<PAGE>
<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Laclede Gas Company
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
- --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING
FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
- --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
- --------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
[LOGO]
Laclede Gas Company
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME 10:00 a.m. on Thursday, January 27, 2000
PLACE Marriott Pavilion Hotel
One Broadway
St. Louis, Missouri
ITEMS OF BUSINESS 1. TO ELECT THREE MEMBERS OF THE BOARD OF DIRECTORS for
three year terms.
2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE, LLP
as our independent auditors for the 2000 fiscal year.
3. TO TRANSACT SUCH OTHER BUSINESS as may properly come
before the meeting and any adjournment or
postponement.
RECORD DATE You can vote if you are a stockholder of record on
December 10, 1999.
ANNUAL REPORT Our 1999 annual report was mailed separately to
stockholders of record.
PROXY VOTING It is important that your shares be represented and
voted at the meeting. PLEASE MARK, SIGN, DATE AND
PROMPTLY RETURN the enclosed proxy card in the
postage-paid envelope. Any proxy may be revoked at any
time before its exercise at the meeting.
December 16, 1999 Mary Caola Kullman
Secretary
<PAGE>
Laclede Gas Company
720 OLIVE STREET
ST. LOUIS, MO 63101
PROXY STATEMENT
This proxy statement and accompanying proxy card are being
issued in connection with the solicitation by the Board of Directors
of Laclede Gas Company of proxies to be voted at our annual meeting
of stockholders to be held on January 27, 2000 and at any
adjournment or postponement. The Company's annual report for 1999
has been mailed to stockholders beginning on or about December 16,
1999.
ANNUAL MEETING ADMISSION
If you are a stockholder of record, you may attend the annual
meeting by checking in with Company representatives at the desk
outside the meeting room. If your shares are held in the name of a
bank, broker or other holder of record and you plan to attend the
meeting, you must show proof of ownership of Laclede Gas Company
common stock at the desk.
WHO CAN VOTE
Holders of record of Laclede Gas Company common stock at the
close of business on December 10, 1999 are entitled to receive this
notice and to vote at the meeting. As of that date, there were
18,877,987 common shares outstanding. You are entitled to one vote
for each share owned of record on that date, except in the election
of directors where cumulative voting applies.
PROXIES
Your vote is important. Please use the postage-paid envelope
provided to vote and return your proxy by mail. You may revoke your
proxy at any time before it is exercised by (1) written notice to
the Secretary of the Company, (2) timely delivery of a valid,
later-dated proxy or (3) voting by ballot at the meeting.
If you participate in the Laclede Gas Company Dividend
Reinvestment and Stock Purchase Plan, your proxy card will include
the shares registered in your own name as well as those shares held
for you in the Dividend Reinvestment and Stock Purchase Plan. If you
do not give voting instructions for shares owned by you through the
Plan, your shares will not be voted.
To vote, simply mark your proxy, date and sign it, and return it
in the postage-paid envelope provided.
VOTING AT THE ANNUAL MEETING
Voting now will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are
held in the name of a bank, broker or other holder of record, you
must obtain a proxy, executed in your favor, from the holder of
record to be able to vote at the annual meeting.
All shares that have been properly voted and not revoked will be
voted at the annual meeting in accordance with your instructions. If
you sign your proxy card but do not give voting instructions, the
shares represented by that proxy will be voted by those named in the
proxy card as recommended by the Board of Directors.
VOTING OF OTHER MATTERS
If any other matters are properly presented at the annual
meeting for consideration, the persons named in the enclosed proxy
card will have the discretion to vote on those matters for you. As
of the date this proxy statement went to press, we do not know of
any other matter to be raised at the annual meeting.
2
<PAGE>
<PAGE>
HOW VOTES ARE COUNTED
The presence in person or by proxy of the holders of a majority
of the votes entitled to be cast by the stockholders entitled to
vote at the annual meeting is necessary to constitute a quorum.
Abstentions, votes indicating "withhold" and broker "non-votes" are
counted as present and entitled to vote for purposes of determining
a quorum at the meeting. A broker "non-vote" may occur when a
nominee holding shares for a beneficial owner may not have received
instructions from the beneficial owner and may not have discretionary
voting power on certain matters, but may have voted with respect to
other matters pursuant to discretionary authority or beneficial
owner instructions.
If you indicate "abstain" or "withhold" for a matter on your
proxy card, your shares will be deemed present for that matter. If
you do not give voting instructions as to one or more matters but we
have indicated in this proxy statement how the persons named in the
proxy card will vote on the matter, you will be deemed to have given
voting instructions and the shares will be counted as present for
the matter and voted as recommended by the board in this proxy
statement. UMB, our transfer agent, will tabulate the votes.
STOCKHOLDER ACCOUNT MAINTENANCE
Our transfer agent is UMB. All communications about the accounts
of stockholders of record, including address changes, name changes,
inquiries as to requirements to transfer shares and similar issues
may be handled by calling UMB at 1-800-884-4225.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
our directors and executive officers to file reports of holdings and
transactions in Laclede Gas Company shares with the SEC and the New
York and Chicago Stock Exchanges. Mr. Jaudes, director of the
Company, filed late one Form 4 reporting one transaction in Company
stock. Based on our records and other information, we believe that
in all other respects during fiscal year 1999 our directors and
executive officers met all applicable SEC reporting requirements.
PROPOSAL 1
ELECTION OF DIRECTORS
The board of directors is divided into three classes, currently
consisting of two classes of three directors each and one class of
four directors whose terms expire at successive annual meetings.
Three directors will be elected at the annual meeting to serve for a
three-year term expiring at our annual meeting in the year 2003.
The persons named on the enclosed proxy card intend to vote the
proxy for the election of each of the three nominees, unless you
indicate on the proxy card that your vote should be withheld from
any or all of such nominees. Each nominee elected as a director will
continue to serve until his or her successor has been elected, or
until his or her death, resignation or retirement. Effective June 1,
1999, the board of directors elected Mr. W. Stephen Maritz to fill
the vacant position on the board, which vacancy resulted from the
resignation of Mr. Richard E. Beumer, Vice Chairman of Jacobs
Engineering Group, Inc. The board meeting schedule for Jacobs
directly coincided and conflicted with the Company's board meeting
schedule. The board appointed Mr. Maritz to replace Mr. Beumer and
complete the remainder of Mr. Beumer's term.
CUMULATIVE VOTING
You have the right to vote cumulatively for the election of
directors. This means that you may multiply the number of shares you
own by three--the number of directors to be elected--and then cast
the resulting total number of votes for one nominee or among two or
more nominees. To exercise cumulative voting rights, please indicate
appropriate instructions on the face of the proxy card.
3
<PAGE>
<PAGE>
VOTE REQUIRED
The three nominees receiving the greatest number of affirmative
votes will be elected. Thus, broker non-votes and votes to
"withhold" will have no effect. If you except one or more (but not
all) nominees on your proxy card, all votes represented by your
shares will be allocated as evenly as possible for and among the
remaining nominees.
NOMINEES
The board of directors has proposed the following nominees for
election as directors with terms expiring in 2003 at the annual
meeting: Andrew B. Craig, III, C. Ray Holman and William E. Nasser.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
THESE NOMINEES FOR ELECTION AS DIRECTORS.
We expect each nominee for election as a director to be able to
serve if elected. If any nominee is not able to serve, proxies will
be voted in favor of the remainder of those nominated and may be
voted for substitute nominees, unless the board chooses to reduce
the number of directors serving on the board.
DIRECTORS' BIOGRAPHICAL INFORMATION
The principal occupation and certain other information about the
nominees and other directors whose terms of office continue after
the annual meeting are set forth below.
NOMINEES FOR TERM EXPIRING IN 2003:
ANDREW B. CRAIG, III, 68, retired on April 30, 1998 as Chairman
of the Board of NationsBank Corporation. He had served in that
position since January 1, 1997. Previously, he had been Chairman of
the Board, Chief Executive Officer and President of Boatmen's
Bancshares, Inc.; Chairman from 1989 to 1997, Chief Executive
Officer from 1988 to 1997 and President from 1985 to 1994. In
addition he is a director of Grupo Modelo S.A. de C.V.
Year first elected a director: 1994
C. RAY HOLMAN, 57, is Chairman of the Board and Chief Executive
Officer of Mallinckrodt Inc., a global medical products company. He
has been Chairman since October 1994, Chief Executive Officer since
December 1992 and was President from December 1992 to December 1995.
In addition to being a director of Mallinckrodt Inc., Mr. Holman is
a director of BankAmerica Corp.
Year first elected a director: 1994
WILLIAM E. NASSER, 60, is Chairman of the Board of Energy
BioSystems Corporation, a biotechnology company focusing on
biotechnology for the refining and oil production industries. He
retired as Chairman of the Board, Chief Executive Officer and
President of Petrolite Corporation in November 1995. He had served
in that capacity since February 1992. He is a director of Energy
BioSystems Corporation.
Year first elected a director: 1994
DIRECTORS WITH TERM EXPIRING IN 2001:
DR. HENRY GIVENS, JR., 66, has been president of Harris-Stowe
State College for the last 20 years. He is a director of Mercantile
Bancorporation, Inc.
Year first elected a director: 1992
MARY ANN KREY, 52, has been Chairman and Chief Executive Officer
of Krey Distributing Co., an Anheuser-Busch wholesaler, since
December 1986. She is a director of Commerce Bancshares, Inc., CPI
Corporation and Masco Corp.
Year first elected a director: 1992
4
<PAGE>
<PAGE>
H. EDWIN TRUSHEIM, 72, retired on January 26, 1995 as Chairman
of the Board of General American Life Insurance Company, a mutually
owned company providing individual and group life and health
insurance as well as pension plans and pension administrative
services. Previously he was Chairman of the Board from May 15, 1992
until January 26, 1995. He is a director of Angelica Corporation,
RehabCare Corporation and Reinsurance Group of America.
Year first elected a director: 1986
DOUGLAS H. YAEGER, 50, has been the Company's Chairman of the
Board since January 28, 1999, Chief Executive Officer since January
1, 1999 and President since December 1, 1997. He served as the
Company's Executive Vice President--Operations and Marketing from
September 1, 1995 through November 30, 1997 and Senior Vice
President--Operations, Gas Supply and Technical Services from
January 27, 1994 to August 31, 1995.
Year first elected a director: 1997<F1>
DIRECTORS WITH TERM EXPIRING IN 2002:
ROBERT C. JAUDES, 65, retired as the Company's Chief Executive
Officer on January 1, 1999 and as Chairman of the Board on January
28, 1999. From January 27, 1994 to December 1, 1997 he served as
Chairman of the Board, Chief Executive Officer and President of the
Company. On December 1, 1997, Mr. Jaudes relinquished the title of
President but continued to serve as the Company's Chairman of the
Board and Chief Executive Officer until his retirement. Mr. Jaudes
was an employee of Laclede Gas Company from 1955 to 1999.
Year first elected a director: 1983
W. STEPHEN MARITZ, 41, has been Vice Chairman of Maritz Inc.
since July 1994, President since April 1, 1997 and Chief Executive
Officer since November 1998. Maritz Inc. provides performance
improvement, marketing research and travel services on a global
basis. From April 1, 1997 to November 1998, he was Chief Operating
Officer of Maritz Inc. and from May 1995 to April 1997 he was Senior
Corporate Vice President.
Year first appointed a director: 1999
ROBERT P. STUPP, 69, is and since December 31, 1990 has been the
President and Chief Executive Officer of Stupp Bros. Inc. Stupp
Bros. Inc. has: (1) three operating divisions: Stupp Bridge Company
of Bowling Green, Kentucky, fabricator of highway and railroad
girder bridges; Stupp Corporation of Baton Rouge, Louisiana,
producer of custom-made Electrical Resistance Welded pipe for oil
and gas transmission; and Fulton Iron Works International of St.
Louis, Missouri, engineers and manufacturers of machinery; and (2)
three subsidiaries: Hammerts Iron Works, Inc. of St. Louis,
Missouri, fabricator of structural steel; Bayou Coating L.L.C. of
Houston, Texas, provider of applicators for steel line pipe; and
Lemay Bank and Trust Company of St. Louis, Missouri, a Missouri bank
and member of the FDIC and Federal Reserve systems. Mr. Stupp
currently serves, and has served since 1960, as a senior executive
officer of one or more of those entities. He is a director of Stupp
Bros. Inc.
Year first elected a director: 1990
[FN]
- -------
<F1> "Control Person"--defined as one who, other than solely as a
director of Laclede Gas Company, possesses the power to direct
the management and policies of Laclede Gas Company.
5
<PAGE>
<PAGE>
BOARD AND BOARD COMMITTEE MEETINGS
The standing committees of the board for the fiscal year ended
September 30, 1999 included the audit committee, compensation
committee and nominating committee. During the 1999 fiscal year
there were 14 meetings of the board of directors. All directors
attended 75% or more of the aggregate number of meetings of the
board and applicable committee meetings.
THE AUDIT COMMITTEE
The audit committee recommends to the board independent auditors
to perform audit and non-audit services, reviews the scope and
results of such services, reviews with management and the
independent auditors any recommendations of the auditors regarding
changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reports to the board
after each audit committee meeting. The committee members are Andrew
B. Craig, III, Henry Givens, Jr., C. Ray Holman (chairman) and H. Edwin
Trusheim. The committee met three times in fiscal year 1999.
THE COMPENSATION COMMITTEE
The compensation committee reviews and recommends to the board
the salaries and other forms of compensation of the Company's
officers. The committee members are C. Ray Holman, Robert C. Jaudes,
William E. Nasser, Robert P. Stupp and H. Edwin Trusheim (chairman).
The committee met once in fiscal year 1999.
THE NOMINATING COMMITTEE
The nominating committee recommends to the board new director
nominees. The committee members are C. Ray Holman, Robert C. Jaudes,
William E. Nasser, Robert P. Stupp, H. Edwin Trusheim and Douglas H.
Yaeger (chairman). The committee met once in fiscal year 1999.
6
<PAGE>
<PAGE>
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth as of September 30, 1999 the
beneficial ownership of the Company's Common Stock by (i) Stupp
Bros. Inc., 120 South Central Ave., Ste. 1650, St. Louis, MO 63105,
the only person or entity who as of September 30, 1999 is known to
be the beneficial owner of 5% or more of the Company's Common Stock,
(ii) each of the Directors, (iii) each of the Company's current
Executive Officers listed in the Summary Compensation Table, and
(iv) all Directors and Executives as a group.
<TABLE>
AMOUNT AND NATURE OF OWNERSHIP
<CAPTION>
SOLE VOTING SHARED VOTING
AND/OR AND/OR
NAME OF INVESTMENT INVESTMENT PERCENT
BENEFICIAL OWNER POWER POWER TOTAL OF CLASS
---------------- ----------- ------------- --------- --------
<S> <C> <C> <C> <C>
A. B. Craig, III............................. 2,800<F1> -0- 2,800 <F*>
H. Givens, Jr................................ 2,200<F1> -0- 2,200 <F*>
C. R. Holman................................. 2,800<F1> -0- 2,800 <F*>
R. C. Jaudes................................. 12,681 9,000 21,681 <F*>
M. A. Krey................................... 3,200<F1> -0- 3,200 <F*>
W. S. Maritz................................. 800<F1> -0- 800 <F*>
G. T. McNeive, Jr............................ 3,013 -0- 3,013 <F*>
W. E. Nasser................................. 2,800<F1> -0- 2,800 <F*>
K. J. Neises................................. 494 -0- 494 <F*>
P. J. Palumbo................................ 1,468 -0- 1,468 <F*>
R. L. Russell................................ 4,521 -0- 4,521 <F*>
R. P. Stupp.................................. 5,232<F1> 1,155,000<F2> 1,160,232 6.15%
H. E. Trusheim............................... 3,274 -0- 3,274 <F*>
D. H. Yaeger................................. 3,055 -0- 3,055 <F*>
Stupp Bros. Inc.............................. 1,155,000<F2> -0- 1,155,000 6.12%
All Directors and Executive Officers
as a Group (21)............................ 65,874<F3>
<FN>
- ---------
<F1> Includes restricted, nonvested shares granted under the Restricted
Stock Plan for Non-Employee Directors, as described in more detail on
page 15.
<F2> Stupp Bros. Inc. owns these 1,155,000 shares. Mr. Stupp is a
Director and Executive Officer of Stupp Bros. Inc. and has a one-third
interest in a voting trust which controls 100% of the stock of Stupp
Bros. Inc.
<F3> This amount does not include the shares owned by Stupp Bros. Inc.
<F*> Less than one percent.
</TABLE>
7
<PAGE>
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Set forth below is certain information as to amounts paid,
earned or awarded by the Company for the fiscal year ended September
30, 1999, and for the immediately preceding two fiscal years for
services in all capacities by the chief executive officer and the
four other most highly compensated executive officers.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION PAYOUTS
--------------------------- ------------
NAME AND OTHER ANNUAL LTIP ALL OTHER
PRINCIPAL POSITION<F1> YEAR SALARY COMPENSATION<F2> PAYOUTS<F3> COMPENSATION<F4>
---------------------- ---- -------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
R. C. Jaudes 1999 $135,000 $ 7,000 $ 34,840 $10,094
Retired Chairman of the 1998 $530,833 $16,500 $135,465 $30,339
Board and CEO 1997 $506,667 $15,500 $124,963 $21,877
D. H. Yaeger 1999 $335,000 $16,500 $ 60,970 $ 7,020
Chairman of the Board, 1998 $280,000 $12,000 $ 42,240 $ 6,406
President and CEO 1997 $225,000 $ 25,025 $ 5,320
K. J. Neises 1999 $203,667 $ 28,140 $13,075
Senior Vice President--Energy 1998 $188,000 $ 20,460 $10,074
and Administrative Services 1997 $177,167 $ 9,425 $ 8,605
G. T. McNeive, Jr. 1999 $198,667 $ 28,140 $ 7,410
Senior Vice President--Finance 1998 $180,333 $ 22,110 $ 6,763
and General Counsel 1997 $161,667 $ 15,925 $ 5,446
R. L. Russell 1999 $146,667 $ 6,031
Senior Vice President--Operations 1998 $109,167 $ 4,090
and Marketing 1997 $ 92,333 $ 3,476
P. J. Palumbo 1999 $144,333 $ 6,833
Vice President--Industrial 1998 $139,000 $ 5,276
Relations 1997 $133,333 $ 5,039
<FN>
- ----------
<F1> On January 1, 1999, Mr. Jaudes retired as chief executive officer,
and Mr. Yaeger was elected to that position. On January 28, 1999, Mr.
Jaudes retired as chairman of the board, and Mr. Yaeger was elected to
that position.
<F2> The amounts in this column reflect fees paid for attendance at board
of directors and board committee meetings.
<F3> The amounts in this column reflect dividend equivalents paid under
the Incentive Compensation Plan to the named executive officer during
the three most recent fiscal years. For a more detailed discussion of
the Plan, see the Long-Term Incentive Plan Table and discussion on page 9.
<F4> For 1999 this column includes (a) above-market interest on deferrals
under the Company's Deferred Income Plan described on page 11
(Mr. Jaudes, $2,916; Mr. Yaeger, $-0-; Mr. Neises, $2,909; Mr. McNeive,
$840; Mr. Russell, $-0- and Mr. Palumbo, $-0-); (b) above-market interest
on deferrals under the Company's Deferred Income Plan II described on
page 11 (Mr. Jaudes, $5,261; Mr. Yaeger, $949; Mr. Neises, $4,334;
Mr. McNeive, $752; Mr. Russell, $928, and Mr. Palumbo, $1,637);
(c) Company matching contributions under the Company's Salary Deferral
Savings Plan which was established under Section 401(k) of the Internal
Revenue Code (Mr. Jaudes, $1,780; Mr. Yaeger, $5,934; Mr. Neises,
$5,695; Mr. McNeive, $5,681; Mr. Russell, $4,966 and Mr. Palumbo,
$5,059); and (d) Company paid premiums for supplemental travel and
accident insurance for accidental death or dismemberment with benefits
of up to $250,000 (approximately $137 for each named executive officer).
</TABLE>
8
<PAGE>
<PAGE>
INCENTIVE COMPENSATION PLAN
The following table discloses certain information about the
Company's Incentive Compensation Plan, which is considered a type of
long-term incentive plan under the proxy disclosure rules of the
Securities and Exchange Commission.
<TABLE>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<CAPTION>
NUMBER PERIOD UNTIL
NAME OF UNITS MATURATION<F1>
---- -------- --------------
<S> <C> <C>
Douglas H. Yaeger.................................... 13,500 5 years
Kenneth J. Neises.................................... 4,000 4 years
Gerald T. McNeive, Jr................................ 4,000 4 years
<FN>
- -------
<F1> Prior to January 26, 1995, dividend equivalents (equal to the cash
dividend paid on each share of the Company's Common Stock) were paid on
each of the share units to the recipient until his death, and thereafter
to a surviving spouse, if any, for life. Effective for awards of share
units made on and after January 26, 1995, no post-retirement dividend
equivalents and no post-retirement deferred compensation amounts shall
be paid to an awardee who retires before attaining the age of 65 (other
than by reason of death or disability or following a hostile change of
control) unless the awardee remains employed by the Company for at least
the following respective periods (based on the awardee's age at the date
of the award of the share units) subsequent to the date upon which the
share units are awarded:
<CAPTION>
NUMBER OF YEARS OF SERVICE
AGE AT REQUIRED FOLLOWING THE
DATE OF AWARD DATE OF SUCH AWARD
------------- --------------------------
<S> <C>
61 and older.............. 2
55-60..................... 4
54 and under.............. 5
The amount of Dividend Equivalents paid to any named Executive
during the last fiscal year is disclosed in the "LTIP Payouts"
column in the Summary Compensation Table.
</TABLE>
Each year, the Company credits or debits an amount (deferred
compensation amount) to each share unit outstanding at the end of a
fiscal year equal, subject to certain adjustments, to the per common
share net increase or decrease in consolidated retained earnings for
that fiscal year. The aggregate of annual deferred compensation
amounts are payable in ten equal annual installments to the
recipient or, if he is no longer living, his designated
beneficiaries or estate beginning on the fifth month following the
month in which the earlier of the following occurs: retirement,
death, disability or the recipient's election to terminate
employment with the Company following a hostile change in control
(as defined in the plan). No deferred compensation amounts accrue on
share units held by a recipient after the fiscal year in which his
employment has terminated due to retirement, disability, death or
the recipient's election to terminate following a hostile change in
control. Furthermore, if a participant's employment with the Company
ceases other than by reason of retirement, disability, death or
termination of employment following a hostile change in control,
then all share units are forfeited and all future rights to deferred
compensation amounts and dividend equivalents on account of such share
units lapse. Similarly, if a participant retires before age 65 (other
than by reason of death or disability or following a hostile change in
control) without providing the required additional years of service as
discussed in footnote 1 to the table above, then no post-retirement
benefits will be payable to such participant for such share units.
During the fiscal year ended September 30, 1999, $.20 was credited as a
deferred compensation amount on account of each share unit. Interest
accrues on the deferred compensation amounts on share units (for which
the required additional years of service have been provided) only after
the date of retirement, disability, death or election of recipient to
terminate employment following a hostile change in control.
9
<PAGE>
<PAGE>
PENSION PLAN
The table below shows estimated annual benefits payable at a
normal retirement date under the Employees' Retirement Plan of
Laclede Gas Company--Management Employees and the Laclede Gas
Company Supplemental Retirement Benefit Plan.
<TABLE>
PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
<CAPTION>
YEARS OF SERVICE
AVERAGE FINAL --------------------------------------------------------------------------
COMPENSATION<F1> 15 20 25 30 35 40 45
---------------- -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000............. $ 44,161 $ 58,881 $ 73,601 $ 88,321 $103,042 $117,762 $133,512
200,000............. 59,911 79,881 99,851 119,821 139,792 159,762 180,762
250,000............. 75,661 100,881 126,101 151,321 176,542 201,762 228,012
300,000............. 91,411 121,881 152,351 182,821 213,292 243,762 275,262
350,000............. 107,161 142,881 178,601 214,321 250,042 285,762 322,512
400,000............. 122,911 163,881 204,851 245,821 286,792 327,762 369,762
<FN>
- ----------
<F1> "Average final compensation" is the higher of: (a) the annual
average of the highest 36 consecutive calendar months' compensation for
the participant's last 120 months of service; or (b) the annual average
of the highest three consecutive calendar years' compensation for the
participant's last ten calendar Years of Service. Compensation used for
pension formula purposes is the type of compensation included as
"Salary" in the Summary Compensation Table.
Benefits shown in the table (the calculation of which, in some cases,
takes into account the portion of average final compensation in excess
of Social Security covered compensation, and, in other cases, is
calculated after the deduction of Social Security offset amounts) assume
retirement at age 65, the Years of Service shown, continued existence of
the current plans without substantial change and payment in the form of
a single life annuity. Years of Service as of September 30, 1999 for the
persons named in the Summary Compensation Table are as follows: D. H.
Yaeger, 8 years; K. J. Neises, 15 years; G. T. McNeive, Jr., 13 years;
R. L. Russell, 43 years; and P. J. Palumbo, 8 years. Mr. Jaudes had 43
years of credited service when he retired.
</TABLE>
OTHER PLANS
EXECUTIVE SALARY PROTECTION PLAN
This program provides that if a participating executive officer
dies while an active employee of the Company, his or her
beneficiaries will receive his or her annual salary for one year,
and one-half of his or her annual salary for the next nine years or
until the executive officer would have been 65 years old, whichever
period is longer. When an executive officer dies after retiring from
the Company, his or her beneficiaries will receive an amount equal
to twice his or her annual salary if he or she dies prior to age 70,
or one times his or her annual salary if he or she dies after age 70.
MANAGEMENT CONTINUITY PROTECTION PLAN
Under this plan, adopted January 25, 1990, the Company enters
into management continuity protection agreements with all of its
officers. The agreements provide that if the officer's employment
terminates for any reason (other than death, disability or for
actions involving moral turpitude) within 54 months, in the case of
Mr. Yaeger, or 42 months, in the case of all other officers, after a
change in control of the Company, the officer will receive a
non-discounted lump sum payment. The lump sum payment will be in an
amount equal to the officer's average annual compensation for the
five-year period preceding termination multiplied by 2.99, in the
case of Mr. Yaeger, or 2.00 for all other officers. If the officer
remains employed by the Company for more than six months after a
change in control, the above benefit shall be reduced, in the case
of Mr. Yaeger, by one forty-eighth, or, in the case of all other
officers, by one thirty-sixth for each month beyond such six-month
period. In no event, however, will the benefit be greater than the
product of the officer's average monthly compensation for the
five-year period preceding termination and the number of
10
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<PAGE>
months remaining from such termination until the date the officer will
reach the age of 65. The agreements expire upon the earlier of (a)
the effective date of the officer's termination if prior to a change
in control; or (b) 54 months, in the case of Mr. Yaeger, or 42
months, in the case of all other officers, after a change in
control. Under the agreements, a "change in control" occurs when any
person becomes a beneficial owner, directly or indirectly, of the
Company's securities representing (a) more than 50 percent of the
voting power of the Company's outstanding securities or (b) at least
30 percent but not more than 50 percent of such securities and a
majority of the outside members of the Company's board of directors
decides that a change in control has occurred.
DEFERRED INCOME PLAN AND DEFERRED INCOME PLAN II
Previously, the Company established the Deferred Income Plan
for: (i) non-employee directors, and (ii) employee directors,
officers and certain other employees who are deemed by the
compensation committee of the board of directors to be key
executives who contribute materially to the prosperity of the
Company. The plan permitted deferral through April 30, 1990 for each
of four consecutive years of up to 100% of fees and retainers for
non-employee directors and up to 15% of salary (excluding incentive
compensation) for other participants. Such deferrals, along with
applicable income growth factors (at rates not to exceed the greater
of: (i) twelve percent per annum, and (ii) the annual corporate bond
rates specified in Moody's Investors Service plus four percent per
annum), form the basis for certain benefits payable to the
participant upon retirement; death or permanent and total disability
before retirement; or termination of a participant's status as a
director or employee before age 55. The amount of such benefit
depends on the type of triggering event, the amount deferred by a
participant, the ages at which deferrals are made and the
participant's age at the time of the triggering event. In the event
a participant, following a change in control of the Company,
terminates his or her status as a director or employee for good
reason, or is terminated by the Company without cause, such
participant is entitled to receive a lump sum benefit in the amount
equal to the greater of: (i) the present value of the account
balance under the Deferred Income Plan to which the participant
would be entitled if he or she had continued to make deferrals
during the remainder of the annual deferral period and if he or she
had terminated his or her status as a director or employee after
reaching normal retirement age (for this purpose, age 70 for all
directors, and age 65 for all other participants); or (ii) the
amount of the participant's account balance.
At the board of directors' meeting on September 23, 1993, the
board approved a separate Deferred Income Plan II. Deferred Income
Plan II provides that the board of directors may from time to time
determine to open up the Deferred Income Plan II to allow deferrals
during one or more succeeding annual periods and to allow new
participants in that Deferred Income Plan. Participants were allowed
to make deferrals during the 1999 calendar year and will also be
allowed to make deferrals during the 2000 calendar year. During each
deferral period a non-employee director participant may defer up to
100% of fees and retainers and an employee participant may defer up
to 15% of his or her annual salary (excluding incentive
compensation). In addition, under Deferred Income Plan II the
minimum applicable income growth factor for deferrals on and after
October 1, 1993 shall not exceed the greater of: (i) nine percent
per annum; and (ii) the annual corporate bond rates specified in
Moody's Investors Service plus three percent per annum. The
remainder of the terms of the Deferred Income Plan II are similar to
those of the original Deferred Income Plan discussed above.
11
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<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT
INCORPORATE THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING
COMPENSATION REPORT REGARDING EXECUTIVE COMPENSATION AND THE
PERFORMANCE GRAPH ON PAGE 14 SHALL NOT BE INCORPORATED BY REFERENCE
INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION
The compensation committee of the board of directors
("Committee") administers and determines the Company's executive
compensation program. After review and approval by the Committee,
all material issues relating to executive compensation are submitted
to the board for consideration and approval.
The philosophy of the Committee as it relates to executive
compensation is that the chief executive officer (CEO) and other
executive officers should be compensated at levels designed to
attract, motivate, and retain talented executives who are capable of
leading the Company in achieving its business objectives in an
industry facing increasing complexity, competition, and change; to
encourage and reward excellent performance; and to encourage
individual growth as a part of the Company's management development
program. Annual compensation for the Company's senior management
consists of salary, and for certain key executives, a long-term
incentive compensation plan.
Salary levels of Company executives are reviewed and may be
adjusted annually. Salaries are also increased to recognize
promotions and assignment of increased responsibilities to the
Company. In determining appropriate salaries, the Committee
considers: (1) the CEO's recommendations as to compensation for all
other executive officers; (2) the scope of responsibility,
experience, time in position, and individual performance for all
officers including the CEO; (3) internal fairness and equity among
positions held by each executive officer; (4) special factors such
as each individual's willingness and ability to accept special
assignments and responsibilities; (5) general cognizance of pay
practices of major companies within the St. Louis region as well as
within the utility industry generally relating to executives of
comparable responsibility; and (6) corporate performance. Evaluation
of corporate performance takes into account the significant effects
which weather variations as well as other unusual events may have on
the Company's earnings per share and other financial and operating
results as compared to corporate budgeted levels. The Committee's
analysis is a subjective process which utilizes no specific
weighting or formula of the aforementioned factors in determining
executives' base salaries.
Awards under the Company's long-term incentive compensation plan
may be granted by Committee recommendation and board approval to the
CEO and/or certain other key executives who have, in the judgment of
the Committee, demonstrated great ability and who the Company seeks
to retain in positions which can affect the long-term success of the
Company, including both the establishment and execution of the
Company's business strategies. Under this plan, upon the
recommendation of the Committee, the board of directors, exclusive
of any employee director who is eligible to participate in the plan,
may award share units to these key executives. The executives are
paid quarterly dividend equivalents on these share units at the same
rate that dividends are paid to stockholders. Share units also have
a deferred compensation component based on changes in the Company's
retained earnings over the course of a year. Such deferred
compensation is payable upon the executive's retirement. Current
compensation under this plan is limited to 25% of the executive's
current annual salary. Awards granted under this plan are intended
to encourage the continued employment of these talented executives.
Toward that end, this plan requires that an executive provide a
certain number of additional years of service after the date of an
award of share units in order for post-retirement dividend
equivalents and deferred compensation amounts associated with that
award to be paid. This plan provides compensation which is directly
linked with earnings per share achievement, a critical factor in
creating increased shareholder value. Determination of the number of
share units to award to a key executive is a subjective process
which considers an individual's current salary level, the number of
share units previously awarded, as well as expectations for the
executive's performance relative to maintaining the long-term
financial and operational integrity of the Company.
The compensation of executive officers other than the CEO was
adjusted effective February 1, 1999. Effective January 1, 1999,
which was the date of Robert C. Jaudes' retirement as CEO, Douglas
H. Yaeger
12
<PAGE>
was elected and assumed the position of CEO, in addition to his
position as President. The Committee considered Mr. Yaeger's
compensation and adjusted it effective January 1, 1999, coinciding
with his election as CEO.
Also, the board of directors, in recognition of the prior
performance and the high level of responsibility of several of the
Company's senior officers, awarded new share units to them, as set
forth in greater detail elsewhere in this proxy statement. Such
share unit awards are intended, among other things, to relate a
portion of executive compensation more directly with the long-term
interest of shareholders.
In determining the total compensation package of the CEO for
1999, the Committee considered all of the matters discussed above.
The Committee also considered the attainment of corporate-wide
budgeted goals, giving recognition to factors such as weather,
interest rates and regulatory policies which can significantly
impact operating results of gas utilities but are generally outside
the control of management. Further, the Committee considered
subjective factors related to individual performance and
responsibility for the long-term strategic direction of the Company.
Noted was Mr. Yaeger's leadership in: (1) the continued successful
performance of the Company's Gas Supply Incentive Plan; (2) the
conversion of the Williams Gas pipeline to natural gas service into
the Company's western service area; (3) the management of the
Company's 1998 rate case; (4) the ongoing implementation of the
Company's Year 2000 readiness program; and (5) the effective use of
a gas cost "hedging" program to protect against catastrophic
increases in gas costs. In December 1998, the board of directors,
after considering the various factors and accomplishments described
above, as well as his promotion to CEO, granted Mr. Yaeger an
increase in base salary and also awarded him 13,500 additional share
units under the incentive compensation plan.
Compensation Committee
H. Edwin Trusheim, Chairman
C. Ray Holman
Robert C. Jaudes
William E. Nasser
Robert P. Stupp
13
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's common stock to the Standard & Poor's 500 Stock Index and
to the Standard & Poor's Utilities Index for the Company's last five
fiscal years. The graph assumes that the value of the investment in
the Company's common stock and each index was $100 at September 30,
1994, and that all dividends were reinvested. The information
contained in this graph is not necessarily indicative of future
Company performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
LACLEDE GAS COMPANY, S&P 500, AND S&P UTILITIES
[GRAPH]
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Laclede $100.00 $103.94 $129.09 $136.91 $137.10 $143.30
- ------------------------------------------------------------------------------------------------------------------
S&P 500 $100.00 $129.74 $156.12 $219.27 $239.11 $305.59
- ------------------------------------------------------------------------------------------------------------------
S&P Utilities $100.00 $127.59 $136.29 $155.88 $202.69 $200.33
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
COMPENSATION OF DIRECTORS
RETAINER AND FEES
Directors who were not employees of the Company received a
monthly retainer fee of $1,500 per month during fiscal year 1999.
Also, all directors received a fee of $1,000 for each board meeting
attended personally; and $500 for each board meeting attended via
telephone conference call. Directors received fees of $500 for each
committee meeting attended personally; and $250 for each committee
meeting attended via telephone conference call. Each chairman of a
committee of the board except for the nominating committee chairman
received an additional $1,000 annual fee.
NON-EMPLOYEE DIRECTOR PLANS
The Company has also established a retirement plan for each of
its non-employee directors who is not entitled to benefits under the
Company's qualified pension plan and who serves at least five years
as a director or who dies while serving as a director. Pursuant to
this plan, the eligible director (the "participant"), or the
participant's designated beneficiary, would, following the
discontinuance of the participant's service as a director (or
following the participant's attaining 65 years of age, if the
participant is not at least 65 years old at the time of such
discontinuance of service), receive an annual retirement payment
amount equal to a percentage (the "applicable percentage") of the
annual board retainer fee at the time of such participant's
discontinuance of service. The applicable percentage shall be 10%
for each of the first ten years of service of such participant as a
director. The annual payments to the retired participant shall
continue until such participant's death, but if such participant
shall die before receiving at least ten annual payments, then such
participant's designated beneficiary shall, during such
beneficiary's lifetime, receive the remainder of the first ten
annual payments which the deceased participant would have received.
In 1990, the Company established the Restricted Stock Plan for
Non-Employee Directors, the term of which has been extended. Under
this Plan, a grant of 800 restricted shares will be made on the date
a person first begins serving as a non-employee director. Each
non-employee director will receive an additional grant of 200
non-vested and/or vested shares on the date of each subsequent
annual meeting of stockholders for services rendered by such
non-employee director during the preceding year. Although a
non-employee director is entitled to vote and may receive the
dividends on the restricted shares, the restricted shares are
forfeitable until vested pursuant to a schedule based upon the
non-employee director's years of participation in, and in some
cases, age at time of entering, the Restricted Stock Plan. Under a
trust agreement between the Company and UMB Bank, National
Association, as trustee, shares granted pursuant to the Restricted
Stock Plan are purchased on the open market by the trustee, and held
in trust until vested in the non-employee director. In January 1999,
Ms. Krey and Messrs. Holman and Nasser each received a grant of 200
non-vested shares; and Messrs. Craig, Givens and Stupp each received
a grant of 100 vested and 100 non-vested shares; and Mr. Trusheim
received a grant of 200 vested shares. In June 1999, Mr. Maritz
received a grant of 800 non-vested shares.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Jaudes serves as one of the five members of the Company's
compensation committee. As previously disclosed, he is the retired
Chairman of the Board and Chief Executive Officer of the Company.
15
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PROPOSAL 2
APPOINTMENT OF AUDITORS
The board of directors, upon recommendation of its audit
committee, recommends that you ratify the appointment of Deloitte &
Touche LLP Certified Public Accountants to audit the accounts of the
Company and its subsidiaries for the fiscal year ending September
30, 2000. Ratification requires the approval of a majority of the
outstanding shares entitled to vote and represented in person or by
proxy. Thus, if you vote to "abstain" on this matter, your
abstention will have the effect of a vote against ratification.
Deloitte & Touche LLP is the successor to the firm that has
acted as auditors of the Company since 1953. We expect that a
representative of Deloitte & Touche will be present at the Annual
Meeting, will have an opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR
2000.
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS
Under our by-laws, certain procedures are provided which a
stockholder must follow to nominate persons for election as
directors or to introduce an item of business at an annual meeting
of stockholders. These procedures provide that nominations for
director nominees and/or an item of business to be introduced at an
annual meeting of stockholders must be submitted in writing to the
Secretary of the Company, 720 Olive Street, St. Louis, MO 63101. For
the annual meeting to be held in January 2001, the nomination or
proposed item of business must be received by the Company no earlier
than October 27, 2000 and no later than November 26, 2000 (not more
than 90 days prior to and not less than 60 days prior to January 25,
2001). The written notice must satisfy certain requirements
specified in the Company's by-laws, a copy of which will be sent to
any stockholder upon written request to the Secretary.
The board is not aware of any matters that are expected to come
before the annual meeting other than those referred to in this proxy
statement. If any other matter should come before the meeting, the
persons named in the accompanying proxy intend to vote the proxies
in accordance with their best judgement.
The chairman of the board may refuse to allow the transaction of
any business not presented beforehand, or to acknowledge the
nomination of any person not made, in compliance with the procedures
set forth in the Company's by-laws.
Under the rules of the SEC, stockholder proposals intended to be
presented at the Company's 2001 annual meeting must be received by
the Company's Secretary at our principal office at 720 Olive Street,
St. Louis, MO 63101 by August 20, 2000.
COST OF PROXY SOLICITATION
We will pay the expense of soliciting proxies. Proxies may be
solicited on our behalf by officers or employees in person or by
telephone, electronic transmission, or facsimile transmission. We
have hired Morrow & Co. to assist us in the distribution and
solicitation of proxies for a fee of $5,000 plus expenses for these
services.
LACLEDE GAS COMPANY
By Mary Caola Kullman, Secretary
St. Louis, Missouri
December 16, 1999
16
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<PAGE>
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
Dear Shareholder,
You are cordially invited to join us at the Annual Meeting of
Shareholders of Laclede Gas Company, which will be held at the Marriott
Pavilion Hotel, One Broadway, St. Louis, Missouri, at 10:00 a.m.,
Central Standard Time, on Thursday, January 27, 2000. The purposes of
this meeting are set forth in the accompanying Notice of Annual Meeting
and Proxy Statement.
We urge you to read these proxy materials and the Annual Report,
and to participate in the meeting either in person or by proxy.
Whether or not you plan to attend the meeting in person, please
sign and return promptly the attached proxy card in the envelope provided
to assure that your shares will be represented.
Sincerely,
/s/ Douglas H. Yaeger
Chairman of the Board, President and
Chief Executive Officer
- -------------------------------------------------------------------------------
[LOGO] LACLEDE GAS COMPANY
720 OLIVE STREET, ST. LOUIS, MISSOURI 63101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mary C. Kullman, Gerald T. McNeive, Jr.,
Douglas H. Yaeger, and each of them, with or without any of the others,
attorneys and proxies, full power of substitution, to vote all of the
shares of common stock in Laclede Gas Company which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of said corporation to be held
at Marriott's Pavilion Hotel on Thursday, January 27, 2000; at 10:00 a.m.
local time, and at any adjournment thereof: (1) as hereinafter specified upon
the proposals listed below and as more particularly described in the Company's
proxy statement, receipt of which is hereby acknowledged; and (2) in their
discretion upon such other matters as may properly come before the Annual
Meeting of Stockholders.
A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD
---
1. ELECTION OF DIRECTORS: Andrew B. Craig, III, C. Ray Holman, and
William E. Nasser
/ / FOR all nominees / / FOR all nominees listed except __________
__________
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED.
2. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP as independent
auditors.
/ / FOR / / AGAINST / / ABSTAIN
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder(s). If no
direction is made, the proxy will be voted FOR Proposals 1 and 2.
Dated _________________________________
_______________________________________
_______________________________________
IMPORTANT: Please date and sign exactly
as your name(s) appears thereon. If
stock is held jointly, signature should
include both names. Executors,
administrators, trustees, guardians,
and others signing in a representative
capacity should so indicate.
PROXY MUST BE RETURNED BY JANUARY 27, 2000.
<PAGE>
<PAGE>
APPENDIX
The information in the Performance Graph on page 14 of the definitive
proxy statement of Laclede Gas Company is depicted in the table that
immediately follows the graph.
