paper aggregating to
a maximum of $110.0 million at any one time, but did not borrow from the
banks under the aforementioned agreements. Short-term borrowings amounted
to $89.5 million at January 31, 1998.
Page 10<PAGE>
<PAGE>
As part of its annual review of the Company's gas costs, the Staff of the
MoPSC has recommended an adjustment which, if approved by the MoPSC and
upheld by the courts, would require the Company to refund to its customers
approximately $3.6 million of gains realized by the Company from various
sales made outside of Missouri between November 1995 and March 1996. The
Company will vigorously oppose the Staff's recommended adjustment before the
MoPSC on the grounds that such adjustment violates Missouri law, is
impermissible under the Company's MoPSC-approved tariffs, and is otherwise
unlawful and unreasonable. The Company believes that the outcome of this
matter is unlikely to have a material adverse impact on the Company.
The Company is subject to various laws and regulations relating to the
environment, which thus far have not had a material effect on the Company's
financial position and results of operations. However, the Company has
reported certain environmental liabilities in connection with two
manufactured gas plants operated by the Company in the past which produced
certain by-products and residuals. The Company has either already paid or
reserved overall costs of $836,000 which are estimated to cover the
performance of certain limited actions at these locations. At this time,
the ultimate costs to be incurred remain unclear, as does the amount of any
recovery which the Company may be able to obtain from other responsible
parties and/or the Company's insurers. In the Company's most recent rate
case, the MoPSC approved, effective September 1, 1996, the continued use of
a cost deferral mechanism for the appropriate rate recovery of various
environmental costs which authorization will be null and void if the Company
does not file to further adjust its rates by September 1, 1998. In any
event, the recovery of costs thus deferred may be challenged in future rate
proceedings. Refer to Note 6 of Notes to Consolidated Financial Statements
on page 8 for additional information on the Company's environmental matters.
Construction expenditures for the quarter were $11.1 million compared with
$9.8 million for the same period last year.
Many of the Company's computer systems and applications will not recognize
the turn of the century and, thus, require programming modification or
replacement. For more than a year, the Company, through the use of internal
and external resources, has been involved in the process of modifying and
replacing significant portions of its computer systems in order to make such
systems operational in the year 2000 and beyond, as well as to provide
additional benefits. The costs associated with the replacement of certain
computer systems are being recorded as assets and will be amortized, while
the costs of modifying the remaining systems to fix the year 2000 problem
are being charged to expense. Currently, the Company estimates that the
costs remaining to be incurred and charged to expense during the next two
years are approximately $2 million.
Capitalization at December 31, 1997 increased $32.5 million since September
30, 1997 and consisted of 58.8% common stock equity, .4% preferred stock
equity and 40.8% long-term debt.
The seasonal effect of the Company's financial position affects the
comparison of certain balance sheet items at December 31, 1997 and at
September 30, 1997 such as Accounts Receivable - Net, Notes Payable,
Accounts Payable and Advance Customer Billings.
Page 11<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 12<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Item 1. Legal Proceedings
For a discussion of environmental matters, see Note 6 of the Notes
to Consolidated Financial Statements in Part I, Financial
Information.
During the quarter ended December 31, 1997, there were no new
legal proceedings required to be disclosed.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) Reports on Form 8-K
The Company filed a Form 8-K during the quarter ended
December 31, 1997.
Item reported:
Pursuant to an Underwriting Agreement, effective October 16, 1997
(the "Underwriting Agreement"), Laclede Gas Company (the
"Registrant"), on October 21, 1997 sold to ABN AMRO Chicago
Corporation, the Underwriter named on Schedule I attached to the
Underwriting Agreement, $25,000,000 aggregate principal amount of
its First Mortgage Bonds, 6 1/2% Series due October 15, 2012 (the
"Bonds"). The Bonds have been issued under a Mortgage and Deed of
Trust, dated as of February 1, 1945, under which State Street Bank
and Trust Company of Missouri, N.A. is the present Trustee. Such
Mortgage and Deed of Trust had previously been amended and
supplemented and has been further supplemented by a Twenty-Third
Supplemental Indenture, dated as of October 15, 1997 (the
"Supplemental Indenture"). The registration statement on Form S-3
with respect to the First Mortgage Bonds of the Registrant,
including the Bonds (File No. 33-60996), was filed by the
Registrant on April 13, 1993 and declared effective by the
Securities and Exchange Commission on April 21, 1993. Copies of
the Underwriting Agreement and the Supplemental Indenture were
attached to the Form 8-K as Exhibits 1.01 and 4.01, respectively.
Financial Statements Filed: None.
Date of Report (Date of Earliest Event Reported):
October 16, 1997
Date Report Filed: November 6, 1997.
Page 13<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: February 11, 1998 /s/ G. T. McNeive, Jr.
------------------------
G. T. McNeive, Jr.
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 14 <PAGE>
<PAGE>
Index to Exhibits
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
3.01(ii) Amendment to the Company's By-Laws, effective
at the close of business on November 20, 1997,
adopted by the Company's Board of Directors on
November 20, 1997. 16
27 Financial Data Schedule UT 17
Page 15
RESOLUTIONS INCREASING THE NUMBER OF
DIRECTORS FROM NINE TO TEN
WHEREAS, the Board of Directors of Laclede Gas Company (the "Company")
desires that the number of directors of the Company be increased from nine
to ten directors, effective at the close of business on November 20, 1997;
and
WHEREAS, an amendment to the Company's Bylaws is required to effect
this change:
NOW THEREFORE, BE IT RESOLVED, that Article IV, Section 1, of the
Company's Bylaws is hereby amended, effective at the close of business on
November 20, 1997 to read as follows:
Section 1. Number, Classification and Term of Office.
The property, business and affairs of the Company shall be managed and
controlled by its Board of Directors which shall, effective at the close of
business on November 20, 1997, consist of ten (10) members. At the meeting
of the Board of Directors at which this By-law is adopted, the tenth member
of the Board of Directors shall be selected by a majority of the nine
directors then serving. Such tenth member, thus selected by the Board of
Directors, shall serve from November 21, 1997 until the annual meeting of
stockholders in 1998. The remaining nine members of the Board of Directors
shall continue (throughout the remainder of their current respective three
year terms) in their respective three classes of three members each. At the
annual meeting of stockholders in 1998, four (4) directors shall be elected
as a class, all of whom shall serve until the annual meeting of stockholders
in 2001. Such four positions shall cover: (a) the three (3) directorship
vacancies caused by the expiration of the terms of the three directors who
were elected at the annual meeting of stockholders in 1995 to serve for
terms expiring at the time of the annual meeting of stockholders in 1998;
and (b) the directorship vacancy caused by the expiration of the term of the
tenth director whose term of service will also (as provided above) expire at
such annual meeting of stockholders in 1998. Commencing with the annual
meeting of stockholders in 1998 referred to above, the directors shall be
elected in three classes (with one such class to be elected annually, and
with each class of directors to serve until the third annual meeting of
stockholders after the meeting at which such class of directors is elected),
in successive groups of four directors (constituting one class of
directors); three directors (constituting a second class of directors); and
three directors (constituting a third class of directors). All directors
shall serve for their respective terms and until their respective successors
shall be duly elected and qualified.
BE IT FURTHER RESOLVED, that the appropriate officers are hereby
authorized to cause the Secretary of State of Missouri and the New York and
Chicago Stock Exchanges to be notified of the change in number of Directors.
Page 16
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 472,201
<OTHER-PROPERTY-AND-INVEST> 30,257
<TOTAL-CURRENT-ASSETS> 209,889
<TOTAL-DEFERRED-CHARGES> 85,312
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 797,659
<COMMON> 19,423
<CAPITAL-SURPLUS-PAID-IN> 37,188
<RETAINED-EARNINGS> 201,591
<TOTAL-COMMON-STOCKHOLDERS-EQ> 258,202
1,960
0
<LONG-TERM-DEBT-NET> 179,105
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 102,500
<LONG-TERM-DEBT-CURRENT-PORT> 25,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 230,892
<TOT-CAPITALIZATION-AND-LIAB> 797,659
<GROSS-OPERATING-REVENUE> 199,667
<INCOME-TAX-EXPENSE> 8,153
<OTHER-OPERATING-EXPENSES> 173,253
<TOTAL-OPERATING-EXPENSES> 181,406
<OPERATING-INCOME-LOSS> 18,261
<OTHER-INCOME-NET> 867
<INCOME-BEFORE-INTEREST-EXPEN> 19,128
<TOTAL-INTEREST-EXPENSE> 5,495
<NET-INCOME> 13,633
24
<EARNINGS-AVAILABLE-FOR-COMM> 13,609
<COMMON-STOCK-DIVIDENDS> 5,794
<TOTAL-INTEREST-ON-BONDS> 3,853
<CASH-FLOW-OPERATIONS> (35,398)
<EPS-PRIMARY> .78
<EPS-DILUTED> .78
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 17
</TABLE>
