-----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, IJY50PqSEk3ORjN9YVPWWt3UQktW27xyB4awp7YPgXGi7J1+LPMdxzXz0fz3/KP/ v2tJ8GX1eFho5QBmj/hDZg== /in/edgar/work/0000057183-00-000027/0000057183-00-000027.txt : 20001030 0000057183-00-000027.hdr.sgml : 20001030 ACCESSION NUMBER: 0000057183-00-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001026 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: [4924 ] IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01822 FILM NUMBER: 746819 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 8-K 1 0001.txt 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): October 26, 2000 LACLEDE GAS COMPANY _____________________________________________________________________ (Exact name of registrant as specified in its charter) Missouri 1-1822 43-0368139 _____________________________________________________________________ (State or other (Commission (IRS Employer jurisdiction File Identification of Number) No.) incorporation) 720 Olive Street St. Louis, Missouri 63101 _____________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 342-0500 _______________ NONE _____________________________________________________________________ (Former name or former address, if changed since last report) Item 5. Other Events. On October 26, 2000 the Company issued the news releases attached as Exhibits 1 and 2. Item 7. Exhibits. See the Index to Exhibits. SIGNATURE 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 hereunto duly authorized. LACLEDE GAS COMPANY (Registrant) By: GERALD T. MCNEIVE, JR. ________________________ Gerald T. McNeive, Jr. Senior Vice President- Finance and General Counsel October 26, 2000 (Date) Index to Exhibits Exhibit No. - ----------- 1 Laclede Gas Company news release dated October 26, 2000. 2 Laclede Gas Company news release dated October 26, 2000. EX-1 2 0002.txt Exhibit 1 NEWS RELEASE LACLEDE GAS Contact: Richard N. Hargraves (314) 342-0652 FOR IMMEDIATE RELEASE October 26, 2000 Laclede Gas Company (NYSE: LG) today released the accompanying, unaudited Statement of Consolidated Income for fiscal year 2000 - the twelve-month period ending September 30, 2000. Despite heating season temperatures in our service area that were the third warmest on record (5% warmer than last year and 16% warmer than normal), earnings for fiscal 2000 were essentially the same as last year. In fiscal 2000, Laclede Gas earned $25.9 million, compared with $26.0 million in fiscal 1999. The impact of lower sales resulting from the warm weather was offset by improved results from Laclede's Gas Supply Incentive Plan (GSIP) and our off-system sales (which are sales of natural gas beyond the boundaries of our traditional service area) and from the general rate increase that became effective December 27, 1999. Per-share earnings in fiscal 2000 were $1.37 (on average shares outstanding of 18,877,987), compared with per-share earnings of $1.43 in fiscal 1999 (on average shares outstanding of 18,138,261). Laclede's Annual Report to Shareholders for fiscal 2000 will be mailed to shareholders and employees in mid-December. Note: This new release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company's future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company's control, including weather conditions, governmental and regulatory policy and action, the competitive environment and economic factors. For a more complete description of these uncertainties and risk factors, see the Company's Form 10-Q for the quarter ended June 30, 2000, filed with the Securities and Exchange Commission. UNAUDITED STATEMENTS OF CONSOLIDATED INCOME Laclede Gas Company and Subsidiary Companies (In Thousands Except Per Share Amounts)
Three Months Ended Twelve Months Ended September 30, September 30, 2000 1999 2000 1999 ---- ---- ---- ---- Operating Revenues: Utility operating revenues $ 70,364 $ 50,408 $531,152 $473,710 Non-utility operating revenues 10,806 5,258 34,976 17,608 ------------------ ------------------- Total operating revenues 81,170 55,666 566,128 491,318 ------------------ ------------------- Operating Expenses: Utility operating expenses Natural and propane gas 31,603 13,957 295,263 246,350 Other operation expenses 21,014 18,823 87,063 83,762 Maintenance 4,697 4,902 18,644 19,583 Depreciation and amortization 6,434 5,471 24,774 21,490 Taxes, other than income taxes 7,517 6,324 42,799 41,669 ------------------ ------------------- Total utility operating expenses 71,265 49,477 468,543 412,854 Non-utility operating expenses 10,566 5,144 34,269 17,245 ------------------ ------------------- Total operating expenses 81,831 54,621 502,812 430,099 ------------------ ------------------- Operating Income (661) 1,045 63,316 61,219 Other Income and Income Deductions- Net (98) (2,939)* 762 (203)** ------------------ ------------------- Income Before Interest and Income Taxes (759) (1,894) 64,078 61,016 ------------------ ------------------- Interest Charges: Interest on long-term debt 3,811 3,784 15,164 13,966 Other interest charges 2,479 1,209 8,844 6,627 ------------------ ------------------- Total interest charges 6,290 4,993 24,008 20,593 ------------------ ------------------- Income (Loss) Before Income Taxes (7,049) (6,887) 40,070 40,423 Income Tax Expense (Benefit) (3,657) (2,909) 14,105 14,361 ------------------ ------------------- Net Income (Loss) (3,392) (3,978) 25,965 26,062 Dividends on Preferred Stock 23 24 93 97 ------------------ ------------------- Earnings (Loss) Applicable to Common Stock $ (3,415) $(4,002) $ 25,872 $ 25,965 ================== =================== Average Number of Common Shares Outstanding 18,878 18,878 18,878 18,138 Earnings (Loss) Per Share Of Common Stock $(.18) $(.21) $1.37 $1.43 NOTE: Certain prior-period amounts have been reclassified to conform to current-year presentation. * Includes a one-time pre-tax charge of $3.2 million. **Includes a one-time pre-tax charge of $3.2 million and a one-time pre-tax gain of $1.9 million.
EX-2 3 0003.txt Exhibit 2 NEWS RELEASE LACLEDE GAS Contact: Richard Hargraves (314) 342-0652 FOR IMMEDIATE RELEASE October 26, 2000 LACLEDE GAS COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY APPROVES MANAGEMENT'S RECOMMENDATION TO FORM HOLDING COMPANY Laclede Gas Company (NYSE: LG) today announced that it will seek authorization to reorganize its corporate structure to form a holding company known as The Laclede Group, Inc. Today, Laclede Gas Company's Board of Directors authorized management to file appropriate documents with the Securities and Exchange Commission and to take additional steps to obtain necessary regulatory and shareholder approval. Under the new structure, Laclede Gas would become a wholly owned subsidiary of The Laclede Group, Inc., but would continue to operate as a regulated natural gas distribution utility. Existing corporate subsidiaries of Laclede Gas - Laclede Energy Resources, Inc., Laclede Venture Corp., Laclede Development Company, Laclede Investment Corporation, Laclede Gas Family Services, Inc., and Laclede Pipeline Company - would become subsidiaries of The Laclede Group, Inc., and would remain unregulated. "Our goal is to better serve the needs of our customers and our shareholders. We plan to do this by continuing to improve the reliable natural gas service provided by our regulated core utility business while further developing our presence in unregulated arenas with which we are familiar and have some expertise," said Douglas H. Yaeger, Laclede Gas Company's Chairman, President and Chief Executive Officer. "By creating a corporate structure that more thoroughly separates Laclede Gas' traditional utility functions from unregulated business activities, this reorganization will allow for clearly defined utility operations that reinforce and protect the financial strength of the regulated utility. At the same time, such separation will provide The Laclede Group's unregulated subsidiaries with additional financial and operational flexibility to pursue business opportunities that present themselves," Yaeger said. Laclede Gas Company was formed in 1857 under the name "The Laclede Gas Light Company" and operated as such until 1950. Today, Laclede Gas is the largest natural gas distribution company in Missouri, serving more than 633,000 customers in St. Louis and surrounding counties in Eastern Missouri. This release does not constitute an offer of any securities for sale. # # # Note: This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company's future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company's control, including weather conditions, governmental and regulatory policy and action, the competitive environment and economic factors. For a more complete description of these uncertainties and risk factors, see the Company's Form 10-Q for the quarter ended June 30, 2000, filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----