0001193125-15-013203.txt : 20150116 0001193125-15-013203.hdr.sgml : 20150116 20150116155559 ACCESSION NUMBER: 0001193125-15-013203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150115 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150116 DATE AS OF CHANGE: 20150116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GROUP INC CENTRAL INDEX KEY: 0001126956 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 742976504 STATE OF INCORPORATION: MO FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16681 FILM NUMBER: 15532662 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST STREET 2: RM 1517 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA GAS CORP CENTRAL INDEX KEY: 0000003146 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 630022000 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-38960 FILM NUMBER: 15532663 BUSINESS ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053262742 MAIL ADDRESS: STREET 1: 605 RICHARD ARRINGTON JR BLVD NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 8-K 1 d853961d8k.htm 8-K 8-K

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):   

January 16, 2015

(January 15, 2015)

 

 

 

Commission

File No.

  

Exact Name of Registrant as
Specified in its Charter and
Principal Office Address and
Telephone Number

  

State of Incorporation

  

I.R.S. Employer

Identification Number

1-16681   

The Laclede Group, Inc.

 

720 Olive Street

St. Louis, MO 63101

314-342-0500

   Missouri    74-2976504
2-38960   

Alabama Gas Corporation

 

2101 6TH Ave. North

Birmingham, AL 35203-2707

205-326-8100

   Alabama    63-0022000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))

 

 

 


Item 1.02 Termination of a Material Definitive Agreement.

On January 15, 2015, Alabama Gas Corporation (“Alagasco”), a wholly owned subsidiary of The Laclede Group, Inc., redeemed for cash $34.8 million aggregate principal amount outstanding of its previously issued 5.70% notes due January 15, 2035 (“Notes”). The Notes were issued pursuant to an Indenture dated as of November 1, 1993, as amended, supplemented or otherwise modified (“Indenture”), between Alagasco (“Issuer”) and The Bank of New York Mellon Trust Company, N.A. (as successor to NationsBank of Georgia, National Association), as Trustee (“Trustee”). A copy of the redemption notice is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

 

99.1    Notice of Full Redemption to Holders of 5.70% Notes due January 15, 2035 dated December 15, 2014


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THE LACLEDE GROUP, INC.
Date: January 16, 2015     By:  

/s/ Steven P. Rasche

     

Steven P. Rasche

Executive Vice President, Chief Financial Officer

    ALABAMA GAS CORPORATION
Date: January 16, 2015     By:  

/s/ Steven P. Rasche

     

Steven P. Rasche

Chief Financial Officer


Exhibit Index

 

Number

  

Exhibit

99.1    Notice of Full Redemption to Holders of 5.70% Notes due January 15, 2035 dated December 15, 2014
EX-99.1 2 d853961dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NOTICE OF REDEMPTION

Alabama Gas Corporation

5.70% Notes due January 15, 2035

(CUSIP No. 010284AK3)

December 15, 2014

NOTICE IS HEREBY GIVEN THAT, pursuant to paragraph 2 on the reverse side of the 5.70% Notes due January 15, 2035 (CUSIP No. 010284AK3) (the “Notes”) and Section 402 of the Indenture dated as of November 1, 1993, as amended, supplemented or otherwise modified (the “Indenture”), between Alabama Gas Corporation (“Issuer”) and The Bank of New York Mellon Trust Company, N.A., (as successor to NationsBank of Georgia, National Association), as Trustee (the “Trustee”), the Issuer has elected to redeem (the “Redemption”) $34,785,000 aggregate principal amount, constituting the entire principal amount of the outstanding Notes on January 15, 2015 (the “Redemption Date”) at a redemption price of 100.00% of the outstanding principal amount thereof (the “Redemption Price”), plus accrued but unpaid interest up to the Redemption Date in the amount of $495,686.25. This notice is delivered pursuant to Section 404 of the Indenture.

The CUSIP number listed above is for informational purposes only. No representation is made as to the correctness or accuracy of the CUSIP number listed in this notice or printed on the Notes.

Payment of the Redemption Price of the Notes, plus accrued but unpaid interest will be made on the Redemption Date upon presentation and surrender of your Notes to The Bank of New York Mellon Trust Company, N.A. (the “Paying Agent”), by hand or by mail at the following locations:

 

First Class

The Bank of New York Mellon

Global Corporate Trust

111 Sanders Creek Parkway

East Syracuse, NY 13057

  

Overnight Courier /

Registered or Certified Mail

The Bank of New York Mellon

Global Corporate Trust

111 Sanders Creek Parkway

East Syracuse, NY 13057

   By Hand Only

The Bank of New York Mellon

Global Corporate Trust

111 Sanders Creek Parkway

East Syracuse, NY 13057

To confirm by telephone or for information on the Redemption, please call 1-800-254-2826.

For Notes surrendered by mail, the use of registered or certified mail is suggested.

On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed. Unless the Issuer fails to pay the Redemption Price on the Redemption Date or to set apart funds for such Redemption, or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest on the Notes to be redeemed will cease to accrue on and after the Redemption Date.

For all purposes of the Indenture, the Notes will be deemed to be no longer outstanding from and after the Redemption Date, and all rights with respect thereto, except as stated herein, will cease as of the close of business on that same date and the only remaining right of holders of the Notes is to receive payment of the Redemption Price, upon surrender to the Paying Agent of the Notes redeemed.


IMPORTANT TAX NOTICE

Holders must furnish a properly completed and signed Form W-9 when submitting the Notes. Federal law may require paying agents making payments of interest or principal to withhold a 28% tax from remittances to individuals who have failed to furnish the paying agent with a valid taxpayer identification (Social Security) number.