As filed with the Securities and Exchange Commission on June 28, 2000
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
___________
LACLEDE GAS COMPANY
(Exact name of Registrant as specified in its charter)
___________
Missouri 43-0368139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
720 Olive Street, St. Louis, Missouri 63101, 314-342-0500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
Laclede Gas Company, 720 Olive Street, St. Louis, Missouri 63101,
314-342-0500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
GERALD T. McNEIVE, JR., ESQ. TODD W. ECKLAND, ESQ.
MARY C. KULLMAN, ESQ. Winthrop, Stimson, Putnam &
Roberts
Laclede Gas Company One Battery Park Plaza
720 Olive Street New York, New York 10004-1490
St. Louis, Missouri 63101 (212) 858-1000
(314) 342-0500 Fax: (212) 858-1500
Fax: (314) 421-1979
Approximate date of commencement of proposed sale to the public: from
time to time after this Registration Statement becomes effective as
determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. (X)
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Amount of
Securities to be registered aggregate offering registration fee
First Mortgage Bonds, Debt price (1)(2) $92,400
Securities, Common Stock, $350,000,000
$1.00 par value, Common
Stock Purchase Rights
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(1) Such indeterminate number or amount of First Mortgage Bonds, Debt
Securities or Common Stock with Common Stock Purchase Rights as may from
time to time be issued at indeterminate prices. Since no separate
consideration will be paid for the Common Stock Purchase Rights, the
registration fee for such securities is included in the fee for the Common
Stock. The value attributable to the Common Stock Purchase Rights, if any,
is reflected in the market price of the Common Stock.
(2) Estimated solely for purposes of calculating the registration fee.
____________
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission acting
pursuant to such section 8(a) may determine.
___________________________________________________________________________
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EXPLANATORY NOTE
This registration statement contains three forms of prospectuses to be
used in connection with offerings of the following securities of Laclede Gas
Company:
1. First Mortgage Bonds.
2. Debt Securities.
3. Common Stock and Common Stock Purchase Rights.
Each offering of securities made under this registration statement will
be made pursuant to one of these prospectuses, with the specific terms of
the securities offered thereby set forth in an accompanying prospectus
supplement.
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The information in this prospectus is not complete and may be changed.
Laclede Gas Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 28, 2000
PROSPECTUS
$350, 000,000
LACLEDE GAS COMPANY
First Mortgage Bonds
We may offer from time to time our first mortgage bonds.
We will provide specific terms of any first mortgage bonds we offer,
including their offering prices, interest rates and maturities, in
supplements to this prospectus. The supplements may also add, update or
change information contained in this prospectus. You should read this
prospectus and any supplements carefully.
We may offer our first mortgage bonds directly or through underwriters,
agents or dealers. The supplements to this prospectus will describe the
terms of any particular plan of distribution, including any underwriting
arrangements. The "Plan of Distribution" section of this prospectus also
provides more information on this topic.
Our principal executive offices are located at 720 Olive Street, St.
Louis, Missouri 63101 and our telephone number is (314) 342-0500.
________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________
The date of this Prospectus is , 2000
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Table of Contents
Page
Laclede Gas Company...................................3
Where You Can Find More Information...................3
Ratio of Earnings to Fixed Charges....................4
Use of Proceeds.......................................4
Description of First Mortgage Bonds...................4
Plan of Distribution.................................12
Experts..............................................13
Legal Opinions.......................................13
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Laclede Gas Company
We are a public utility that distributes and transports natural gas.
We serve approximately 637,000 customers as of March 31, 2000 in the City of
St. Louis, St. Louis County and parts of eight other counties in eastern
Missouri and are subject to the jurisdiction of the Missouri Public Service
Commission. Generally, we sell gas for househeating, certain other household
uses, and commercial and industrial space heating. In addition, we operate
underground natural gas storage fields and transport and store liquid
propane. We have also invested in other minor, non-utility businesses
For the three months ended March 31, 2000, we had operating utility
revenues of $230 million, approximately 63% of which came from sales to
residential customers and 25% from sales to commercial and industrial
customers. The balance of our utility operating revenues are primarily
attributable to our off-system sales, gas supply incentive plan and
transportation service. Due to the seasonal nature of our business,
earnings are typically concentrated in the first six months of the fiscal
year, which generally corresponds with the heating season.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any document that we file at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for information on the operation of the Public Reference Room. Our
SEC filings also are available to you at the SEC's website at
"http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus. We are incorporating by reference
the documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the first mortgage bonds offered by this prospectus or
they are removed from registration by means of a post-effective amendment.
Any of those future filings will update, supercede and replace the
information contained in any documents incorporated by reference in this
prospectus at the time of the future filings.
- Report on Form 10-K for the fiscal year ended September 30, 1999.
- Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999 and March 31, 2000.
- Current Reports on Form 8-K filed on October 29, 1999 and January
28, 2000.
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You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and phone number:
Corporate Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
314-342-0531
You should rely only on the information contained in, or incorporated
by reference in, this prospectus and any prospectus supplement. We have
not, and any underwriters, agents or dealers have not, authorized anyone
else to provide you with different information. We are not, and any
underwriters, agents or dealers are not, making an offer of these securities
in any state where the offer is not permitted. You should not assume that
the information incorporated in this prospectus and any prospectus
supplement is accurate as of any date other than the date on the front of
such documents.
Ratio of Earnings to Fixed Charges
The following table shows our ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
Fiscal Years Ended September 30,
_________________________________
Twelve Months ended
March 31, 2000 1999 1998 1997 1996 1995
------------------- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C>
2.79 2.93 3.01 3.62 3.81 2.65
</TABLE>
Use of Proceeds
Except as may be set forth in any prospectus supplement, the net
proceeds from the sale of our first mortgage bonds will be used to reduce
short-term debt, to redeem or discharge certain maturing long-term
indebtedness, to finance a portion of our capital expenditures, to reimburse
our treasury, for corporate development purposes including, without
limitation, acquisitions made by us, and for other general corporate
purposes.
Description of First Mortgage Bonds
General. The first mortgage bonds offered by this prospectus are to be
issued under our Mortgage and Deed of Trust, dated as of February 1, 1945,
to Mississippi Valley Trust Company, as trustee. State Street Bank and
Trust Company of Missouri, N.A., is the current trustee. The Mortgage and
Deed of Trust as supplemented and amended and as may be further supplemented
and amended is referred to as the "Mortgage." The following description sets
forth certain general terms and provisions of our first mortgage bonds and
the
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Mortgage. You should read the Mortgage for provisions that may be important
to you. We will describe the particular terms of any series of first
mortgage bonds and provisions that vary from those described below in one or
more prospectus supplements.
The prospectus supplement relating to any series of first mortgage
bonds being offered will include specific terms relating to that offering.
These terms will include any of the following terms that apply to that
series:
- the date or dates on which the principal of the first mortgage
bonds will be payable and how it will be paid;
- the rate or rates at which the first mortgage bonds will bear
interest;
- the place for payment and for the registration and transfer of
the first mortgage bonds;
- the date or dates from which interest on the first mortgage
bonds will accrue, the interest payment dates on which interest
will be paid, and the record dates for interest payments;
- any date or dates on which, and the price or prices at which, the
first mortgage bonds may be redeemed at our option and any
restrictions on such redemption;
- any sinking fund or other provisions or options held by holders
of first mortgage bonds that would obligate us to repurchase or
otherwise redeem the first mortgage bonds; and
- any other terms of the first mortgage bonds not inconsistent with
terms of the Mortgage.
Payment and Paying Agent. Interest on the first mortgage bonds payable
on the applicable interest payment date will be paid to the person in whose
name the first mortgage bond is registered at the close of business on the
record date for the interest payment date. However, if we default in the
payment of interest on any first mortgage bond, the defaulted interest will
be paid to the person in whose name the first mortgage bond is registered on
the date of payment of such defaulted interest. (See Supplemental Indenture
Section 2.7.)
Unless otherwise specified in the prospectus supplement, principal and
interest on first mortgage bonds at maturity will be paid upon presentation
of the first mortgage bonds at the corporate trust office of the trustee in
The City of New York as paying agent for us. We may change the place of
payment on the first mortgage bonds, may appoint one or more additional
paying agents (including us) and may remove any paying agent, all at our
discretion. (See Mortgage Sections 9.03 and 9.04.)
Registration and Transfer. The first mortgage bonds will be issued
only as fully registered bonds without coupons and in the denomination of
$1,000, and, at our option, in any multiple or multiples of $1,000 and will
be exchangeable for other first mortgage bonds
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of the same series in other authorized denominations, for a like aggregate
principal amount. The Mortgage allows us at our option to charge up to two
dollars per first mortgage bond for a transfer or exchange as well as a sum
sufficient to cover any applicable taxes or other governmental charges in
either case. (See Mortgage Section 2.05.) Unless otherwise specified in
the applicable prospectus supplement, transfers and exchanges of the first
mortgage bonds may be made at State Street Bank and Trust Company of
Missouri, N.A., One Metropolitan Square, St. Louis, MO 63101. We are not
required to make transfers or exchanges of first mortgage bonds:
- for a period of ten days prior to an interest payment date;
- for a period of fifteen days prior to the selection of first
mortgage bonds for redemption; or
- of any first mortgage bonds called or selected for redemption in
full.
(See Supplemental Indenture Section 2.8 and Mortgage Section 2.05.)
Satisfaction and Discharge. We will be discharged from our obligations
on the first mortgage bonds, or any portion of the principal amount of the
first mortgage bonds, if we irrevocably deposit with the trustee sufficient
cash to pay the principal, or portion of principal, interest and any other
sums when due on the first mortgage bonds at their maturity, stated maturity
date or redemption. (See Mortgage Section 19.01.)
The Mortgage will be deemed satisfied and discharged when no first
mortgage bonds issued under the Mortgage remain outstanding and when we have
paid all other sums payable by us under the Mortgage. (See Mortgage Section
19.01.)
Consolidation, Merger and Sale of Assets. The Mortgage does not
prevent our consolidation with or merger into another corporation or our
sale or lease of all or substantially all of the mortgaged property to a
corporation provided:
- we effect the transaction so as to preserve and not impair the lien
of the Mortgage;
- any lease is subject to immediate termination by (a) us or the
trustee at any time during a completed default under the Mortgage
or (b) a purchaser of the property at a sale under the Mortgage;
and
- the payment of the principal and interest of all first mortgage
bonds issued under the Mortgage and the performance and observance
of all of our covenants and conditions in the Mortgage are
expressly assumed by the successor corporation.
The successor corporation may exercise our same powers and rights under the
Mortgage. The Mortgage will not become a lien upon any of the property or
franchises of the successor corporation, except:
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- property which the successor corporation may acquire or construct
which becomes an integral part of the property covered by the
Mortgage;
- property used by the successor corporation as the basis under the
Mortgage for the issuance of first mortgage bonds; or
- franchises, repairs and additional property as may be acquired,
made or constructed by the successor corporation (a) to maintain,
renew and preserve the mortgaged property or (b) in pursuance of
some covenant or agreement under the Mortgage.
(See Mortgage Sections 17.02 and 17.03.)
The Mortgage does not restrict transactions in which we are the
surviving entity. (see Mortgage Section 17.01.)
Eminent Domain Provision. If any governmental body or agency exercises
any right which it may have through eminent domain or otherwise to purchase
or designate a purchaser of all or substantially all of the mortgaged
property, or if we sell all or substantially all of such property to any
governmental body or agency, then we shall have the right to redeem all
first mortgage bonds outstanding under the Mortgage. The first mortgage
bonds would be redeemed at their principal amounts plus accrued interest to
the date of redemption together with any premiums as may be required. We
covenant that in any of such events we will deposit with the trustee an
amount in cash as needed so that all moneys then held by the trustee shall
be sufficient to redeem all first mortgage bonds outstanding under the
Mortgage. The trustee will then take such steps as may be necessary to
effect the redemption. The trustee will use the moneys so deposited with or
held by it for the redemption. If we fail to take any steps necessary to
effect the prompt redemption of the first mortgage bonds, the trustee shall
have the power in our name, or otherwise, to take such steps. The trustee,
however, is under no obligation to take any such steps unless the amount of
cash on deposit with the trustee shall be sufficient to effect the
redemption. (See Mortgage Section 13.06.)
Priority and Security. The Mortgage creates a continuing lien to
secure the payment of the principal of, and interest on, all first mortgage
bonds issued under the Mortgage, which are in all respects equally and
ratably secured without preference, priority or distinction. The lien of
the Mortgage covers substantially all of our properties (real, personal and
mixed) and franchises, whether now owned or hereafter acquired, with certain
exceptions, including:
- cash,
- shares of stock,
- obligations (including bonds, notes and other securities),
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- property acquired for the purpose of sale or resale in the usual
course of business or for consumption in the operation of our
properties,
- construction equipment acquired for temporary use,
- vehicles and automobiles, and
- all judgments, accounts and choses in action.
The lien of the Mortgage is subject to certain permitted liens and
encumbrances:
- restrictions, exceptions and reservations of easements, rights of
way or otherwise contained in any and all deeds and/or other
conveyances under or through which we claim title thereto;
- with respect to property acquired since the execution of the
Mortgage, all defects and limitations of title and all other
encumbrances existing at the time of such acquisition, including
any purchase money mortgage or lien created at the time of
acquisition;
- defects of title with respect to certain real estate of minor
importance acquired by us since 1945;
- liens and deeds of trust on our leasehold estate at our general
offices; and
- excepted encumbrances as defined in the Mortgage.
(See Mortgage Section 1.06 and Granting Clauses.)
Maintenance and Improvement Fund. As long as any of first mortgage
bonds are outstanding under the Mortgage, we must pay annually to the
trustee cash equal to 2 3/4% of the average amount of our gross property
account (see Mortgage section 9.07III) less certain credits. These credits
consist of:
- credit for ordinary maintenance and repairs to the mortgaged
property in the calendar year in question;
- credit for expenditures since August 31, 1942, for property
additions, which have not been made the basis for the issuance of
first mortgage bonds, for a prior credit or as to which the right
to have first mortgage bonds authenticated has been waived (this
credit is limited to the cost of mortgaged property retired
subsequent to August 31, 1942);
- credit for property additions which could be the basis for the
issuance of first mortgage bonds, but which first mortgage bonds
have not yet been issued;
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- credit for outstanding first mortgage bonds surrendered to the
trustee for cancellation; and
- credit up to $2,000,000 for the payment of certain debentures which
were issued in 1945 and have now been paid.
If the credits taken exceed the amount of the annual payment which
would otherwise be required, the excess credits may be carried forward from
year to year. The credit balance which is shown on the most recent
certificate, which was filed in 2000 for the calendar year 1999 and may,
therefore, be carried forward, is $78,764,570. (See Mortgage Section 9.07.)
Issuance of Additional First Mortgage Bonds. The aggregate amount of
first mortgage bonds which may be issued under the Mortgage is unlimited.
The first mortgage bonds of each series shall be of such denominations,
date, maturity and interest rate and may have such redemption or sinking
fund provisions and such other terms as our board of directors may
determine. Sinking fund provisions for first mortgage bonds of one series
may be inapplicable to first mortgage bonds of another series.
The Mortgage permits the issuance of additional first mortgage bonds
under Articles VI, VII or VIII.
Under Article VI, first mortgage bonds may be issued against unfunded
property additions in a principal amount not exceeding 60% of the cost or
fair value thereof after making certain adjustments. (See Mortgage, Art. VI
and Sec. 1.04.) Unfunded property additions, at March 31, 2000, amounted to
$416,233,107. The Mortgage (Section 6.05) requires, as a prerequisite to the
authentication of first mortgage bonds under Article VI, net earnings (as
defined) for any 12 consecutive months within the 15 preceding months at
least twice the amount of the annual interest requirements on all first
mortgage bonds that will be outstanding under the Mortgage after such
authentication. Alternatively, we may deliver a certificate to the trustee
that shows our net earnings after provisions for depreciation, depletion and
amortization of property, for any 12 consecutive months within the 15 months
preceding the proposed issuance date of the additional first mortgage bonds,
at least 2 1/4 times the amount of total annual interest charges on our
funded debt, including the additional first mortgage bonds to be issued.
Funded debt means all of our debt with a term of at least one year. (See
Supplemental Indenture section 4.3 or 5.4, as applicable.)
Article VII allows the issuance of first mortgage bonds based upon the
retirement of first mortgage bonds previously outstanding. The principal
amount of first mortgage bonds issued under Article VII may not exceed the
principal amount of first mortgage bonds previously issued and retired which
have not been made the basis of certain credits. As of June 1, 2000, $47
million of previously issued and retired first mortgage bonds are available
to support the issuance of additional first mortgage bonds. The Mortgage
also provides that so long as any of the first mortgage bonds offered by
this prospectus are outstanding additional first mortgage bonds may not be
issued on the basis of first mortgage bonds which were taken as a credit
against any sinking fund or as a credit against the annual maintenance and
improvement payment. (See Mortgage Section 7.01 and Supplemental Indenture
Section 5.3)
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The Mortgage also permits the issuance of additional first mortgage
bonds under Article VIII of a principal amount equal to an amount of cash
deposited with the trustee. A prerequisite to the authentication of first
mortgage bonds under this Article is the delivery of net earnings
certificate like that required under Article VI. (See Mortgage Section
8.01.) We may also replace the net earnings certificate with the
alternative form similarly allowed under Article VI. We may later withdraw
the cash after substituting either property additions or first mortgage
bonds previously retired. In such case, we waive the right to issue other
first mortgage bonds of a principal amount equal to the amount of cash
withdrawn. (See Mortgage, Sec. 8.02.)
Release and Substitution of Property. Unless we are in default under
the Mortgage, property may be released against:
- cash or, to a limited extent, purchase money mortgages
- property additions, and
- the waiver of the right to issue first mortgage bonds.
Any cash deposited may be withdrawn upon the basis of property additions and
the waiver of the right to issue first mortgage bonds on the basis of
property additions. The Mortgage contains special provisions with respect to
pledged prior lien bonds. (See Mortgage Articles XI and XIII.)
Events of Default and Remedies. A "completed default" under the
Mortgage means any of the following:
- failure to pay the principal of any first mortgage bond when due,
whether at its maturity as stated therein or by declaration,
redemption or otherwise;
- failure to pay interest on any first mortgage bond within 60 days
of when it is due;
- certain events involving our bankruptcy, insolvency or
reorganization for a period of 90 days or more; or
- failure to perform any covenant, agreement or condition in the
Mortgage within 90 days of notice thereof to us from the trustee.
Article XIV of the Mortgage provides that if a completed default
happens, the trustee may, and upon written request of the holders of a
majority in principal amount of the first mortgage bonds then outstanding
will, declare the principal and accrued interest then owing immediately due
and payable. However, after that declaration but before any sale under that
declaration, the holders of a majority in principal amount of all
outstanding first mortgage bonds may, under certain circumstances, rescind
and annul the declaration if all agreements with respect to the completed
default have been fully performed and all interest in arrears and
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expenses and charges have been paid. Upon the occurrence of a completed
default, the trustee may take possession of and manage and operate the
property. In addition, the trustee may sell all of the property, or those
parcels as the holders of a majority in principal amount of the first
mortgage bonds outstanding may determine.
Subject to the provisions of the Mortgage relating to the duties of the
trustee, if an event of a completed default occurs and continues, the
trustee is under no obligation to exercise any of its rights or powers under
the Mortgage unless the holders of a majority in principal amount of the
first mortgage bonds then outstanding have requested the trustee to take
action and have adequately indemnified the trustee. In addition, the
holders of a majority in principal amount of the first mortgage bonds then
outstanding have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the trustee and to
exercise any trust or power conferred on the trustee.
The Mortgage provides that the trustee will, within 90 days after the
occurrence of a completed default, give notice to the holders of the
default, unless the default is cured before the giving of the notice. In
the case of a default in the payment of the principal of or interest on any
of the first mortgage bonds, however, the trustee is protected in
withholding notice if it determines in good faith that the withholding of
the notice is in the interest of the holders of first mortgage bonds.
Holders of first mortgage bonds have no right to institute any suit,
action or proceeding in equity or at law for the foreclosure of the
Mortgage, for the execution of any trust, for the appointment of a receiver
or any other remedy unless:
- prior notice is given to the trustee of a completed default;
- holders of at least 25% of the first mortgage bonds then
outstanding request the trustee, and offer it reasonable
opportunity, to proceed;
- offer the trustee adequate security and indemnity; and
- the trustee within 60 days of the notice fails or refuses to
institute such action.
The Mortgage also provides that a court may in its discretion require,
in any suit to enforce any provision of the Mortgage or against the trustee,
the filing by the party filing the suit of an undertaking to pay the costs
of the suit. The court may also assess reasonable costs including
attorneys' fees against any party to the suit. These provisions do not
apply, however, to a suit filed by the trustee or any bondholder for the
payment of principal or interest on any first mortgage bond on or after the
stated due date of the first mortgage bond.
Annual Notice To Trustee. We are required to furnish annually to the
trustee a certificate as to compliance with all conditions and covenants
under the Mortgage. We must provide similar certificates to the trustee
upon each release of property from the lien of the Mortgage and upon each
issuance of additional first mortgage bonds.
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The Trustee. State Street Bank and Trust Company of Missouri, N.A., is
the trustee under the Mortgage. It is presently contemplated that State
Street Bank and Trust Company, an affiliate of the trustee under the
Mortgage, will be the trustee under one or more indentures under which we
may issue unsecured debt securities.
Modification of Mortgage. Article XX of the Mortgage contains
provisions permitting modification of the Mortgage by consent of the holders
of 66 2/3% in principal amount of all first mortgage bonds whose rights are
affected by such modification. However, no modification may:
- extend the maturity of the principal of any first mortgage bonds,
- reduce the rate of interest on any first mortgage bond,
- modify any other term of payment of principal and interest,
- deprive to any holder of a first mortgage bond the mortgage lien,
- create a lien on the mortgaged property ranking equal or prior to
the mortgage lien; or
- reduce the percentage required for modification,
without the consent of any holder of first mortgage bonds affected by the
modification. Holders of at least 75% in principal of the first mortgage
bonds outstanding (including first mortgage bonds offered by this
prospectus), however, may consent to the postponement of any interest
payment for a period not exceeding three years from its due date.
Plan of Distribution
We may sell the first mortgage bonds in one or more series in any of
three ways: (i) through underwriters or dealers; (ii) through agents; or
(iii) directly to a limited number of purchasers or to a single purchaser.
Through Underwriters or Dealers. If underwriters are used in the sale,
the first mortgage bonds will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at the initial public offering price or
at varying prices determined at the time of the sale. The first mortgage
bonds may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
managing underwriters. The underwriter or underwriters with respect to
first mortgage bonds will be named in the prospectus supplement relating to
that offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover page of the
prospectus supplement. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters to purchase the first
mortgage bonds will be subject to certain
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conditions precedent, and the underwriters will be obligated to purchase all
of the first mortgage bonds if any are purchased.
Through Agents. First mortgage bonds may be sold through agents
designated by us from time to time. The prospectus supplement will set
forth the name of any agent involved in the offer or sale of the first
mortgage bonds as well as any commissions payable by us to the agent.
Unless otherwise indicated in the prospectus supplement, any agent will be
acting on a reasonable best efforts basis for the period of its appointment.
Directly. We may sell the first mortgage bonds directly to one or more
purchasers. In this case, no underwriters or agents would be involved.
General Information. The prospectus supplement for any first mortgage
bonds will set forth the terms of the offering of those first mortgage
bonds, including: (a) the name or names of any underwriters, dealers or
agents; (b) the purchase price of those first mortgage bonds and the
proceeds to us from their sale; (c) any underwriting discounts, agents'
commissions and other items constituting underwriting compensation; (d) any
initial public offering price; and (e) any discounts or concessions allowed
or reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If so indicated in the prospectus supplement for any first mortgage
bonds, we may authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase those first mortgage bonds from
us at the initial public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. Those contracts will be subject
to those conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for solicitation
of those contracts.
Agents, underwriters and dealers may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including certain liabilities under the Securities Act of 1933
or to contribution by us with respect to payments which those agents,
underwriters and dealers may be required to make in respect of those
liabilities.
Experts
The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended September 30, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
Legal Opinions
Opinions as to the legality of the first mortgage bonds to be issued
will be delivered by Gerald T. McNeive, Jr., our Senior Vice President-
Finance and General Counsel, and by
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Winthrop, Stimson, Putnam & Roberts, New York, New York, counsel for the
underwriters, dealers or agents.
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The information in this prospectus is not complete and may be changed.
Laclede Gas Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 28, 2000
PROSPECTUS
$350, 000,000
LACLEDE GAS COMPANY
Debt Securities
We may offer from time to time our debt securities.
We will provide specific terms of our debt securities, including their
offering prices, interest rates and maturities, in supplements to this
prospectus. The supplements may also add, update or change information
contained in this prospectus. You should read this prospectus and any
supplements carefully before you invest.
We may offer our debt securities directly or through underwriters,
agents or dealers. The supplements to this prospectus will describe the
terms of any particular plan of distribution, including any underwriting
arrangements. The "Plan of Distribution" section of this prospectus also
provides more information on this topic.
Our principal executive offices are located at 720 Olive Street, St.
Louis, Missouri 63101 and our telephone number is (314) 342-0500.
_______________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
The date of this prospectus is _________, 2000
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Table of Contents
Page
Laclede Gas Company.........................17
Where You Can Find More Information.........17
Ratio of Earnings to Fixed Charges..........18
Use of Proceeds.............................18
Description of Debt Securities..............18
Plan of Distribution........................27
Experts.....................................28
Legal Opinions..............................28
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Laclede Gas Company
We are a public utility that distributes and transports natural gas.
We serve approximately 637,000 customers as of March 31, 2000 in the City of
St. Louis, St. Louis County and parts of eight other counties in eastern
Missouri and are subject to the jurisdiction of the Missouri Public Service
Commission. Generally, we sell gas for househeating, certain other
household uses, and commercial and industrial space heating. In addition,
we operate underground natural gas storage fields and transport and store
liquid propane. We have also invested in other minor, non-utility
businesses.
For the three months ended March 31, 2000, we had utility operating
revenues of $230 million, approximately 63% of which came from sales to
residential customers and 25% from sales to commercial and industrial
customers. The balance of our utility operating revenues are primarily
attributable to our off-system sales, gas supply incentive plan and
transportation service. Due to the seasonal nature of our business,
earnings are typically concentrated in the first six months of the fiscal
year, which generally corresponds with the heating season.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any document that we file at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for information on the operation of the Public Reference Room. Our
SEC filings also are available to you at the SEC's website at
"http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus. We are incorporating by reference
the documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the debt securities offered by this prospectus or they
are removed from registration by means of a post-effective amendment. Any
of those future filings will update, supercede and replace the information
contained in any documents incorporated by reference in this prospectus at
the time of the future filings.
- Annual Report on Form 10-K for the fiscal year ended September 30,
1999.
- Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999 and March 31, 2000.
- Current Reports on Form 8-K filed on October 29, 1999 and January
28, 2000.
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You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and phone number:
Corporate Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
314-342-0531
You should rely only on the information contained in, or incorporated
by reference in, this prospectus and any prospectus supplement. We have
not, and any underwriters, agents or dealers have not, authorized anyone
else to provide you with different information. We are not, and any
underwriters, agents or dealers are not, making an offer of these securities
in any state where the offer is not permitted. You should not assume that
the information incorporated in this prospectus and any prospectus
supplement is accurate as of any date other than the date on the front of
such documents.
Ratio of Earnings to Fixed Charges
The following table shows our ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION> Fiscal Years Ended September 30,
_________________________________
Twelve Months ended
March 31, 2000 1999 1998 1997 1996 1995
___________________ ____ ____ ____ ____ ____
<C> <C> <C> <C> <C> <C>
2.79 2.93 3.01 3.62 3.81 2.65
</TABLE>
Use of Proceeds
Except as may be set forth in any prospectus supplement, the net
proceeds from the sale of the debt securities will be used to reduce short-
term debt, to redeem or discharge certain maturing long-term indebtedness,
to finance a portion of our capital expenditures, to reimburse our treasury,
for corporate development purposes including, without limitation,
acquisitions made by us, and for other general corporate purposes.
Description of Debt Securities
General. The following description sets forth certain general terms
and provisions of our unsecured debt securities that we may offer by this
prospectus. We will describe the particular terms of the debt securities,
and provisions that vary from those described below, in one or more
prospectus supplements.
The debt securities will be our direct unsecured general obligations.
The debt securities will be senior debt securities. We may issue the debt
securities from time to time in
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one or more series. We will issue the debt securities under one or more
separate indentures ("Indenture") between us and State Street Bank and Trust
Company, as trustee.
The following descriptions of the debt securities and the Indenture are
summaries and are qualified by reference to the Indenture. The form of the
Indenture is being filed as an exhibit to the registration statement, and
you should read the Indenture for provisions that may be important to you.
References to certain sections of the Indenture are included in parentheses.
The Indenture will be qualified under the Trust Indenture Act of 1939. You
should refer to the Trust Indenture Act of 1939 for provisions that apply to
the debt securities.
The debt securities will rank equally with any of our other senior,
unsecured and unsubordinated debt. As of June 1, 2000, we had $88.6 million
in unsecured debt outstanding, all in the form of commercial paper, and $205
million first mortgage bonds issued and outstanding under our Mortgage and
Deed of Trust dated as of February 1, 1945. The Indenture does not restrict
our ability to issue additional first mortgage bonds under our Mortgage and
Deed of Trust.
The prospectus supplement relating to any series of debt securities
being offered will include specific terms relating to that offering. These
terms will include any of the following terms that apply to that series:
- the title of the debt securities;
- the total principal amount of the debt securities;
- the date or dates on which the principal of the debt securities will be
payable and how it will be paid;
- the rate or rates at which the debt securities will bear interest, or
how such rate or rates will be determined;
- the date or dates from which interest on the debt securities will
accrue, the interest payment dates on which interest will be paid, and
the record dates for interest payments;
- any right to extend the interest payment periods for the debt securities
and the duration of the extension;
- the percentage, if less than 100%, of the principal amount of the debt
securities that will be payable if the maturity of the debt securities
is accelerated;
- any date or dates on which, and the price or prices at which, the debt
securities may be redeemed at our option and any restrictions on such
redemptions;
- any sinking fund or other provisions or options held by holders of debt
securities that would obligate us to repurchase or otherwise redeem the
debt securities;
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- any changes or additions to the Events of Default under the Indenture or
changes or additions to our covenants under the Indenture;
- if the debt securities will be issued in denominations other than 1,000;
- if payments on the debt securities may be made in a currency or
currencies other than United States dollars;
- any convertible feature or options regarding the debt securities;
- any rights or duties of another person to assume our obligations with
respect to the debt securities;
- any collateral, security, assurance or guarantee for the debt
securities; and
- any other terms of the debt securities not inconsistent with terms of
the Indenture.
(See Section 301.)
The Indenture does not limit the principal amount of debt securities
that may be issued. The Indenture allows debt securities to be issued up to
the principal amount that may be authorized by us.
Debt securities may be sold at a discount below their principal amount.
United States federal income tax considerations applicable to debt
securities sold at an original issue discount may be described in the
prospectus supplement. In addition, certain United States federal income
tax or other considerations applicable to any debt securities which are
denominated or payable in a currency or currency unit other than United
States dollars may be described in the prospectus supplement.
Except as may otherwise be described in the prospectus supplement, the
covenants contained in the Indenture will not afford holders of debt
securities protection in the event of a highly leveraged or similar
transaction involving us or in the event of a change of control.
Payment and Paying Agents. Except as may be provided in the prospectus
supplement, interest, if any, on each debt security payable on each interest
payment date will be paid to the person in whose name such debt security is
registered as of the close of business on the regular record date for the
interest payment date. However, interest payable at maturity will be paid
to the person to whom the principal is paid. If there has been a default in
the payment of interest on any debt security, the defaulted interest may be
paid to the holder of such debt security as of the close of business on a
date to be fixed by the trustee, which will be between 10 and 15 days prior
to the date proposed by us for payment of such defaulted interest or in any
other manner permitted by any securities exchange on which such debt
security may be listed, if the trustee finds it practicable. (See Section
307.)
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Unless otherwise specified in the prospectus supplement, principal of,
and premium, if any, and interest, if any, on the debt securities at
maturity will be payable upon presentation of the debt securities at the
corporate trust office of the trustee, in The City of New York, as paying
agent for us. We may change the place of payment on the debt securities,
may appoint one or more additional paying agents (including us) and may
remove any paying agent, all at our discretion. (See Section 602.)
Registration and Transfer. Unless otherwise specified in the
prospectus supplement, the transfer of debt securities may be registered,
and debt securities may be exchanged for other debt securities of the same
series or tranche, of authorized denominations and with the same terms and
principal amount, at the corporate trust office of the trustee in The City
of New York. We may change the place for registration of transfer and
exchange of the debt securities and may designate additional places for such
registration and exchange. Unless otherwise provided in the prospectus
supplement, no service charge will be made for any transfer or exchange of
the debt securities. However, we may require payment to cover any tax or
other governmental charge that may be imposed. We will not be required to
execute or to provide for the registration of transfer of, or the exchange
of, (a) any debt security during a period of 15 days prior to giving any
notice of redemption or (b) any debt security selected for redemption except
the unredeemed portion of any debt security being redeemed in part. (See
Section 305.)
Satisfaction and Discharge. We will be discharged from our obligations
on the debt securities of a particular series, or any portion of the
principal amount of the debt securities of such series, if we irrevocably
deposit with the trustee sufficient cash or government securities to pay the
principal, or portion of principal, interest, any premium and any other sums
when due on the debt securities of such series at their maturity, stated
maturity date, or redemption. (See Section 701.)
The Indenture will be deemed satisfied and discharged when no debt
securities remain outstanding and when we have paid all other sums payable
by us under the Indenture. (See Section 702.)
All moneys we pay to the trustee or any paying agent on debt securities
which remain unclaimed at the end of two years after payments have become
due will be paid to or upon the order of us. Thereafter, the holder of such
debt security may look only to us for payment thereof. (See Section 603.)
Consolidation, Merger, and Sale of Assets. Under the terms of the
Indenture, we may not consolidate with or merge into any other entity or
convey, transfer or lease our properties and assets substantially as an
entirety to any entity, unless:
- the surviving or successor entity is organized and validly existing
under the laws of any domestic jurisdiction and it expressly
assumes our obligations on all debt securities and under the
Indenture;
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- immediately after giving effect to the transaction, no event of
default and no event which, after notice or lapse of time or both,
would become an event of default shall have occurred and be
continuing; and
- we shall have delivered to the trustee an officer's certificate and
an opinion of counsel as to compliance with the foregoing.
The terms of the Indenture do not restrict us in a merger in which we
are the surviving entity. (See Section 1101.)
Events of Default. "Event of default" when used in the Indenture with
respect to any series of debt securities, means any of the following:
- failure to pay interest, if any, on any debt security of the
applicable series for 60 days after it is due;
- failure to pay the principal of or premium, if any, on any debt
security of the applicable series within three business days after
its maturity;
- failure to perform any other covenant in the Indenture, other than
a covenant that does not relate to that series of debt securities,
that continues for 90 days after we receive written notice from the
trustee, or we and the trustee receive a written notice from 33% of
the holders of the debt securities of that series; however, the
trustee or the trustee and the holders of such principal amount of
debt securities of this series can agree to an extension of the 90-
day period and that an agreement to extend will be automatically
deemed to occur if we are diligently pursuing action
to correct the default;
- certain events involving our bankruptcy, insolvency or
reorganization; or
- any other event of default included in any supplemental indenture
or officer's certificate for a specific series of debt securities.
(See Section 801.)
The trustee may withhold notice to the holders of debt securities of
any default, except default in the payment of principal, premium or
interest, if it considers such withholding of notice to be in the interests
of the holders. An event of default for a particular series of debt
securities does not necessarily constitute an event of default for any other
series of debt securities issued under the Indenture.
Remedies. If an event of default with respect to fewer than all the
series of debt securities occurs and continues, either the trustee or the
holders of at least 33% in principal amount of the debt securities of such
series may declare the entire principal amount of all the debt securities of
such series, together with accrued interest, to be due and payable
immediately. However, if the event of default is applicable to all
outstanding debt securities
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under the Indenture, only the trustee or holders of at least 33% in
principal amount of all outstanding debt securities of all series, voting as
one class, and not the holders of any one series, may make such a
declaration of acceleration.
At any time after a declaration of acceleration with respect to the
debt securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained, the event of default giving
rise to such declaration of acceleration will be considered waived, and such
declaration and its consequences will be considered rescinded and annulled,
if:
- we have paid or deposited with the trustee a sum sufficient to pay:
(1) all overdue interest, if any, on all debt securities of the
series;
(2) the principal of, and premium, if any, on, any debt securities
of the series which have otherwise become due and interest, if
any, that is currently due;
(3) interest, if any, on overdue interest; and
(4) all amounts due to the trustee under the Indenture; or
- any other event of default with respect to the debt securities of
that series has been cured or waived as provided in the Indenture.
There is no automatic acceleration, even in the event of our
bankruptcy, insolvency or reorganization. (See Section 802.)
Other than its duties in case of an event of default, the trustee is
not obligated to exercise any of its rights or powers under the Indenture at
the request, order or direction of any of the holders, unless the holders
offer the trustee a reasonable indemnity. (See Section 903.) If they
provide a reasonable indemnity, the holders of a majority in principal
amount of any series of debt securities will have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the trustee, or exercising any power conferred upon the trustee.
However, if the event of default relates to more than one series, only the
holders of a majority in aggregate principal amount of all affected series
will have the right to give this direction. (See Section 812.) The trustee
is not obligated to comply with directions that conflict with law or other
provisions of the Indenture.
No holder of debt securities of any series will have any right to
institute any proceeding under the Indenture, or to exercise any remedy
under the Indenture, unless:
- the holder has previously given to the trustee written notice of a
continuing event of default;
- the holders of a majority in aggregate principal amount of the
outstanding debt securities of all series in respect of which an
event of default shall have occurred
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and be continuing have made a written request to the trustee and have
offered reasonable indemnity to the trustee to institute proceedings;
and
- the trustee has failed to institute any proceeding for 60 days
after notice and has not received any direction inconsistent with
the written request of holders during that period
(See Section 807.) However, such limitations do not apply to a suit by a
holder of a debt security for payment of the principal of, or premium, if
any, or interest, if any, on, a debt security on or after the applicable due
date. (See Section 808.)
Annual Notice to Trustee. We will provide to the trustee an annual
statement by an appropriate officer as to our compliance with all conditions
and covenants under the Indenture. (See Section 606.)
Modification and Waiver. We and the trustee may enter into one or more
supplemental indentures without the consent of any holder of debt securities
for any of the following purposes:
- to evidence the assumption by any permitted successor of our
covenants in the Indenture and in the debt securities;
- to add additional covenants or to surrender any of our rights or
powers under the Indenture;
- to add additional events of default;
- to change, eliminate, or add any provision to the Indenture;
provided, however, if the change, elimination, or addition will
adversely affect the interests of the holders of debt securities of
any series in any material respect, such change, elimination, or
addition will become effective only:
(1) when the consent of the holders of debt securities of such
series has been obtained in accordance with the Indenture; or
(2) when no debt securities of the affected series remain
outstanding under the Indenture;
- to provide collateral security for all but not part of the debt
securities;
- to establish the form or terms of debt securities of any other
series as permitted by the Indenture;
- to provide for the authentication and delivery of bearer securities
and coupons attached thereto;
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- to evidence and provide for the acceptance of appointment of a
successor trustee;
- to provide for the procedures required for use of a noncertificated
system of registration for the debt securities of all or any
series;
- to change any place where principal, premium, if any, and interest
shall be payable, debt securities may be surrendered for
registration of transfer or exchange and notices to us may be
served; or
- to cure any ambiguity or inconsistency or to make any other
provisions with respect to matters and questions arising under the
Indenture; provided that such action shall not adversely affect the
interests of the holders of debt securities of any series in any
material respect.
(See Section 1201.)
The holders of at least a majority in aggregate principal amount of the
debt securities of all series then outstanding may waive our compliance with
certain restrictive provisions of the Indenture. (See Section 607.) The
holders of not less than a majority in principal amount of the outstanding
debt securities of any series may waive any past default under the Indenture
with respect to that series, except a default in the payment of principal,
premium, if any, or interest and certain covenants and provisions of the
Indenture that cannot be modified or be amended without the consent of the
holder of each outstanding debt security of the series affected. (See
Section 813.)
If the Trust Indenture Act of 1939 is amended after the date of the
Indenture in such a way as to require changes to the Indenture, the
Indenture will be deemed to be amended so as to conform to such amendment of
the Trust Indenture Act of 1939. We and the trustee may, without the
consent of any holders, enter into one or more supplemental indentures to
evidence such an amendment. (See Section 1201.)
The consent of the holders of a majority in aggregate principal amount
of the debt securities of all series then outstanding is required for all
other modifications to the Indenture. However, if less than all of the
series of debt securities outstanding are directly affected by a proposed
supplemental indenture, then the consent only of the holders of a majority
in aggregate principal amount of all series that are directly affected will
be required. No such amendment or modification may:
- change the stated maturity of the principal of, or any installment
of principal of or interest on, any debt security, or reduce the
principal amount of any debt security or its rate of interest or
change the method of calculating such interest rate or
reduce any premium payable upon redemption, or change the currency
in which payments are made, or impair the right to institute suit
for the enforcement of any payment on or after the stated maturity
of any debt security, without the consent of the holder;
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- reduce the percentage in principal amount of the outstanding debt
securities of any series whose consent is required for any
supplemental indenture or any waiver of compliance with a provision
of the Indenture or any default thereunder and its
consequences, or reduce the requirements for quorum or voting,
without the consent of all the holders of the series; or
- modify certain of the provisions of the Indenture relating to
supplemental indentures, waivers of certain covenants and waiver of
past defaults with respect to the debt securities of any series,
without the consent of the holder of each outstanding debt security
affected thereby.
A supplemental indenture which changes the Indenture solely for the
benefit of one or more particular series of debt securities, or modifies the
rights of the holders of debt securities of one or more series, will not
affect the rights under the Indenture of the holders of the debt securities
of any other series. (See Section 1202.)
The Indenture provides that debt securities owned by us or anyone else
required to make payment on the debt securities shall be disregarded and
considered not to be outstanding in determining whether the required holders
have given a request or consent. (See Section 101.)
We may fix in advance a record date to determine the required number of
holders entitled to give any request, demand, authorization, direction,
notice, consent, waiver or other act of the holders, but we shall have no
obligation to do so. If a record date is fixed for that purpose, the
request, demand, authorization, direction, notice, consent, waiver or other
act of the holders may be given before or after that record date, but only
the holders of record at the close of business on that record date will be
considered holders for the purposes of determining whether holders of the
required percentage of the outstanding debt securities have authorized or
agreed or consented to the request, demand, authorization, direction,
notice, consent, waiver or other act of the holders. For that purpose, the
outstanding debt securities shall be computed as of the record date. Any
request, demand, authorization, direction, notice, consent, election, waiver
or other act of a holder shall bind every future holder of the same debt
securities and the holder of every debt security issued upon the
registration of transfer of or in exchange of those debt securities. A
transferee will be bound by acts of the trustee or us taken in reliance upon
an act of holders whether or not notation of that action is made upon that
debt security. (See Section 104.)
Notices. Notices to holders of debt securities will be given by mail
to the addresses of the holders as they may appear in the security register
for the debt securities. (See Section 106.)
Title. We, the trustee, and any agent of us or the trustee, may treat
the person in whose name debt securities are registered as the absolute
owner of those debt securities, whether or not those debt securities may be
overdue, for the purpose of making payments and for all other purposes
irrespective of notice to the contrary. (See Section 308.)
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Governing Law. Each Indenture and the debt securities will be governed
by, and construed in accordance with, the laws of the State of New York.
(See Section 112.)
Regarding the Trustee. State Street Bank and Trust Company is the
trustee under the Indenture. State Street Bank and Trust Company of
Missouri, N.A., an affiliate of the trustee under the Indenture, is the
trustee under our Mortgage and Deed of Trust.
A trustee may resign at any time by giving written notice to us or may
be removed at any time by act of the holders of a majority in principal
amount of all series of debt securities then outstanding delivered to the
trustee and us. No resignation or removal of a trustee and no appointment
of a successor trustee will be effective until the acceptance of appointment
by a successor trustee. So long as no event of default or event which,
after notice or lapse of time, or both, would become an event of default has
occurred and is continuing and except with respect to a trustee appointed by
act of the holders, if we have delivered to the trustee a resolution of our
board of directors appointing a successor trustee and that successor has
accepted such appointment in accordance with the terms of the Indenture, the
trustee will be deemed to have resigned and the successor will be deemed to
have been appointed as trustee in accordance with the Indenture. (See
Section 910.)
Plan of Distribution
We may sell the debt securities in one or more series in any of three
ways: (i) through underwriters or dealers; (ii) through agents; or (iii)
directly to a limited number of purchasers or to a single purchaser.
Through Underwriters or Dealers. If underwriters are used in the sale,
the debt securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at the initial public offering price or
at varying prices determined at the time of the sale. The debt securities
may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
managing underwriters. The underwriter or underwriters with respect to debt
securities will be named in the prospectus supplement relating to the
offering and, if an underwriting syndicate is used, the managing underwriter
or underwriters will be set forth on the cover page of the prospectus
supplement. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase the debt securities will be
subject to certain conditions precedent, and the underwriters will be
obligated to purchase all of the debt securities if any are purchased.
Through Agents. Debt securities may be sold through agents designated
by us from time to time. The prospectus supplement will set forth the name
of any agent involved in the offer or sale of the debt securities as well as
any commissions payable by us to the agent. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable best
efforts basis for the period of its appointment.
Directly. We may sell the debt securities directly to one or more
purchasers. In this case, no underwriters or agents would be involved.
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General Information. The prospectus supplement for any debt securities
will set forth the terms of the offering of the debt securities, including:
(a) the name or names of any underwriters, dealers or agents; (b) the
purchase price of the debt securities and the proceeds to us from their
sale; (c) any underwriting discounts, agents' commissions and other items
constituting underwriting compensation; (d) any initial public offering
price; and (e) any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If so indicated in the prospectus supplement the debt securities, we
may authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase the debt securities from us at the
initial public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on
a specified date in the future. Those contracts will be subject to those
conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of those
contracts.
Agents, underwriters and dealers may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including certain liabilities under the Securities Act of 1933
or to contribution by us for payments which those agents, underwriters and
dealers may be required to make in respect of those liabilities.
Experts
The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended September 30, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
Legal Opinions
Opinions as to the legality of the debt securities to be issued will be
delivered by Gerald T. McNeive, Jr., our Senior Vice President-Finance and
General Counsel, and by Winthrop, Stimson, Putnam & Roberts, New York, New
York, counsel for the underwriters, dealers or agents.
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The information in this prospectus is not complete and may be changed.
Laclede Gas Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 28, 2000
PROSPECTUS
LACLEDE GAS COMPANY
Common Stock
We may issue and sell from time to time authorized but unissued shares
of our common stock, together with attached common stock purchase rights.
We will provide specific information regarding our common stock,
including the number of shares to be sold and the offering price, in
supplements to this prospectus. The supplements may also add, update or
change information contained in this prospectus. You should read this
prospectus and any supplements carefully before you invest.
We may offer these shares of our common stock directly or through
underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section of this
prospectus provides more information on this topic.
Our common stock is listed on the New York and Chicago Stock Exchanges
under the trading symbol "LG." Any common stock sold pursuant to a
prospectus supplement will be listed on the New York and Chicago Stock
Exchanges.
Our principal executive offices are located at 720 Olive Street, St.
Louis, Missouri 63101 and our telephone number is 314-342-0500.
___________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
__________________
The date of this prospectus is , 2000
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Table of Contents
Page
Laclede Gas Company............................31
Where You Can Find More Information............31
Use of Proceeds................................32
Description of Common Stock....................32
Plan of Distribution...........................37
Experts........................................38
Legal Opinions.................................38
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Laclede Gas Company
We are a public utility that distributes and transports natural gas.
We serve approximately 637,000 customers as of March 31, 2000 in the City of
St. Louis, St. Louis County and parts of eight other counties in eastern
Missouri and are subject to the jurisdiction of the Missouri Public Service
Commission. Generally, we sell gas for househeating, certain other
household uses, and commercial and industrial space heating. In addition,
we operate underground natural gas storage fields and transport and store
liquid propane. We have also invested in other minor, non-utility
businesses.
For the three months ended March 31, 2000, we had utility operating
revenues of $230 million, approximately 63% of which came from sales to
residential customers and 25% from sales to commercial and industrial
customers. The balance of our utility operating revenues are primarily
attributable to our off-system sales, gas supply incentive plan and
transportation service. Due to the seasonal nature of our business,
earnings are typically concentrated in the first six months of the fiscal
year, which generally corresponds with the heating season.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any document that we file at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for information on the operation of the Public Reference Room. Our
SEC filings also are available to you at the SEC's website at
"http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. We are incorporating by
reference the documents listed below and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until we sell all of the common stock offered by this prospectus or
they are removed from registration by means of a post-effective amendment.
Any of those future filings will update, supercede and replace the
information contained in any documents incorporated by reference in this
prospectus at the time of the future filings.
- Annual Report on Form 10-K for the fiscal year ended September 30,
1999.
- Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999 and March 31, 2000.
- Current Reports on Form 8-K filed on October 29, 1999 and January
28, 2000.
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- The description of the Common Stock contained in our registration
under Section 12 of the Securities Exchange Act of 1934, including
any amendment or report updating such description.
- The description of our Common Stock Purchase Rights contained in
our Form 8-A Registration Statement dated April 3, 1996.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and phone number:
Corporate Secretary
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
314-342-0531
You should rely only on the information contained in, or incorporated
by reference in, this prospectus and any prospectus supplement. We have
not, and any underwriters, agents or dealers have not, authorized anyone
else to provide you with different information. We are not, and any
underwriters, agents or dealers are not, making an offer of these securities
in any state where the offer is not permitted. You should not assume that
the information incorporated in this prospectus and any prospectus
supplement is accurate as of any date other than the date on the front of
such documents.
Use of Proceeds
Except as may be set forth in any prospectus supplement, the net
proceeds from the sale of the common stock will be used to reduce short-term
debt, to redeem or discharge certain maturing long-term indebtedness, to
finance a portion of our capital expenditures, to reimburse our treasury,
for corporate development purposes including, without limitation,
acquisitions made by us, and for other general corporate purposes.
Description of Common Stock
The following description of the terms of our common stock sets forth
material terms and provisions of our common stock. You should read our
current articles of incorporation and bylaws for more detailed terms of our
common stock.
The total number of shares of capital stock which we have authority to
issue is 51,480,000 shares, consisting of 50,000,000 shares of common stock,
par value $1 per share, and 1,480,000 shares of preferred stock, par value
$25 per share.
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Dividend Rights and Limitations. Subject to the limitations referred
to below, our board of directors may declare and pay dividends on our common
stock out of funds legally available for this purpose.
Our Mortgage and Deed of Trust, dated as of February 1, 1945, which has
been amended and supplemented over the years and which secures our first
mortgage bonds, contains several restrictions on our ability to pay
dividends on our common stock. Under the most restrictive of these
provisions, we may not declare or pay any dividend if, after the dividend,
the aggregate net amount spent for all dividends after September 30, 1953
would exceed a maximum amount determined by using a formula in our mortgage,
which is described below. This provision does not, however, restrict
dividends paid in the form of common stock. In addition, the amount we have
spent on the acquisition or retirement of our common stock since that date
is added to the aggregate net amount spent for dividends. Under the
mortgage's formula, the maximum amount is the sum of $8 million plus our
earnings applicable to common stock for the period from September 30, 1953
to the last day of the quarter before the declaration or payment date for
the dividend. As of the date of this prospectus, however, this restriction
did not impair our ability to pay dividends.
Payment of dividends on our common stock is also subject to the
preferential rights of the holders of our preferred stock to receive full
cumulative dividends, both past and current. Also, we may not pay dividends
on or acquire any of our common stock if our sinking fund obligations for
our preferred stock are not met. These preferential rights and requirements
do not currently impair our ability to pay common stock dividends since:
- we have paid and continue to pay the preferred stock dividends as
required, and
- we have satisfied our sinking fund obligations to date, including
those for the period ending March 31, 2000.
Our articles of incorporation also limit our ability to pay dividends
on our common stock if the amount of stated capital for our common stock
plus paid-in capital, capital surplus and retained earnings is less than 25%
of our total capitalization. This, too, does not currently impair our
ability to pay dividends on our common stock.
Voting Rights. Our common stockholders are entitled to one vote per
share at all stockholder meetings. If, however, we default on six quarterly
preferred stock dividends, the holders of all series of our preferred stock
will be entitled to one vote per share on all matters other than the
election of our directors. At an election of our directors after such a
default, our preferred stockholders, voting as a separate class, will have
the right to elect the minimum number of directors required to constitute a
majority of our full board. In those circumstances, the remainder of our
full board will be elected by our common stockholders, voting as a separate
class.
Cumulative voting is applicable to all elections of our directors.
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Our board of directors is divided into three classes and each year one
class is elected to serve a three-year term.
Change in Control and Business Combination Provisions. Our articles of
incorporation contain provisions that may have significant effects on our
common stockholders' ability to change the composition of an incumbent board
of directors or to benefit from transactions which may be opposed by an
incumbent board of directors. These provisions may also discriminate
against some common stockholders because of their ownership of more than 10%
of our common stock. These provisions:
- provide for the classification of our directors, with three-year
staggered terms,
- generally require an affirmative vote of holders of at least two-
thirds of the outstanding shares of our common stock to remove all
or less than all of the members of our board of directors,
- require an affirmative vote of holders of at least two-thirds of
the outstanding shares of our common stock to change the provision
relating to the classified board of directors, and
- require the affirmative vote of holders of at least 80% of the
outstanding shares of our common stock to approve certain business
combinations with some large shareholders, including those who own
more than 10% of our outstanding shares of common stock.
In addition, we, as a Missouri corporation, are subject to Missouri
corporate statutes that restrict the voting rights of a person who acquires
20% or more of our outstanding common stock as well as that person's ability
to enter into a business combination with us.
Preferred Stock. Our board of directors, without further action by our
common stockholders, may issue one or more series of preferred stock from
time to time, which may have terms more favorable than our common stock,
including, among other things, preferential dividend, liquidation and
redemption rights. As of June 1, 2000, there were 66,118 shares of
preferred stock series B and 6,510 shares of preferred stock series C
outstanding.
Common Stock Purchase Rights. The following description sets forth the
material terms of our common stock purchase rights, which attach to the
shares of our common stock.
On May 1, 1996, we distributed a dividend of one common stock purchase
right for each share of our common stock outstanding at the close of
business on May 1, 1996. Each share of our common stock issued using this
prospectus will also include one purchase right. For a more detailed
description of the purchase rights, their use and the meanings of the
various terms used in relation to the purchase rights, you should read the
rights agreement between us and the rights agent. UMB Bank, National
Association, is the current rights agent.
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Each purchase right, when it becomes exercisable, as described below,
will entitle the registered holder to purchase a number of shares of our
common stock, at a purchase price of $60. This $60 purchase price will be
adjusted for:
- stock dividends;
- subdivision of our common stock;
- combination of our common stock into a smaller number of shares;
and
- issuance of any shares in a reclassification of our common stock.
Initially, the purchase rights are evidenced by our common stock
certificates and are transferred with, and only with, our common stock.
The purchase rights become exercisable upon the occurrence of a
distribution date. The rights agreement defines a distribution date as the
earlier of:
- the tenth business day or a later date fixed by our board of
directors, after the date on which any person, who is generally
referred to as an acquiring person, commences a tender or exchange
offer which may result in that person and certain related persons
acquiring beneficial ownership of 20% or more of our outstanding
common stock; and
- the tenth business day after:
- the first public announcement date by us or an acquiring person
that a person has become an acquiring person or
- the date on which we first have notice or otherwise determine
that a person has become an acquiring person.
The stock acquisition date is the date on which a person becomes an
acquiring person. An acquiring person excludes, however, those who
inadvertently acquire beneficial ownership of 20% or more of our outstanding
common stock if that person promptly and irrevocably commits to divest and
does promptly divest sufficient shares to reduce that person's percentage of
beneficial ownership below 20%.
After a distribution date, each purchase right generally represents the
right to purchase that number of shares of our common stock having a total
current market price equal to twice the current purchase price. The holder
must pay a cash amount equal to that purchase price for the shares. The
current market price on any date is the average of the daily closing prices
per share for the 30 consecutive trading days immediately prior to that
date. For example, if the market price is $20 per share, and using the
current purchase price of $60 per share, then each purchase right would
allow its holder to purchase six shares for a total of $60:
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$120 (2 x $60 purchase price) = 6
$20 (market price)
Purchase rights owned by the acquiring person and certain related persons,
however, will become void after a distribution date.
In addition, our board of directors may, at its option, elect to
exchange all or part of the outstanding purchase rights for shares of our
common stock. The board may make this decision after a distribution date
and before an acquiring person and related persons obtain 50% or more of our
outstanding common stock. The exchange ratio would be one share of our
common stock per purchase right, with adjustments to reflect any stock
split, stock dividend or similar transaction after the date of the rights
agreement. Immediately upon this action by our board of directors, the
exercisability of the purchase rights would terminate. Also each purchase
right would represent only the right to receive that number of shares of
common stock equal to the number of purchase rights held by the holder
multiplied by the exchange ratio. None of the purchase rights of the
acquiring person or related persons may be exchanged since they will have
become void.
If we are acquired in a merger or other similar business combination
where we are not the surviving corporation, or where our common stock is
exchanged or changed, or 50% or more of our assets or earning power is sold,
we will take such action as necessary to ensure that the purchase rights
flip-over. With a flip-over, each purchase right would entitle each holder
to purchase common stock of the acquiring corporation having an aggregate
market price equal to twice the current purchase price of our common stock,
as determined under the terms of our rights agreement, for a cash amount
equal to that purchase price. For example, if the current market price of
the acquiring corporation's stock is $30, and using the current purchase
price of $60 per share, each purchase right would allow its holder to
purchase four shares for a total of $60:
$120 (2 x $60 purchase price) = 4
$30 (market price)
Here, too, the purchase rights of the acquiring person and certain related
persons will have become void.
Our board of directors may redeem the purchase rights in whole, but not
in part, at a price of $0.01 per right at any time prior to the earlier of:
- the tenth business day following a stock acquisition date, as
defined in the rights agreement; and
- the close of business on May 1, 2006.
Under certain circumstances our rights agreement may be amended by our
board of directors without approval of our common stockholders.
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The purchase rights have certain anti-takeover effects. The purchase
rights may cause substantial dilution to a person or group that attempts to
acquire us without board approval. The purchase rights will not interfere
with any merger or other business combination with a third party approved by
our board of directors since the board of directors may, at its option,
redeem all but not less than all of the then outstanding purchase rights as
described above.
Miscellaneous. Our outstanding common stock is, and any common stock
that may be issued will be, fully paid and non-assessable. Holders of our
common stock have limited preemptive rights. Our articles of incorporation
generally give holders of our common stock preemptive rights if our common
stock is to be sold solely for money and other than:
- by a public offering;
- through underwriters who agree to promptly make a public offering;
or
- with the authorization of the holders of a majority of our common
stock.
On liquidation, after payment of the liquidation preferences of our
preferred stock, the holders of our common stock will be entitled to receive
all amounts remaining for distribution to our stockholders.
The transfer agent and registrar for our common stock is UMB Bank,
National Association, Kansas City, Missouri.
Our outstanding common stock is, and any shares of our common stock
that may be issued will be, listed on the New York and Chicago Stock
Exchanges.
Plan of Distribution
We may sell the common stock in any of three ways: (i) through
underwriters or dealers; (ii) through agents; or (iii) directly to a limited
number of purchasers or to a single purchaser.
Through Underwriters or Dealers. If underwriters are used in the sale,
the common stock will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at the initial public offering price or at varying
prices determined at the time of the sale. The common stock may be offered
to the public either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more managing underwriters.
The underwriter or underwriters with respect to the common stock will be
named in the prospectus supplement relating to the offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters
will be set forth on the cover page of the prospectus supplement. Unless
otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the common stock will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
of the common stock if any are purchased.
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Through Agents. The common stock may be sold through agents designated
by us from time to time. The prospectus supplement will set forth the name
of any agent involved in the offer or sale of the common stock as well as
any commissions payable by us to the agent. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable best
efforts basis for the period of its appointment.
Directly. We may sell the common stock directly to one or more
purchasers. In this case, no underwriters or agents would be involved.
General Information. The prospectus supplement for the common stock
will set forth the terms of the offering of the common stock, including,
among other things: (a) the name or names of any underwriters, dealers or
agents; (b) the purchase price of the common stock and the proceeds to us
from its sale; (c) any underwriting discounts, agents' commissions and other
items constituting underwriting compensation; (d) any initial public
offering price; and (e) any discounts or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time
to time.
If so indicated in the prospectus supplement for the common stock, we
may authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase the common stock from us at the initial
public offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Those contracts will be subject to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set
forth the commission payable for solicitation of such contracts.
Agents, underwriters and dealers may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including certain liabilities under the Securities Act of 1933,
or to contribution by us for payments which those agents, underwriters and
dealers may be required to make in respect of those liabilities.
Experts
The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended September 30, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
Legal Opinions
Opinions as to the legality of the shares of our common stock to be
issued will be delivered by Gerald T. McNeive, Jr., our Senior Vice
President-Finance and General Counsel, and by Winthrop, Stimson, Putnam &
Roberts, New York, New York, counsel for the
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underwriters, dealers or agents. As of June 1, 2000, Mr. McNeive owned,
directly and indirectly, 4,015 shares of common stock.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the issuance and sale of the securities being registered.
Filing Fee-Securities and Exchange Commission:
Registration Statement........................... $ 92,400
*Filing Fee-National Association of Securities
Dealers Inc........................................ $ 10,000
*New York Stock Exchange listing fees................. $ 14,000
*Chicago Stock Exchange listing fees.................. $ 15,000
*Accountants' fee..................................... $ 150,000
*Printing costs....................................... $ 50,000
*Fees and Expenses of Trustees........................ $ 40,000
*Legal Fees........................................... $ 40,000
*Rating Agency Fees................................... $ 166,000
*Miscellaneous expense (including blue-sky expense)... $ 30,000
_________
*Total Expenses.................................. $ 607,400
________________
*Estimated
Item 15. Indemnification of Directors and Officers.
Section 351.355 of The General and Business Corporation Law of Missouri
provides as follows:
351.355. Officer, director, or employee of corporation indemnified,
when -- 1. A corporation created under the laws of this state may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to
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the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
2. The corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, and amounts paid in settlement actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issues or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
3. To the extent that director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the action, suit, or
proceeding.
4. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in this
section. The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
the action, suit, or proceeding, or if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
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holding such office, and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have the
power to give any further indemnity, in addition to the indemnity authorized
or contemplated under other subsections of this section, including
subsection 6, to any person who is or was a director, officer, employee or
agent, or to any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed, or provided for
in the articles of incorporation of the corporation or any duly adopted
amendment thereof or (ii) is authorized, directed, or provided for in any
bylaw or agreement of the corporation which has been adopted by a vote of
the shareholders of the corporation, and provided further that no such
indemnity shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. Nothing in this subsection
shall be deemed to limit the power of the corporation under subsection 6 of
this section to enact bylaws or to enter into agreements without shareholder
adoption of the same.
8. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
9. Any provision of this chapter to the contrary notwithstanding, the
provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies, insurance
companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "other enterprise" shall
include employee benefit plans; the term "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and the
term "serving at the request of the corporation" shall
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include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
The Company's Articles provide that the Company shall indemnify each of
its directors and officers to the full extent permitted by the
Indemnification Statute and, in addition, shall indemnify each of them
against all expenses incurred in connection with any claim by reason of the
act that such director or officer is or was, serving the Company, or at the
request of the Company, in any of the capacities referred to in the
Indemnification Statute, or arising out of such person's status in any such
capacity, provided that the Company shall not indemnify any person from or
on account of such person's conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct, or to
the extent that such indemnification shall otherwise be finally adjudged to
be prohibited by applicable law.
The Company has also entered into indemnification agreements with each
of its directors and officers that (1) provide for the indemnification of
each such director and officer to the extent provided for by the Articles as
described above and (2) state that the indemnification provided thereunder
shall survive the elimination or modification of the Articles with respect
to claims that have arisen prior to such elimination or modification.
The Company has obtained insurance protecting the officers and
directors against certain liabilities.
Each of the underwriters may also agree to indemnify the Company, its
directors and each of its officers who signs this registration statement
against certain liabilities, including certain liabilities under the
Securities Act of 1933, or to contribute to payments such directors and
officers may be required to make in respect thereof.
The rights of indemnification provided for above are not exclusive of
any other rights of indemnification to which the persons seeking
indemnification may be entitled under the Articles or the Company's By-Laws
or any agreement, vote of stockholders or disinterested directors, or
otherwise.
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Item 16. List of Exhibits
Exhibit
Number Exhibit
1 Underwriting and Distribution Agreements: to be filed in future
filing.
3.1* Articles of Incorporation of Laclede Gas Company as of February
11, 1994, filed on February 22, 1994 as Exhibit 4(b) to the
Company's Registration Statement No. 33-52357.
3.2* By-Laws of Laclede Gas Company effective January 26, 1995; filed
as Exhibit 4.2 to the Company's Registration Statement No. 33-
58757.
3.2* Amendment to the Company's By-Laws, effective at the close of
business on July 24, 1997; filed as Exhibit 3.01 to the
Company's 10-Q for the fiscal quarter ended June 30, 1997 (File
No. 1-1822).
3.2* Amendment to the Company's By-Laws, effective at the close of
business on November 20, 1997; filed as Exhibit 3.01(ii) to the
Company's 10-Q for the fiscal quarter ended December 31, 1997
(File No. 1-1822).
4.1* Rights Agreement, filed as Exhibit 1 to Form 8-A Registration
Statement dated April 3, 1996 (File No. 1-1822).
4.2* Mortgage and Deed of Trust, dated as of February 1, 1945; filed
as Exhibit 7-A to Registration Statement No. 2-5586.
4.3* Fourteenth Supplemental Indenture, dated as of October 26, 1976;
filed on June 26, 1979 as Exhibit b-4 to Registration Statement
No. 2-64857.
4.4* Eighteenth Supplemental Indenture, dated as of November 15,
1989; filed as Exhibit 28(b) to the Registration Statement No.
33-38413.
4.5* Nineteenth Supplemental Indenture, dated as of May 15, 1991;
filed on May 16, 1991 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.6* Twentieth Supplemental Indenture, dated as of November 1, 1992;
filed on November 4, 1992 as Exhibit 4.01 to the Company's Form
8-K (File No. 1-1822).
4.7* Twenty-First Supplemental Indenture, dated as of May 1, 1993;
filed on May 13, 1993 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
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Exhibit
Number Exhibit
4.8* Twenty-Second Supplemental Indenture, dated as of November 15,
1995; filed on December 3, 1995 as Exhibit 4.01 to the Company's
Form 8-K (File No. 1-1822).
4.9* Twenty-Third Supplemental Indenture, dated as of October 15,
1997; filed on November 6, 1997 as Exhibit 4.01 to the Company's
Form 8-K (File No. 1-1822).
4.10* Twenty-Fourth Supplemental Indenture, dated as of June 1, 1999;
filed on June 4, 1999 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.11 Form of additional Supplemental Indenture(s) for the first
mortgage bonds.
4.12 Form of Indenture for the Unsecured Debt Securities.
4.12(a) Form of Officer's Certificate relating to Debt Securities
Establishing Senior Notes, with form of Debt Security attached.
4.12(b) Form of Officer's Certificate relating to Debt Securities
Establishing Medium-Term Notes, with form of Debt Security
attached.
5 Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance
and General Counsel of Laclede Gas Company.
12 Computation of Ratio of Earnings to Fixed Charges
23(a) Consent of Gerald T. McNeive, Jr. (included in Exhibit 5
herewith).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in signature page)
25(a) Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of State Street Bank and Trust Company of Missouri, N.A.
25(b) Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of State Street Bank and Trust Company.
____________
*Incorporated by reference.
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a) (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
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registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933, and will
be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below appoints D. H. Yaeger, G. T. McNeive, Jr. and M. C. Kullman and each
of them, severally, his or her true and lawful attorney-in-fact and agent to
execute in his or her name, place and stead, in any and all capacities, any
and all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes, as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, and State of Missouri,
on June 22, 2000.
LACLEDE GAS COMPANY
By: /s/ Douglas H. Yaeger
Douglas H. Yaeger
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ D. H. Yaeger Chairman of the Board, President, June 22, 2000
(D. H. Yaeger) Chief Executive Officer and
Director
/s/ G. T. McNeive, Jr. Senior Vice President-Finance and June 22, 2000
(G. T. McNeive, Jr.) General Counsel (Principal
Financial Officer)
/s/ J. A. Fallert Controller June 22, 2000
(J. A. Fallert)
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/s/ A. B. Craig, III Director June 22, 2000
(A. B. Craig, III)
/s/ H. Givens Director June 22, 2000
(H. Givens)
/s/ C. R. Holman Director June 22, 2000
(C. R. Holman)
/s/ R. C. Jaudes Director June 22, 2000
(R. C. Jaudes)
/s/ M. A. Krey Director June 22, 2000
(M. A. Krey)
/s/ W. S. Martiz Director June 22, 2000
(W. S. Maritz)
/s/ W. E. Nasser Director June 22, 2000
(W. E. Nasser)
/s/ R. P. Stupp Director June 22, 2000
(R. P. Stupp)
/s/ H. E. Trusheim Director June 22, 2000
(H. E. Trusheim)
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
1** Form of Underwriting and Distribution Agreements.
3.1* Articles of Incorporation of Laclede Gas Company as of February
11, 1994, filed on February 22, 1994 as Exhibit 4(b) to the
Company's Registration Statement No. 33-52357.
3.2* By-Laws of Laclede Gas Company effective January 26, 1995; filed
as Exhibit 4.2 to the Company's Registration Statement No. 33-
58757.
3.2* Amendment to the Company's By-Laws, effective at the close of
business on July 24, 1997; filed as Exhibit 3.01 to the
Company's 10-Q for the fiscal quarter ended June 30, 1997 (File
No. 1-1822).
3.2* Amendment to the Company's By-Laws, effective at the close of
business on November 20, 1997; filed as Exhibit 3.01(ii) to the
Company's 10-Q for the fiscal quarter ended December 31, 1997
(File No. 1-1822).
4.1* Rights Agreement, filed as Exhibit 1 to Form 8-A Registration
Statement dated April 3, 1996 (File No. 1-1822).
4.2* Mortgage and Deed of Trust, dated as of February 1, 1945; filed
as Exhibit 7-A to Registration Statement No. 2-5586.
4.3* Fourteenth Supplemental Indenture, dated as of October 26, 1976;
filed on June 26, 1979 as Exhibit b-4 to Registration Statement
No. 2-64857.
4.4* Eighteenth Supplemental Indenture, dated as of November 15,
1989; filed as Exhibit 28(b) to the Registration Statement No.
33-38413.
4.5* Nineteenth Supplemental Indenture, dated as of May 15, 1991;
filed on May 16, 1991 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.6* Twentieth Supplemental Indenture, dated as of November 1, 1992;
filed on November 4, 1992 as Exhibit 4.01 to the Company's Form
8-K (File No. 1-1822).
4.7* Twenty-First Supplemental Indenture, dated as of May 1, 1993;
filed on May 13, 1993 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
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4.8* Twenty-Second Supplemental Indenture, dated as of November 15,
1995; filed on December 3, 1995 as Exhibit 4.01 to the Company's
Form 8-K (File No. 1-1822).
4.9* Twenty-Third Supplemental Indenture, dated as of October 15,
1997; filed on November 6, 1997 as Exhibit 4.01 to the Company's
Form 8-K (File No. 1-1822).
4.10* Twenty-Fourth Supplemental Indenture, dated as of June 1, 1999;
filed on June 4, 1999 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.11 Form of additional Supplemental Indenture for the first mortgage
bonds.
4.12 Form of Indenture for the Unsecured Debt Securities.
4.12(a) Form of Officer's Certificate relating to Debt Securities
Establishing Senior Notes, with form of Debt Securities
attached.
4.12(b) Form of Officer's Certificate relating to Debt Securities
Establishing Medium-Term Notes, with form of Debt Securities
attached.
5 Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance
and General Counsel of Laclede Gas Company.
12 Computation of Ratio of Earnings to Fixed Charges
23(a) Consent of Gerald T. McNeive, Jr. (included in Exhibit 5
herewith).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in the signature page of this
registration statement).
25(a) Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of State Street Bank and Trust Company of Missouri, N.A.
25(b) Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of State Street Bank and Trust Company.
________________
*Incorporated by reference.
**To be filed in future filing.
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