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 |
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 |
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.