-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1hk94+fQcH+Ml7scJ1V46v1YYwyBvcyteAoXay0y+1Adrz1ew86WV2CjLVR7Bef wuoUdVWoEgF2rSfruVpYeA== 0000057183-97-000005.txt : 19970502 0000057183-97-000005.hdr.sgml : 19970502 ACCESSION NUMBER: 0000057183-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970501 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01822 FILM NUMBER: 97593730 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 10-Q 1 QUARTERLY REPORT ON FORM 10-Q, 5/1/97 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ________ to ________ Commission File Number 1-1822 LACLEDE GAS COMPANY (Exact name of registrant as specified in its charter) Missouri 43-0368139 (State of Incorporation) (I.R.S. Employer Identification Number) 720 Olive Street, St. Louis, Missouri 63101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 314-342-0500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 17,557,540 shares, Common Stock, par value $1 per share at 5/1/97. Page 1 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES PART I FINANCIAL INFORMATION The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K for the year ended September 30, 1996. Page 2 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (In Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended March 31, March 31, 1997 1996 1997 1996 ---- ---- ---- ---- Utility Operating Revenues $264,031 $258,238 $457,896 $413,219 ------------------ ------------------ Utility Operating Expenses: Natural and propane gas 172,134 161,844 292,382 250,521 Other operation expenses 22,958 24,862 44,247 43,201 Maintenance 4,518 5,012 9,025 9,433 Depreciation and amortization 6,480 6,139 12,949 12,211 Taxes, other than income taxes 19,295 18,425 30,711 27,895 Income taxes (Note 3) 12,464 14,738 21,857 23,051 ------------------ ------------------ Total Utility Operating Expenses 237,849 231,020 411,171 366,312 ------------------ ------------------ Utility Operating Income 26,182 27,218 46,725 46,907 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 325 1,548 856 2,375 ------------------ ------------------ Income Before Interest Charges 26,507 28,766 47,581 49,282 ------------------ ------------------ Interest Charges: Interest on long-term debt 3,542 3,542 7,084 6,854 Other interest charges 1,459 1,183 2,885 2,649 ------------------ ------------------ Total Interest Charges 5,001 4,725 9,969 9,503 ------------------ ------------------ Net Income 21,506 24,041 37,612 39,779 Dividends on Preferred Stock 25 25 49 49 ------------------ ------------------ Earnings Applicable to Common Stock $ 21,481 $ 24,016 $ 37,563 $ 39,730 ================== ================== Average Number of Common Shares Outstanding 17,558 17,511 17,558 17,489 Earnings Per Share of Common Stock $1.22 $1.37 $2.14 $2.27 Dividends Declared Per Share of Common Stock $.325 $.315 $.65 $.63 See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET
Mar. 31 Sept. 30 1997 1996 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $796,522 $780,001 Less: Accumulated depreciation and amortization 337,577 327,836 -------------------- Net Utility Plant 458,945 452,165 -------------------- Other Property and Investments 25,424 24,265 -------------------- Current Assets: Cash and cash equivalents 6,293 4,360 Accounts receivable - net 95,830 45,578 Materials, supplies, and merchandise at avg cost 5,768 5,634 Natural gas stored underground for current use at LIFO cost 17,314 58,769 Propane gas for current use at FIFO cost 9,759 12,655 Prepayments 3,143 1,910 Deferred income taxes 8,511 4,477 Delayed customer billings 29,935 - -------------------- Total Current Assets 176,553 133,383 -------------------- Deferred Charges 91,538 79,582 -------------------- Total Assets $752,460 $689,395 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET (Continued)
Mar. 31 Sept. 30 1997 1996 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (19,423,178 shares issued) $ 19,423 $ 19,423 Paid-in capital 61,205 61,205 Retained earnings 210,382 184,232 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) -------------------- Total common stock equity 266,993 240,843 Redeemable preferred stock 1,960 1,960 Long-term debt (less sinking fund requirements) 179,380 179,346 -------------------- Total Capitalization 448,333 422,149 -------------------- Current Liabilities: Notes payable 56,000 59,600 Accounts payable 31,723 20,637 Refunds due customers 318 1,248 Advance customer billings - 6,231 Taxes accrued 24,786 10,212 Unamortized purchased gas adjustments 9,673 26,744 Other 22,777 21,776 -------------------- Total Current Liabilities 145,277 146,448 -------------------- Deferred Credits and Other Liabilities: Deferred income taxes 82,866 78,149 Unamortized investment tax credits 7,494 7,669 Other 68,490 34,980 -------------------- Total Deferred Credits and Other Liabilities 158,850 120,798 -------------------- Total Capitalization and Liabilities $752,460 $689,395 ==================== See notes to consolidated financial statements.
Page 5 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Six Months Ended March 31, 1997 1996 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 37,612 $ 39,779 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,970 12,233 Deferred income taxes and investment tax credits (3,826) (12,824) Other - net 87 (93) Changes in assets and liabilities: Accounts receivable - net (50,252) (69,456) Unamortized purchased gas adjustments (17,071) 8,126 Deferred purchased gas costs 31,527 35,252 Delayed customer billings - net (36,166) (38,657) Accounts payable 11,086 19,367 Refunds due customers (930) (2,818) Taxes accrued 14,574 23,510 Natural gas stored underground 41,455 29,311 Other assets and liabilities (3,449) (828) -------------------- Net cash provided by operating activities $ 37,617 $ 42,902 -------------------- Investing Activities: Construction expenditures (19,432) (20,847) Investments - non-utility (1,427) 249 Employee benefit trusts 171 331 Other (111) (272) -------------------- Net cash used in investing activities $(20,799) $(20,539) -------------------- Financing Activities: Repayment of short-term debt (3,600) (33,000) Issuance of common stock - 1,917 Dividends paid (11,285) (10,951) Issuance of first mortgage bonds - 25,000 Other - (200) -------------------- Net cash used in financing activities $(14,885) $ (17,234) --------------------- Net Increase in Cash and Cash Equivalents $ 1,933 $ 5,129 Cash and Cash Equivalents at Beginning of Period 4,360 1,555 -------------------- Cash and Cash Equivalents at End of Period $ 6,293 $ 6,684 ==================== Supplemental Disclosure of Cash Paid During the Period for: Interest $ 9,250 $ 8,302 Income taxes 8,285 10,856 See notes to consolidated financial statements.
Page 6 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, this interim report includes all adjustments (consisting only of normal recurring accruals) necessary for the fair presentation of the results of the periods covered. 2. The registrant is a natural gas distribution utility having a material seasonal cycle; therefore, this interim statement of consolidated income is not necessarily indicative of annual results nor representative of succeeding quarters of the fiscal year. 3. Net provisions for income taxes were charged (credited) as follows during the periods set forth below:
Three Months Ended Six Months Ended March 31, March 31, ------------------ ----------------- 1997 1996 1997 1996 ---- ---- ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $15,589 $21,642 $22,006 $30,644 State and local 2,635 3,638 3,716 5,151 Deferred: Federal (4,991) (9,039) (3,430) (10,970) State and local (769) (1,503) (435) (1,774) ----------------- ----------------- Subtotal $12,464 $14,738 $21,857 $23,051 ----------------- ----------------- Miscellaneous Income and Income Deductions Current: Federal $ 164 $ 520 $ 222 $ 710 State and local 17 68 20 91 Deferred: Federal 20 (68) 33 (69) State and local 3 (10) 6 (11) ----------------- ----------------- Subtotal $ 204 $ 510 $ 281 $ 721 ----------------- ----------------- Total $12,668 $15,248 $22,138 $23,772 ================= =================
Page 7 4. In the past, the Company operated various manufactured gas plants which produced certain by-products and residuals. After performing, at the request of the United States Environmental Protection Agency (EPA), an investigation of one of the Company's former manufactured gas plant sites located in Shrewsbury, Missouri (the Shrewsbury Site) and reviewing the results of this investigation, the Company agreed to perform a limited removal of some contaminants on small areas of the site. As previously reported by the Company, the Company has been discussing with the EPA and the Missouri Department of Natural Resources (MoDNR) what additional actions are required for the site. At this time, given the lack of final agreement as to what additional actions should be taken, the ultimate costs to be incurred regarding the Shrewsbury Site remain unclear. Assuming the Company performs the limited removal actions agreed to with the EPA and those of the additional actions proposed by the EPA and MoDNR to which the Company has no objection, the Company estimates that the overall costs will be approximately $740,000. Currently, $539,000 of such overall costs have been paid, and an additional $201,000 has been reserved by the Company. The Company has notified its insurers that it intends to seek reimbursement from them of its investigation, remediation, clean-up and defense costs. The Company intends to seek recovery, if practicable, from any other potentially responsible parties. In a separate matter, MoDNR has accepted the Company's application to place the site of a different former manufactured gas plant located in the City of St. Louis, Missouri (which site was also used by subsequent owners as the site of a coke manufacturing facility) in the Missouri environmental remediation program. MoDNR's preliminary tests at the site reflect the presence of coke and gas plant manufacturing wastes, as well as certain heavy metal wastes. The Company and MoDNR have agreed upon the parameters of the Company's initial investigation. The Company currently estimates that the cost of such investigation, MoDNR oversight costs and associated legal and engineering consulting costs relative to the site would together approximate $75,000. Currently, $36,000 has been paid and an additional $39,000 has been reserved on the Company's books. The City of St. Louis, the current owner of the site, has recently received proposals from several different groups to develop this site, and is in the process of evaluating such proposals. Various portions of the development proposals deal with the issue of the environmental condition of the site, and the impact of such condition on possible development plans. Until a development proposal is selected, the Company is unable to determine the impact, if any, that any proposed development will have on actions to be taken regarding the site, and the cost of any such actions. The Company has notified its insurers that the Company intends to seek reimbursement from them for investigation, remediation, clean-up and defense costs. The Company has also requested that other former site owners and/or operators participate in the cost of any site investigation, but none has yet agreed to do so. The Company plans to seek proportionate reimbursement of all costs incurred with respect to this site from such parties and/or any other potentially responsible parties, to the extent practicable. The Company is presently unable to evaluate or quantify further the scope or cost of any environmental response activity with regard to the above two former manufactured gas plant sites. Page 8 In the Company's most recent rate case, the Missouri Public Service Commission approved, effective September 1, 1996, the continued use of a cost deferral mechanism, originally approved as part of a 1994 rate case settlement, for the Company's use in applying for appropriate rate recovery of various environmental costs in connection with former manufactured gas plants. This authorization will be null and void if the Company does not file to further adjust its rates by September 1, 1998; and, in any event, the recovery of costs thus deferred may be challenged in future rate proceedings. 5. Certain prior-period amounts have been reclassified to conform to current-period presentation. 6. This Form 10-Q should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company's 1996 Form 10-K. Page 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During this past winter, a temporary but rapid increase in the market price of gas was reflected in customer bills. The Company's customers responded to these higher prices by reducing their gas heating consumption patterns below traditional levels. This reduced usage adversely impacted earnings for the quarter ended March 31, 1997, as well as for the fiscal year to date ended March 31, 1997. The higher prices were short-lived, and rates to customers are now 7% less than before the price increases began and 15% less than a year ago. Earnings for the quarter ended March 31, 1997 were $1.22 per share compared with $1.37 per share for the comparable quarter last year. The weather for the quarter was 7% warmer than the same period last year and 4% warmer than normal. The decrease in earnings was primarily attributable to lower gas sales volumes this quarter (arising from the warmer weather and reduced customer consumption patterns), partially offset by the effect of higher general rate levels (which were placed in effect September 1, 1996). Income from off system sales recorded during this three-month period in fiscal 1996 was significantly offset by income related to the Gas Supply Incentive Plan in effect this year (see discussion below). Utility operating revenues for the quarter ended March 31, 1997 were $264.0 million compared with $258.2 million for the quarter ended March 31, 1996. The $5.8 million, or 2.2%, increase was principally due to increased wholesale gas costs (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause) and the benefit of higher general rate levels placed in effect September 1, 1996. These increases were largely offset by lower gas sales volumes (arising from the warmer weather and lower customer consumption patterns). System therms sold and transported decreased by 56.6 million therms, or 10.9%, below the quarter ended March 31, 1996. Utility operating expenses for the quarter ended March 31, 1997 increased by $6.8 million, or 3.0%, above the same quarter last year. Natural and propane gas expense this quarter increased $10.3 million, or 6.4%, above last year mainly due to higher rates charged by the Company's suppliers, partially offset by reduced volumes purchased for sendout (resulting from the warmer weather and lower customer consumption patterns). Other operation and maintenance expenses decreased $2.4 million, or 8.0%, principally due to a lower provision for uncollectible accounts, decreased distribution and maintenance charges, lower net pension costs and a lower provision for injuries and damages. These reductions were partially offset by higher wage rates and lower gains applicable to lump-sum pension settlements. Depreciation and amortization expense increased 5.6% primarily due to additional property. Taxes, other than income taxes, increased 4.7% mainly due to higher gross receipts taxes (reflecting increased revenues) and higher real estate and personal property taxes this quarter. The $2.3 million decrease in income taxes is principally due to lower taxable income and the effect of adjustments in both periods. Miscellaneous income and income deductions decreased $1.2 million primarily due to reduced subsidiary income (mainly lower non-utility gas marketing income recognized by the Company's wholly-owned subsidiary, Laclede Energy Resources, Inc.). The 5.8% increase in interest expense is mainly due to increased short-term interest expense reflecting higher borrowings. Page 10 Earnings for the six months ended March 31, 1997 were $2.14 per share compared with $2.27 per share for the comparable period last year. The weather was 1% warmer than last year, but 2% colder than normal. The decrease in earnings was primarily due to lower gas sales volumes (arising from the slightly warmer weather and lower customer consumption patterns), the effect of income from off system sales recorded during the same period last year and higher costs of doing business. These factors were partially offset by the aforementioned general rate increase and income related to the Gas Supply Incentive Plan. Laclede's Gas Supply Incentive Plan, which became effective October 1, 1996 as part of the settlement reached in the Company's last rate case, has provided significant benefits for both Laclede's share owners and customers during the first six months of this fiscal year. The incentive plan incorporated much of the Company's off system gas marketing efforts which commenced during fiscal 1996. Under the Plan, Laclede and its customers share in certain gains and losses as measured against benchmark levels of gas costs as related to the acquisition, utilization, and management of the Company's gas supply assets. To date, the Company has achieved overall gas costs savings of nearly $16.1 million, resulting in savings to Laclede's customers of $12.5 million and contributing about $3.6 million pre-tax income to the Company. Due to the seasonal nature of its business, the Company's earnings are concentrated during the first six months of the fiscal year, typically reaching a peak level at the conclusion of the heating season. As sales volumes decline in subsequent months, the Company experiences losses in the second half of the fiscal year. Utility operating revenues for the first six months of fiscal year 1997 increased $44.7 million, or 10.8%, above the corresponding period of fiscal year 1996. This increase was primarily due to higher wholesale gas costs (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause), revenues related to the aforementioned Gas Supply Incentive Plan and the benefit of the general rate increase (placed in effect September 1, 1996). These increases were partially offset by lower gas sales volumes (arising mainly from the warmer weather and lower customer consumption patterns). System therms sold and transported decreased by 49.9 million therms, or 5.7%, below the level experienced during the six months ended March 31, 1996. Utility operating expenses for the six months ended March 31, 1997 increased by $44.9 million, or 12.2%, above last year. Natural and propane gas expense during the first six months of fiscal year 1997 increased $41.9 million, or 16.7%, above last year mainly due to higher rates charged by our suppliers and gas costs related to the aforementioned Gas Supply Incentive Plan. These increases were partially offset by reduced volumes purchased for sendout (resulting from the warmer weather and lower customer consumption patterns). Other operation and maintenance expenses increased $.6 million, or 1.2%, principally due to lower gains applicable to lump-sum pension settlements, higher wage rates and other increases in the costs of doing business. These increases were partially offset by lower net pension costs, reduced maintenance charges and lower provisions for uncollectible accounts and injuries and damages. Depreciation and amortization expense increased 6.0% primarily due to additional property. Taxes, other than income taxes, increased 10.1% principally due to higher gross receipts taxes (mainly reflecting increased revenues) and higher real estate and personal property taxes. The $1.2 million decrease in income taxes is mainly due to the effect of adjustments in both periods and lower taxable income. Page 11 Miscellaneous income and income deductions for the first six months of fiscal 1997 decreased $1.5 million below the same period last year primarily due to lower subsidiary income (mainly lower non-utility gas marketing income recognized by the Company's wholly-owned subsidiary, Laclede Energy Resources, Inc.). The 4.9% increase in interest expense is mainly due to higher short-term interest expense reflecting increased borrowings and higher interest on long-term debt resulting from the issuance of $25 million of 6-1/2% First Mortgage Bonds in November 1995. LIQUIDITY AND CAPITAL RESOURCES The Company's short-term borrowing requirements typically peak during colder months, principally because of required payments for natural gas made in advance of the receipt of cash from the Company's customers for the sale of that gas. Such short-term cash requirements have traditionally been met through the sale of commercial paper supported by lines of credit with banks. In January 1997, the Company renewed its primary lines of bank credit under which it may borrow up to $40 million prior to January 31, 1998, with renewal of any loans outstanding on that date permitted to June 30, 1998. This, along with a previously obtained $90 million supplemental line of credit which ran through March 1, 1997, provided a total line of credit of $130 million for the 1996-1997 heating season. Since seasonal cash needs typically decline at the end of the heating season, the Company reduced the supplemental line of credit to $40 million from March 1, 1997 through April 1, 1997 (the supplemental line was increased to $45 million for March 1, 1997 through March 3, 1997). The Company further reduced the supplemental line of credit to $25 million from April 2, 1997 through April 14, 1997 and to $15 million from April 15, 1997 through June 30, 1997. Our basic credit line of $40 million along with a supplemental credit line of $15 million will be sufficient to meet the Company's cash needs during the quarter ended June 30, 1997. During fiscal 1997 to date, the Company sold commercial paper aggregating to a maximum of $104.0 million at any one time, but did not borrow from the banks under the aforementioned agreements. Short-term borrowings amounted to $56.0 million at March 31, 1997. The MoPSC approved the Company's application seeking a two year extension, to April 21, 1999, of its previously granted authority to sell up to $50 million of additional First Mortgage Bonds. The original authorization was for $100 million of First Mortgage Bonds of which $50 million have already been issued and sold. The amount and timing of any issuance will be subject to management's evaluation of need, financial market conditions, and other factors. In the past, the Company operated various manufactured gas plants which produced certain by-products and residuals. After performing, at the request of the United States Environmental Protection Agency (EPA), an investigation of one of the Company's former manufactured gas plant sites located in Shrewsbury, Missouri (the Shrewsbury Site) and reviewing the results of this investigation, the Company agreed to perform a limited removal of some contaminants on small areas of the site. As previously reported by the Company, the Company has been discussing with the EPA and the Missouri Department of Natural Resources (MoDNR) what additional actions are required for the site. See the "OTHER PERTINENT MATTERS" Section of the Company's most recent Form 10-K. At this time, given the lack of final agreement as to what additional actions should be taken, the ultimate costs to be incurred regarding the Shrewsbury Site remain unclear. Assuming the Page 12 Company performs the limited removal actions agreed to with the EPA and those of the additional actions proposed by the EPA and MoDNR to which the Company has no objection, the Company estimates that the overall costs will be approximately $740,000. Currently, $539,000 of such overall costs have been paid, and an additional $201,000 has been reserved by the Company. The Company has notified its insurers that it intends to seek reimbursement from them of its investigation, remediation, clean-up and defense costs. The Company intends to seek recovery, if practicable, from any other potentially responsible parties. In a separate matter, MoDNR has accepted the Company's application to place the site of a different former manufactured gas plant located in the City of St. Louis, Missouri (which site was also used by subsequent owners as the site of a coke manufacturing facility) in the Missouri environmental remediation program. MoDNR's preliminary tests at the site reflect the presence of coke and gas plant manufacturing wastes, as well as certain heavy metal wastes. The Company and MoDNR have agreed upon the parameters of the Company's initial investigation. The Company currently estimates that the cost of such investigation, MoDNR oversight costs and associated legal and engineering consulting costs relative to the site would together approximate $75,000. Currently, $36,000 has been paid and an additional $39,000 has been reserved on the Company's books. The City of St. Louis, the current owner of the site, has recently received proposals from several different groups to develop this site, and is in the process of evaluating such proposals. Various portions of the development proposals deal with the issue of the environmental condition of the site, and the impact of such condition on possible development plans. Until a development proposal is selected, the Company is unable to determine the impact, if any, that any proposed development will have on actions to be taken regarding the site, and the cost of any such actions. The Company has notified its insurers that the Company intends to seek reimbursement from them for investigation, remediation, clean-up and defense costs. The Company has also requested that other former site owners and/or operators participate in the cost of any site investigation, but none has yet agreed to do so. The Company plans to seek proportionate reimbursement of all costs incurred with respect to this site from such parties and/or any other potentially responsible parties, to the extent practicable. The Company is presently unable to evaluate or quantify further the scope or cost of any environmental response activity with regard to the above two former manufactured gas plant sites. In the Company's most recent rate case, the Missouri Public Service Commission (MoPSC) approved, effective September 1, 1996, the continued use of a cost deferral mechanism, originally approved as part of a 1994 rate case settlement, for the Company's use in applying for appropriate rate recovery of various environmental costs in connection with former manufactured gas plants. This authorization will be null and void if the Company does not file to further adjust its rates by September 1, 1998; and, in any event, the recovery of costs thus deferred may be challenged in future rate proceedings. Construction expenditures for the six months ended March 31, 1997 were $19.4 million compared with $20.8 million for the same period last year. Page 13 Capitalization at March 31, 1997 increased $26.2 million since September 30, 1996 and consisted of 59.6% common stock equity, .4% preferred stock equity and 40.0% long-term debt. The seasonal effect of the Company's financial position affects the comparison of certain balance sheet items at March 31, 1997 and at September 30, 1996 such as Accounts Receivable - Net, Natural Gas Stored Underground For Current Use, Delayed and Advanced Customer Billings, and Accounts Payable. Page 14 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Part II OTHER INFORMATION Page 15 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Item 1. Legal Proceedings For a discussion of environmental matters, see Note 4 of the Notes to Consolidated Financial Statements in Part I, Financial Information. During the quarter ended March 31, 1997, there were no new legal proceedings required to be disclosed. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of Laclede Gas Company was held on January 23, 1997 for the purpose of electing three directors to the Board of Directors and ratifying the appointment of independent auditors. Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange Act of 1934. All of management's nominees for directors listed in the proxy statement were unopposed and were elected upon the following votes: Name of Shares Director Nominee Voted For Voted Withheld ---------------- --------- -------------- Andrew B. Craig, III 13,549,180 236,732 C. Ray Holman 13,927,089 236,732 William E. Nasser 13,937,927 236,732 The proposal to ratify the appointment of Deloitte & Touche LLP, Certified Public Accountants, to audit the accounts of the Company for the fiscal year ending September 30, 1997 was passed upon the following vote: Shares Voted: ------------ For the proposal 13,750,871 Against the proposal 101,503 Abstain regarding the proposal 189,090 Item 6. Exhibits and Reports on Form 8-K (a) See Exhibit Index (b) Reports on Form 8-K The Company filed no reports on Form 8-K during the quarter ended March 31, 1997. Page 16 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LACLEDE GAS COMPANY Date: May 1, 1997 /s/ G. T. McNeive, Jr. ------------------------ G. T. McNeive, Jr. Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 17 Index to Exhibits Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 10.01 Amendment to the Employees' Retirement Plan 19 of Laclede Gas Company-Management Employees adopted February 7, 1997. 10.02 Line of Credit Agreement dated January 17, 1997 22 with The Chase Manhattan Bank. 10.03 Line of Credit Agreement dated January 17, 1997 24 with Mercantile Bank of St. Louis, National Association. 10.04 Line of Credit Agreement dated January 14, 1997 26 with The Boatmen's National Bank of St. Louis. 10.05 Line of Credit Agreement dated January 15, 1997 27 with Commerce Bank, N.A. 10.06 Three Day Additional Credit Agreement dated 29 February 28, 1997 with The Boatmen's National Bank of St. Louis. 10.07 Extension and Further Amendment dated March 1, 30 1997 of the Supplemental Line of Credit Agreement dated August 19, 1996 (as amended by letter dated December 23, 1996) among the Company, The Chase Manhattan Bank, The Boatmen's National Bank of St. Louis and Mercantile Bank of St. Louis, National Association. 27 Financial Data Schedule UT 43 Page 18 EX-10.1 2 Date: February 7, 1997 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer of Laclede Gas Company), and Gerald T. McNeive, Jr. (as Senior Vice President - Finance of Laclede Gas Company), pursuant to resolutions adopted by the Board of Directors on August 28, 1986, which resolutions, among other things, granted to any two executive officers who hold one of the following offices: Chairman of the Board; President; Executive Vice President; or Senior Vice President; the authority to amend any or all of the benefit plans and/or related trust agreements of the Company (collectively the "Plans") to the extent such amendments deal with changes necessary or appropriate: (1) to comply with, or obtain the benefit of, applicable laws and/or regulations, as amended from time to time; (2) to reflect minor or routine administrative factors; (3) to clarify the meaning of any of the provisions of the Plans; and/or (4) to evidence changes in then existing Plans to reflect the interrelationship thereof with newly adopted Plans or amendments to Plans, which newly adopted Plans or amendments affect the terms of such other then existing Plans; do hereby amend the Employees' Retirement Plan of Laclede Gas Company - Management Employees as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 19 AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES ----------------------------------------------- 1. Effective October 1, 1989, the following new sentences are added at the end of Section 1.1-10 as follows: "For purposes of applying the annual compensation limit, the family unit of an Employee, who is either a five percent (5%) owner or who is both a highly compensated Employee and one of the ten most highly compensated Employees during the year, will be treated as a single Employee. For this purpose, a family unit is the Employee who is a five percent (5%) owner or is both a highly compensated Employee and one of the ten most highly compensated Employees, the Employee's spouse and the Employee's lineal descendants who have not attained age nineteen (19) before the close of the year. The limit as described in the preceding two sentences shall expire on September 30, 1997." 2. Effective October 1, 1982, paragraph L. of Section 3.7 is amended in its entirety as follows: "L. For purposes of the limitations in A. and I. above, all defined benefit plans of the Company or a Related Company, whether or not terminated, are to be treated as one defined benefit plan. For purposes of the limitation in I. above, all defined contribution plans of the Company or a Related Company, whether or not terminated, are to be treated as one defined contribution plan." 3. Effective December 22, 1987, paragraph C. of Section 10.3 is amended in its entirety as follows: "C. Qualified Status. Each contribution shall be conditioned on the ---------------- initial qualification of the Plan under the Internal Revenue Code, as amended. If such qualification is denied by the Internal Revenue Service, such contribution must be returned to the Company within one year after the date of such disallowance." 4. Effective October 1, 1989, the table under paragraph (b) of Section 15.8 is replaced with the following table: Vested Portion of "Years of Service Accrued Benefit ---------------- ----------------- less than 2 0% 2 but less than 3 20% 3 but less than 4 40% 4 but less than 5 60% 5 or more 100%" 5. Effective October 1, 1989, the last sentence of paragraph (c) of Section 15.8 is deleted and such existing last sentence is replaced in its entirety, and a new sentence is added at the end of paragraph (c) of Section 15.8 as follows: Page 20 "If the Plan becomes Top-Heavy and subsequently ceases to be Top-Heavy, the vesting schedule set forth in paragraph (b) of this Section shall automatically cease to apply, and the vesting schedule set forth in Section 8.1 above shall apply, with respect to the entire Accrued Benefit; except that any Employee with three or more Years of Service will be given the option of remaining under the vesting schedule provided in paragraph (b) of this Section 15.8. In the event that the Plan becomes Top-Heavy and then subsequently ceases to be Top-Heavy, the nonforfeitable percentage of the Employee's Accrued Benefit which shall have vested under this Section 15.8 before the Plan ceased to be Top-Heavy will not be decreased." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer GERALD T. MCNEIVE, JR. ------------------------------- Title: Senior Vice President - Finance Page 21 EX-10.2 3 The Chase Manhattan Bank One Chase Manhattan Plaza, 3rd Floor New York, NY 10081 January 17, 1997 Mr. Ronald L. Krutzman Treasurer Laclede Gas Company 720 Olive Street St. Louis, MO 63101 Dear Ron: The Chase Manhattan Bank (the "Bank) is pleased to advise you that it is prepared to offer a line of credit to Laclede Gas Company (the "Company") up to the maximum amount of $10,000,000. The Bank will consider requests for advances under the line of credit until January 31, 1998. The purpose of the line of credit is general corporate purposes. Accordingly, our officers may, at their discretion, make short term loans to the Company on such terms as may be mutually agreed upon from time to time. Notes issued under this arrangement shall mature not more than ninety days (90) from date of issuance. Notes maturing after January 31, 1998, may be renewed in whole or in part provided no notes mature later than June 30, 1998. Interest shall be payable at maturity or on the date of any prepayment. Notes issued under this arrangement may be prepaid at any time without penalty. We ask that you continue to supply us with current financial and other information, which current information will be furnished to the Bank as it may from time to time reasonably request. It is understood that any loans obtained by any subsidiary of the Company whether or not they are guaranteed by the Company are excluded from this arrangement and shall not be charged against the credit stated above. This letter constitutes the entire understanding between the Bank and the Company, supersedes all prior discussions and replaces the Bank's letter to you dated January 16, 1996 regarding a line of credit. Nothing in this letter is intended to alter the arrangement set forth in the agreement dated December 23, 1996 or the availability of up to $45,000,000 of advances thereunder from the Bank on the terms set forth in said December 23, 1996 Agreement. Please acknowledge your understanding of the above by signing and returning the attached copy of this letter by February 15, 1997. The Chase Manhattan Bank /s/ Michiel V.M. van der Voort Michiel V.M. van der Voort Vice President Page 22 Acknowledged: Laclede Gas Company By: /s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treasurer Page 23 EX-10.3 4 Mercantile Bank of St. Louis N. A. Mercantile Tower P.O. Box 524 St. Louis, MO 63166-0524 314-425-2525 January 17, 1997 Mr. Ronald L. Krutzman Treasurer and Assistant Secretary Laclede Gas Company 720 Olive Street St. Louis, MO 63101 Dear Ron: Mercantile Bank of St. Louis National Association is pleased to provide a $10,000,000 line of credit maturing January 31, 1998 to Laclede Gas Company for general corporate purposes and for commercial paper backup. All borrowings will be priced at your option, at Mercantile's Prime rate, floating, IBOR adjusted + 3/8%, or CD's adjusted + 1/2% for available maturities to 90 days. Notes issued under this line shall not exceed 90 days. If a whole note is outstanding with a maturity before January 31, 1998, the note shall be renewed in whole or in part provided no note shall mature later than January 31, 1998. Interest shall be payable at maturity or on date of repayment. Interest shall be computed on the basis of actual 365/366 for prime borrowings and actual 360 basis for IBOR or CD loans. Notes issued may be prepaid at any time without penalty, subject to standard funding loss provisions. We may terminate this agreement at any time if we determine, in good faith, that we are not satisfied with your conditions, operations or performance, financial or otherwise. It is understood that any loans obtained by any subsidiary of Laclede Gas Company, whether or not they are guaranteed by Laclede Gas Company, are excluded from this agreement and shall not be charged against the line of credit described above. Nothing in this letter is intended to alter the arrangements set forth in the agreement dated December 23, 1996 or the availability of up to $22,500,000 of advances thereunder from Mercantile Bank of St. Louis National Association on the terms set forth in said December 23, 1996 agreement. We appreciate the opportunity to service your credit needs and to continue the long standing relationship between our companies. If the foregoing is acceptable to you, please sign and date below. MERCANTILE BANK OF ST. LOUIS N.A. By: /s/ Timothy W. Hassler Name: Timothy W. Hassler Title: Assistant Vice President Page 24 Accepted this 17th day of January, 1997 LACLEDE GAS COMPANY By: /s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treasurer and Assistant Secretary Page 25 EX-10.4 5 Laclede Gas Company 720 Olive Street St. Louis, MO 63101 January 14, 1997 The Boatmen's National Bank of St. Louis One Boatmen's Plaza, 13th Floor 800 Market Street St. Louis, Missouri 63102 Gentlemen: In order to help finance our construction through January 31, 1998, and to provide funds for general corporate purposes, we are asking you to make available to us until January 31, 1998, bank credit in the amount of $10,000,000.00. Notes issued under this agreement shall mature not more than ninety (90) days from date. Notes maturing after January 31, 1998, may be renewed in whole or in part provided no note shall mature later than June 30, 1998. The notes shall bear interest at your lowest rate extended to the most credit-worthy commercial and industrial borrowers for ninety (90) day maturities effective at the time of each borrowing or renewal. Interest shall be payable at maturity or on the date of any prepayment. Notes issued under this agreement may be prepaid at any time without penalty. It is understood that any loans obtained by any subsidiary of Laclede Gas Company whether or not they are guaranteed by Laclede Gas Company are excluded from this agreement and shall not be charged against the credit stated above. Nothing in this letter is intended to alter the arrangements set forth in the agreement dated December 23, 1996, or the availability of up to $22,500,000.00 of advances thereunder from The Boatmen's National Bank on the terms set forth in said December 23, 1996 agreement. If the foregoing is acceptable to you, will you kindly sign in the space indicated below, and this shall then constitute an agreement between us. Yours very truly, LACLEDE GAS COMPANY By /s/ Ronald L. Krutzman Treasurer & Asst. Secretary THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By /s/ Thomas C. Guyton Vice President RLK/dkk Page 26 EX-10.5 6 Commerce Bank 8000 Forsyth Boulevard St. Louis, MO 63105-1797 (314) 726-2255 January 15, 1997 Mr. Ronald Krutzman, Treasurer Laclede Gas Company 720 Olive St. Louis, MO 63101 Dear Mr. Krutzman: Commerce Bank, N.A. ("Bank") is pleased to offer a line of credit to Laclede Gas Company ("Borrower") under the following terms and conditions. Accordingly, our officers may, at their discretion, make short-term loans to Laclede Gas Company up to $10,000,000 on such terms as may be mutually agreed upon from time to time. Purpose: Working Capital Amount: Up to $10,000,000 Ten Million Dollars) Interest Rate: Prime rate of Bank or such lesser rate that may be agreed upon at the time of funding. Term: Until January 31, 1998 Method of Borrowing & Repayment: Advances shall be evidenced by separate notes and each note issued under this arrangement shall mature not more than ninety (90) days from note date. Notes maturing after January 31, 1998, may be renewed in whole or part provided no note matures later than June 30, 1998. Interest shall be payable at maturity on or the date of any prepayment. Notes issued under this arrangement may be prepaid at any time without penalty. Collateral: Unsecured Other: Execution of note(s) in form acceptable to Bank. It is understood that any loans obtained by any subsidiary of Borrower whether or not they are guaranteed by Borrower are excluded from this agreement and shall not be charged against the amount stated above. Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt, including promises to extend or renew such debt, are not enforceable. To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us as we may later agree in writing to modify it. By signing below, you and we agree that there are no unwritten oral agreements between us. This offer shall automatically expire upon the Borrower's failure to accept this offer within 15 days of the date of this letter. Page 27 If the aforementioned terms and conditions are satisfactory, please indicate the Borrower's acceptance and approval of same by signing and returning the original of this letter. We are pleased to be able to provide this service and look forward to expanding our relationship. Sincerely, /s/ John J. Thiebauth John J. Thiebauth Executive Vice President JJT:jc Accepted and approved this 16th day of January, 1997. LACLEDE GAS COMPANY By: /s/ Ronald L. Krutzman Page 28 EX-10.6 7 Laclede Gas Company 720 Olive Street St. Louis, MO 63101 February 28, 1997 Mr. Thomas C. Guyton, Vice President The Boatmen's National Bank of St. Louis One Boatmen's Plaza 800 Market Street St. Louis, MO 63166-0236 Dear Mr. Guyton: This letter sets forth the agreement (the "Three-Day Additional Credit Agreement") between Laclede Gas Company ("Laclede") and the Boatmen's National Bank of St. Louis ("Boatmen's") whereby Boatmen's agrees to extend to Laclede for three days March 1, 1997 through March 3, 1997, an additional line of credit in the amount of Five Million Dollars ($5,000,000), with any borrowing thereunder to mature on March 4, 1997 and to bear the same rate of interest as the "Alternate Base Rate", as defined in that supplemental line of credit agreement among Laclede, Boatmen's, the Chase Manhattan Bank, and Mercantile Bank of St. Louis National Association which was originally entered into on August 19, 1996 and has since been amended and extended (such supplemental line of credit agreement, as heretofore supplemented and amended, being hereinafter called the "Line of Credit Agreement"). In the event Laclede makes a request for an advance of funds under this Three-Day Additional Credit Agreement, Laclede shall execute an appropriate promissory note similar (to the extent appropriate) in form to the form of promissory note attached as Exhibit A to the Line of Credit Agreement. This Three-Day Additional Line of Credit Agreement shall in no way limit or reduce any funds otherwise available to Laclede under the terms of the Supplemental Line of Credit Agreement, or under the $10 million line of credit between Laclede and Boatmen's evidenced by letter of Laclede to Boatmen's dated January 14, 1997. Please indicate acceptance of this Three-Day Additional Credit Agreement by signing in the appropriate space below, and on the enclosed duplicate original of this letter, and returning to Laclede the signed duplicate original of this letter. Very truly yours, LACLEDE GAS COMPANY By: /s/ R. L. Krutzman Name: R. L. Krutzman Title: Treasurer and Assistant Secretary Accepted and Agreed to as of the day first written above: THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: /s/ Thomas C. Guyton Name: Thomas C. Guyton Title: Vice President Page 29 EX-10.7 8 March 1, 1997 The Chase Manhattan Bank One Chase Manhattan Plaza New York, New York 10081 Attention: Mr. Jaimin Patel The Boatmen's National Bank of St. Louis One Boatmen's Plaza 800 Market Street St. Louis, Missouri 63166-0236 Attention: Mr. Thomas C. Guyton Mercantile Bank of St. Louis National Association #1 Mercantile Center, 12th Floor P.O. Box 524 St. Louis, Missouri 63101 Attention: Mr. Timothy W. Hassler Gentlemen: Re: Extension and further amendment of the line of credit agreement dated August 19, 1996, as amended by letter dated December 23, 1996, among Laclede Gas Company (the "Company" or "Laclede"), The Chase Manhattan Bank ("Chase"), The Boatmen's National Bank of St. Louis ("Boatmen's") and Mercantile Bank of St. Louis National Association ("Mercantile") (each a "Bank" and collectively the "Banks". Said line of credit agreement, as previously amended shall hereinafter be called the "Line of Credit Agreement"). This amendatory agreement will confirm our agreement to further amend and extend the term of the above-referenced Line of Credit Agreement from March 1, 1997 to April 1, 1997, on the same terms and conditions set forth in the above-referenced Line of Credit Agreement; subject only to the terms and modifications expressly set forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs shall be effective on March 1, 1997. Page 30 The Chase Manhattan Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association March 1, 1997 1. NEW MAXIMUM AMOUNTS OF ADVANCES. The combined aggregate principal amount of Advances at any time outstanding from any Bank under the Line of Credit Agreement shall not, on or after March 1, 1997, exceed the amount set forth opposite the name of such Bank below (such Bank's "Maximum Amount"), and shall be in a combined aggregate principal amount at any time outstanding which shall not exceed $40 million: Name of Bank Maximum Amount ------------ -------------- Chase $20,000,000 Boatmen's $10,000,000 Mercantile $10,000,000 2. NEW TERMINATION DATE. The phrase "Termination Date" as defined in the Line of Credit Agreement is hereby amended from March 1, 1997 to April 1, 1997. Accordingly, all references in the Line of Credit Agreement to the Termination Date shall hereafter refer to April 1, 1997. 3. NEW FORM OF NOTE. Each executed Note in the form of Exhibit A to the Line of Credit Agreement as to which no sums are then due and payable thereunder shall be returned to Laclede immediately for cancellation, upon the holder Bank's receipt of an executed Note to that Bank in the form attached as Exhibit A to this amendatory agreement. 4. ABSENCE OF MATERIAL ADVERSE CHANGE. The making of Advances under the Line of Credit Agreement as amended by this letter agreement is also subject to the absence of any material adverse change since December 31, 1996, in the financial condition of Laclede. 5. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT. Subject only to the amendments expressly set forth in numbered Paragraphs 1 through 4 above, the Line of Credit Agreement is hereby ratified, confirmed and approved in all respects. Without limiting the generality of the foregoing, the interest rate on LIBO Rate Advances and the Facility Fee shall remain as specified in Paragraphs 6 and 7 of the Line of Credit Agreement. Page 31 The Chase Manhattan Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association March 1, 1997 Please indicate your acceptance of the terms of this amendatory agreement by signing in the appropriate space below and returning to Laclede Gas Company the enclosed duplicate of the original of this letter. This letter may be executed in counterparts, each of which shall be an original, and all of which when taken together, shall constitute one agreement which shall amend the Line of Credit Agreement as hereinbefore provided. Very truly yours, LACLEDE GAS COMPANY By: /s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Accepted and Agreed to as of the date first written above. THE CHASE MANHATTAN BANK By: /s/ Ronald Potter Name: Ronald Potter Title: Managing Director THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: /s/ Thomas C. Guyton Name: Thomas C. Guyton Title: Vice President MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By: /s/ Timothy W. Hassler Name: Timothy W. Hassler Title: Assistant Vice President Page 32 EXHIBIT A NOTE $ ,000,000 New York, New York March 1, 1997 FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri corporation (the "Company"), hereby promises to pay to the order of (the "Bank"), at the office of the Bank at : (a) on the last day of each Interest Period, as defined in the letter agreement dated as of August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated March 1, 1997 (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement") between the Company, the Bank and certain other banks, the aggregate unpaid principal amount of each Advance (as defined in the Line of Credit Agreement) made by the Bank to which such Interest Period relates; and (b) on April 1, 1997, the lesser of $ and the aggregate principal amount of all Advances made by the Bank under the Line of Credit Agreement and remaining unpaid; in each case in lawful money of the United States of America in immediately available funds. The undersigned promises to pay interest on the unpaid principal amount of each Advance at the rates and payable on the dates provided for in the Line of Credit Agreement. The Company hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All Advances by the Bank evidenced by this Note, the interest rates applicable thereto and all payments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note. This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America. LACLEDE GAS COMPANY By: ________________________ Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Page 33 NOTE $20,000,000 New York, New York March 1, 1997 FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri corporation (the "Company"), hereby promises to pay to the order of the Chase Manhattan Bank (the "Bank"), at the office of the Bank at 270 Park Avenue, 8th Floor, New York, New York 10017: (a) on the last day of each Interest Period, as defined in the letter agreement dated as of August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated March 1, 1997 (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement"), between the Company, the Bank and certain other banks, the aggregate unpaid principal amount of each Advance (as defined in the Line of Credit Agreement) made by the Bank to which such Interest Period relates; and (b) on April 1, 1997, the lesser of $20,000,000 and the aggregate principal amount of all Advances made by the Bank under the Line of Credit Agreement and remaining unpaid; in each case in lawful money of the United States of America in immediately available funds. The undersigned promises to pay interest on the unpaid principal amount of each Advance at the rates and payable on the dates provided for in the Line of Credit Agreement. The Company hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All Advances by the Bank evidenced by this Note, the interest rates applicable thereto and all payments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note. This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America. LACLEDE GAS COMPANY By: /s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Page 34 Loans by and Payments to the Bank --------------------------------- Referred to in the Foregoing Note --------------------------------- Name of Payments Person Amount Type of Interest Maturity Making Date of Loan Loan Rate Date Principal Interest Notation - -------------------------------------------------------------------------- Page 35 THE CHASE MANHATTAN BANK March 1, 1997 Laclede Gas Company 720 Olive Street St. Louis, Missouri 63101 Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary Laclede Gas Company ------------------- Dear Sirs: Reference is made to the line of credit letter agreement dated August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated the date hereof, (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement") among the Chase Manhattan Bank ("Chase"), certain other banks and Laclede Gas Company ("Laclede") providing for advances by Chase to Laclede in an aggregate principal amount at any time outstanding not to exceed $20,000,000. Chase confirms that nothing in the Line of Credit Agreement is intended to alter the arrangements set forth in the letter of Chase to Laclede dated January 17, 1997, or the availability of up to $10,000,000 of advances thereunder on the terms set forth therein. Very truly yours, THE CHASE MANHATTAN BANK By: /s/ Ronald Potter Name: Ronald Potter Title: Managing Director Page 36 NOTE $10,000,000 New York, New York March 1, 1997 FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri corporation (the "Company"), hereby promises to pay to the order of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS (the "Bank"), at the office of the Bank at One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63166-0236: (a) on the last day of each Interest Period, as defined in the letter agreement dated as of August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated March 1, 1997 (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement"), between the Company, the Bank and certain other banks, the aggregate unpaid principal amount of each Advance (as defined in the Line of Credit Agreement) made by the Bank to which such Interest Period relates; and (b) on April 1, 1997, the lesser of $10,000,000 and the aggregate principal amount of all Advances made by the Bank under the Line of Credit Agreement and remaining unpaid; in each case in lawful money of the United States of America in immediately available funds. The undersigned promises to pay interest on the unpaid principal amount of each Advance at the rates and payable on the dates provided for in the Line of Credit Agreement. The Company hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All Advances by the Bank evidenced by this Note, the interest rates applicable thereto and all payments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note. This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America. LACLEDE GAS COMPANY By: /s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Page 37 Loans by and Payments to the Bank --------------------------------- Referred to in the Foregoing Note --------------------------------- Name of Payments Person Amount Type of Interest Maturity Making Date of Loan Loan Rate Date Principal Interest Notation - -------------------------------------------------------------------------- Page 38 THE BOATMEN'S NATIONAL BANK OF ST. LOUIS March 1, 1997 Laclede Gas Company 720 Olive Street St. Louis, Missouri 63101 Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary Laclede Gas Company ------------------- Dear Sirs: Reference is made to the line of credit letter agreement dated August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated the date hereof (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement") among The Boatmen's National Bank of St. Louis ("Boatmen's"), certain other banks and Laclede Gas Company ("Laclede") providing for advances by Boatmen's to Laclede in an aggregate principal amount at any time outstanding not to exceed $10,000,000. Boatmen's confirms that nothing in the Line of Credit Agreement is intended to alter the arrangements set forth in the letter of Laclede to Boatmen's dated January 14, 1997, or the availability of up to $10,000,000 of advances thereunder on the terms set forth therein. Very truly yours, THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, By: /s/ Thomas C. Guyton Name: Thomas C. Guyton Title: Vice President Page 39 NOTE $10,000,000 New York, New York March 1, 1997 FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri corporation (the "Company"), hereby promises to pay to the order of MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION (the "Bank"), at the office of the Bank at Eighth & Locust, 12th Floor, St. Louis, Missouri 63101: (a) on the last day of each Interest Period, as defined in the letter agreement dated as of August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated March 1, 1997 (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement"), between the Company, the Bank and certain other banks, the aggregate unpaid principal amount of each Advance (as defined in the Line of Credit Agreement) made by the Bank to which such Interest Period relates; and (b) on April 1, 1997, the lesser of $10,000,000 and the aggregate principal amount of all Advances made by the Bank under the Line of Credit Agreement and remaining unpaid; in each case in lawful money of the United States of America in immediately available funds. The undersigned promises to pay interest on the unpaid principal amount of each Advance at the rates and payable on the dates provided for in the Line of Credit Agreement. The Company hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All Advances by the Bank evidenced by this Note, the interest rates applicable thereto and all payments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note. This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America. LACLEDE GAS COMPANY By: /s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Page 40 Loans by and Payments to the Bank --------------------------------- Referred to in the Foregoing Note --------------------------------- Name of Payments Person Amount Type of Interest Maturity Making Date of Loan Loan Rate Date Principal Interest Notation - -------------------------------------------------------------------------- Page 41 THE MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION March 1, 1997 Laclede Gas Company 720 Olive Street St. Louis, Missouri 63101 Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary Laclede Gas Company Dear Sirs: Reference is made to the line of credit letter agreement dated August 19, 1996, as amended by an amendatory agreement dated December 23, 1996, and as further amended by an amendatory agreement dated the date hereof (said letter agreement, as thus amended, being hereinafter called the "Line of Credit Agreement") among Mercantile Bank of St. Louis National Association ("Mercantile"), certain other banks and Laclede Gas Company ("Laclede") providing for advances by Mercantile to Laclede in an aggregate principal amount at any time outstanding not to exceed $10,000,000. Mercantile confirms that nothing in the Line of Credit Agreement is intended to alter the arrangements set forth in the letter of Mercantile to Laclede dated January 17, 1997, or the availability of up to $10,000,000 of advances thereunder on the terms set forth therein. Very truly yours, MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By: /s/ Timothy W. Hassler Name: Timothy W. Hassler Title: Assistant Vice President Page 42 EX-27 9
UT 1,000 6-MOS SEP-30-1997 MAR-31-1997 PER-BOOK 458,945 25,424 176,553 91,538 0 752,460 19,423 37,188 210,382 266,993 1,960 0 179,380 0 0 56,000 0 0 0 0 248,127 752,460 457,896 21,857 389,314 411,171 46,725 856 47,581 9,969 37,612 49 37,563 11,413 7,084 37,617 2.14 2.14 Capital-surplus-paid-in is net of $24,017 of treasury stock. Page 43
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