-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Fo4AKwj1uWQAJtm51CjxHwZhKkC4RnqPxmyMp1XxBQG1xpCB/LLicH+uqkQgL2wk xa44Itk1ljnddoc54kdcLQ== 0000057183-94-000002.txt : 19940118 0000057183-94-000002.hdr.sgml : 19940118 ACCESSION NUMBER: 0000057183-94-000002 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19930731 FILED AS OF DATE: 19940114 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: 11-K SEC ACT: 34 SEC FILE NUMBER: 001-01822 FILM NUMBER: 94501467 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 11-K 1 11-K WAGE DEFERRAL 7/31/93 1 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / x / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended July 31, 1993 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number 1-1822 LACLEDE GAS COMPANY WAGE DEFERRAL SAVINGS PLAN LACLEDE GAS COMPANY 720 OLIVE STREET ST. LOUIS, MISSOURI 63101 2 Financial Statements and Exhibit
Page No. (a) Financial Statements Table of Contents F-1 Independent Auditors' Report F-2 Statements of Net Assets Available for Benefits as of July 31, 1993 and 1992 F-3 Statements of Changes in Net Assets Available for Benefits for the Years Ended July 31, 1993 and 1992 F-4 Notes to Financial Statements F-5 - F-9 Supplemental Schedule 1 - Schedule of Assets Held for Investment Purposes at July 31, 1993 F-10 Supplemental Schedule 5 - Schedule of Reportable Transactions in Excess of Five Percent of the Current Value of Plan Assets for the Year Ended July 31, 1993 F-11 (b) Exhibit Consent of Independent Public Accountants
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Laclede Gas Company Wage Deferral Savings Plan - -------------------------- (Registrant) / s / ROBERT J. CARROLL - ------------------------------ Robert J. Carroll Vice President - Finance Date: January 14, 1994 3 Laclede Gas Company Wage Deferral Savings Plan Financial Statements for the Years Ended July 31, 1993 and 1992, Supplemental Schedules for the Year Ended July 31, 1993 and Independent Auditors' Report 4 Laclede Gas Company Wage Deferral Savings Plan
Table of Contents Page Independent Auditors' Report 1 Financial Statements as of July 31, 1993 and 1992 and for the Years Then Ended: Statements of Net Assets Available for Benefits 2 Statements of Changes in Nets Assets Available for Benefits 3 Notes to Financial Statements 4 - 8 Supplemental Schedules as of July 31, 1993 and for the Year Then Ended: Schedule 1 - Schedule of Assets Held for Investment Purposes 9 Schedule 5 - Schedule of Reportable Transactions 10
As to the other information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, Schedules 2, 3 and 4 are omitted because of the absence of conditions under which they are required. F-1 5 INDEPENDENT AUDITORS' REPORT Laclede Gas Company Wage Deferral Savings Plan: We have audited the accompanying financial statements of Laclede Gas Company Wage Deferral Savings Plan as of July 31, 1993 and 1992 and for the years then ended, listed in the Table of Contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of July 31, 1993 and 1992, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE - --------------------- Deloitte & Touche December 3, 1993 F-2 6 Laclede Gas Company Wage Deferral Savings Plan Statements of Net Assets Available for Benefits July 31, 1993 and 1992
1993 1992 ----------- ----------- CASH $ $ 4 ----------- ----------- INVESTMENTS: Laclede Gas Company Common Stock 15,658,976 10,169,203 Boatmen's Collective Employee Benefit Trust Fund I 5,665,131 4,332,925 Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 3,020,715 2,173,021 Boatmen's Collective Employee Benefit Trust Fund S 4,282,485 4,181,303 Loans to Participants 1,769,040 1,245,219 ----------- ----------- Total Investments 30,396,347 22,101,671 ----------- ----------- ACCOUNTS RECEIVABLE: Employee Contributions 71,853 59,963 Employer Contributions 22,162 18,800 ----------- ---------- Total Receivables 94,015 78,763 ----------- ---------- ACCRUED INCOME 12,540 169,596 ----------- ----------- TOTAL ASSETS 30,502,902 22,350,034 ----------- ----------- PENDING PURCHASE PAYABLE (134,623) (82,245) ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $30,368,279 $22,267,789 =========== =========== See notes to financial statements.
F-3 7 Laclede Gas Company Wage Deferral Savings Plan Statements of Changes in Net Assets Available for Benefits Years Ended July 31, 1993 and 1992
1993 1992 ----------- ----------- CONTRIBUTIONS: Employee $ 3,335,201 $ 2,775,667 Employer 1,049,523 651,027 ----------- ----------- 4,384,724 3,426,694 ----------- ----------- TRANSFERS: From other funds 569,929 1,259,956 From other plans 21,744 46,777 ----------- ----------- 591,673 1,306,733 ----------- ----------- INVESTMENT INCOME: Interest 291,232 220,957 Dividends 718,644 562,871 Other income 5,160 Net appreciation in fair value of investments 3,568,271 1,711,072 ----------- ----------- 4,578,147 2,500,060 ----------- ----------- ADJUSTMENT TO RECORD LOANS TO PARTICIPANTS 1,036,600 ----------- ----------- TOTAL ADDITIONS 9,554,544 8,270,087 ----------- ----------- TRANSFERS: To other funds 569,929 1,259,956 To other plans 137,086 224,358 ----------- ----------- 707,015 1,484,314 ----------- ----------- DISTRIBUTIONS TO PARTICIPANTS 747,039 636,198 ----------- ----------- TOTAL DEDUCTIONS 1,454,054 2,120,512 ----------- ----------- NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 8,100,490 6,149,575 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 22,267,789 16,118,214 ----------- ----------- END OF YEAR $30,368,279 $22,267,789 =========== =========== See notes to financial statements.
F-4 8 Laclede Gas Company Wage Deferral Savings Plan Notes to Financial Statements Years Ended July 31, 1993 and 1992 1. Summary of Significant Accounting Policies The accompanying financial statements of the Laclede Gas Company Wage Deferral Savings Plan (the "Plan") have been prepared on the accrual basis. The Plan's investments are stated at the market value of the underlying assets, which are determined by quoted market prices. Realized gains or losses on security transactions are determined using the average cost method. 2. Information Regarding the Plan The following description pertains to the Plan as in effect during the years ended July 31, 1993 and 1992. To be eligible to participate in the Plan, an employee must be a member of a collective bargaining unit, complete one year of service and attain the age of 21 or over. The cost of Plan administration is paid by Laclede Gas Company (the "Company"). The Plan provides for voluntary employee contributions expressed as a percentage of compensation in one-tenth increments (minimum of 0.9%) or in dollar or half-dollar amounts (minimum $5.00), up to 12% of the participant's compensation. Effective May 1, 1992, employee contributions up to 5.0% of a participant's compensation are matched one-half by the Company; prior to that date, employee contributions up to 4.5% of compensation received a one-third match. Total contributions may not exceed the limitations on deferrals under Section 402 of the Internal Revenue Code (as such limitation is or may be adjusted by Section 415(d)) for an individual's taxable year. F-5 9 Employees may change the amount of their contribution periodically. All contributions are immediately 100% vested. Contributions to the Plan are invested in one or more of four investment funds at the option of the employee. A minimum of 25% of the employee's contribution must be directed into each fund utilized. Participants are able to obtain loans of defined amounts from their accounts, subject to approval by the Plan Administrator. Distributions are generally made to participants upon retirement, termination of employment, death, or total and permanent disability. Participants aged 59-1/2 years or older may elect a distribution of their entire account. Distributions ordinarily are made in single lump-sum cash payments; however, participants in the Laclede Gas Company Stock Fund may elect to receive their distribution in the form of shares, with the value of fractional shares distributed in cash. Active employees who suffer a financial hardship and cannot obtain funds from other resources, including a loan from the Plan, may apply for a hardship withdrawal. Hardship withdrawals are subject to approval by the Plan Administrator and are limited to the employees' elective deferrals, plus related earnings as of December 31, 1988, less amounts previously distributed due to hardship. Additional information regarding the various funds as of July 31, 1993 and 1992 is presented below: Laclede Gas Company Stock Fund: Investments: (a) Boatmen's Collective Employee Benefit Trust Fund S 1993 - 114,256 units (cost and market value - $114,256) 1992 - 176,920 units (cost and market value - $176,920) (b) Laclede Gas Company Common Stock 1993 - 327,936.675 shares (cost - $11,402,039, market value - $15,658,976) 1992 - 264,995.525 shares (cost - $8,567,595, market value - $10,169,203) F-6 10 Net Appreciation in Fair Value of Investments:
1993 1992 Change in Unrealized Appreciation $2,780,347 $ 994,760 Realized Gain/(Loss) on Sale 67,259 10,959 ---------- ---------- Net Appreciation of Investments $2,847,606 $1,005,719 ========== ==========
Number of Participants: 1993 - 1,174 1992 - 1,245 Equity Fund: Investments: (a) Boatmen's Collective Employee Benefit Trust Fund S 1993 - 126,158 units (cost and market value - $126,158) 1992 - 138,847 units (cost and market value - $138,847) (b) Boatmen's Collective Employee Benefit Trust Fund I 1993 - 67,217 units (cost - $4,272,991, market value - $5,665,131) 1992 - 55,879 units (cost - $3,355,306, market value - $4,332,925) Net Appreciation in Fair Value of Investments:
1993 1992 Change in Unrealized Appreciation $ 414,521 $ 427,306 Realized Gain/(Loss) on Sale - - ---------- ---------- Net Appreciation of Investments $ 414,521 $ 427,306 ========== ==========
Number of Participants: 1993 - 801 1992 - 775 F-7 11 Fixed Income Fund: Investments: (a) Boatmen's Collective Employee Benefit Trust Fund S 1993 - 54,617 units (cost and market value - $54,617) 1992 - 46,459 units (cost and market value - $46,459) (b) Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 1993 - 292,207 units (cost - $2,294,823, market value - $3,020,715) 1992 - 4,846 units (cost - $1,748,215, market value - $2,173,021) Net Appreciation in Fair Value of Investments:
1993 1992 Change in Unrealized Appreciation $ 305,929 $ 274,426 Realized Gain/(Loss) on Sale 215 3,621 ---------- ---------- Net Appreciation of Investments $ 306,144 $ 278,047 ========== ==========
Number of Participants: 1993 - 503 1992 - 491 Money Market Fund: Investments: Boatmen's Collective Employee Benefit Trust Fund S 1993 - 3,987,454 units (cost and market value - $3,987,454) 1992 - 3,819,077 units (cost and market value - $3,819,077) Net Appreciation in Fair Value of Investments: Money market funds do not experience unrealized appreciation or depreciation, realized gains or realized losses. F-8 12 Number of Participants: 1993 - 630 1992 - 669 The foregoing description is provided for informational purposes only and in case of conflict or discrepancy with the Plan text, the text governs. 3. Distributions Payable As of July 31, 1993, distributions payable to Plan participants amounted to $87,219. 4. Tax Status The Plan qualifies as a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. The Company has received a determination letter from the Internal Revenue Service that the Plan qualifies as a tax-exempt plan, subject to periodic review of the Plan provisions. As such, the Plan will not be subject to tax under income tax laws, and contributions and earnings will not be taxable to participants until such amounts are withdrawn or received in a distribution. F-9 13 Laclede Gas Company Wage Deferral Savings Plan Supplemental Schedule 1 Schedule of Assets Held for Investment Purposes at July 31, 1993
(a) (b)(c) (d) (e) Description Cost Current Value Laclede Gas Company Stock Fund: 114,256 units of Boatmen's Collective Employee Benefit Trust Fund S $ 114,256 $ 114,256 327,936.675 Shares of Laclede Gas Company Common Stock 11,402,039 15,658,976 Equity Fund: 126,158 units of Boatmen's Collective Employee Benefit Trust Fund S 126,158 126,158 67,217 units of Boatmen's Collective Employee Benefit Trust Fund I 4,272,991 5,665,131 Fixed Income Fund: 54,617 units of Boatmen's Collective Employee Benefit Trust Fund S 54,617 54,617 292,207 units of Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 2,294,823 3,020,715 Money Market Fund: 3,987,454 units of Boatmen's Collective Employee Benefit Trust Fund S 3,987,454 3,987,454 Loans to Participants 1,769,040 7.00% - 12.00%
F-10 14 Laclede Gas Company Wage Deferral Savings Plan Supplemental Schedule 5 Schedule of Reportable Transactions - Year Ended July 31, 1993
(e)(f) (a)(b) (c) (d) (g)(h) (i) ......AGGREGATE....... REALIZED NO. OF NO. OF $ VALUE $ VALUE GAIN DESCRIPTION OF ASSET PURCHASES SALES OF PURCHASES OF SALES ON SALE - -------------------- --------- ------ ------------ --------- ------ --------- Laclede Gas Company Common Stock 71 23 3,723,272 997,663 67,259 Boatmen's Collective Employee Benefit Trust Fund S 311 214 6,392,581 6,291,399
F-11 15 Exhibit to Form 11-K (Wage Deferral Savings Plan) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33- 38414 on Form S-8 of our report dated December 3, 1993, appearing in the Annual Report on Form 11-K of Laclede Gas Company Wage Deferral Savings Plan for the year ended July 31, 1993. /s/ DELOITTE AND TOUCHE - ------------------------ Deloitte and Touche January 13, 1994 -----END PRIVACY-ENHANCED MESSAGE-----