-----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, bKsm2gJHdJtq3snjBWvgjd6e93ifVvd4XwLyz/cDZqwfzN5swi9PcG0/r34Y14nW +b/QyKcjDVNCFQCfDpozhQ== 0000057183-95-000003.txt : 19950607 0000057183-95-000003.hdr.sgml : 19950607 ACCESSION NUMBER: 0000057183-95-000003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940731 FILED AS OF DATE: 19950124 SROS: MSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01822 FILM NUMBER: 95502442 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 11-K 1 11-K WAGE DEFERRAL 7/31/94 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, 1994 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, 1994 and 1993 F-3 Statements of Changes in Net Assets Available for Benefits for the Years Ended July 31, 1994 and 1993 F-4 Notes to Financial Statements F-5 - F-9 Supplemental Schedule 1 - Schedule of Assets Held for Investment Purposes at July 31, 1994 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, 1994 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 Senior Vice President - Finance Date: January 24, 1995 3 Laclede Gas Company Wage Deferral Savings Plan Financial Statements for the Years Ended July 31, 1994 and 1993, Supplemental Schedules for the Year Ended July 31, 1994 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, 1994 and 1993 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, 1994 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, 1994 and 1993 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, 1994 and 1993, 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 LLP - ------------------------- Deloitte & Touche LLP January 6, 1995 F-2 6 Laclede Gas Company Wage Deferral Savings Plan Statements of Net Assets Available for Benefits July 31, 1994 and 1993
1994 1993 ----------- ----------- INVESTMENTS: Laclede Gas Company Common Stock $18,147,677 $15,658,976 Boatmen's Collective Employee Benefit Trust Fund I 6,577,240 5,665,131 Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 3,048,372 3,020,715 Boatmen's Collective Employee Benefit Trust Fund S 3,827,997 4,282,485 Loans to Participants 2,343,751 1,769,040 ----------- ----------- Total Investments 33,945,037 30,396,347 ----------- ----------- ACCOUNTS RECEIVABLE: Employee Contributions 86,322 71,853 Employer Contributions 24,177 22,162 ----------- ---------- Total Receivables 110,499 94,015 ----------- ---------- ACCRUED INCOME 14,214 12,540 ----------- ----------- TOTAL ASSETS 34,069,750 30,502,902 ----------- ----------- CASH OVERDRAFT (66,834) PENDING PURCHASE PAYABLE (48,026) (134,623) ----------- ----------- TOTAL LIABILITIES (114,860) (134,623) ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $33,954,890 $30,368,279 =========== =========== 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, 1994 and 1993
1994 1993 ----------- ----------- CONTRIBUTIONS: Employee $ 3,766,199 $ 3,335,201 Employer 1,162,733 1,049,523 ----------- ----------- 4,928,932 4,384,724 ----------- ----------- TRANSFERS: From other funds 1,577,835 569,929 From other plans 25,663 21,744 ----------- ----------- 1,603,498 591,673 ----------- ----------- INVESTMENT INCOME: Interest 311,781 291,232 Dividends 884,906 718,644 Net appreciation in fair value of investments 3,568,271 ----------- ----------- 1,196,687 4,578,147 ----------- ----------- TOTAL ADDITIONS 7,729,117 9,554,544 ----------- ----------- TRANSFERS: To other funds 1,577,835 569,929 To other plans 191,349 137,086 ----------- ----------- 1,769,184 707,015 ----------- ----------- INVESTMENT LOSS: Net depreciation in fair value of investments 1,434,661 DISTRIBUTIONS TO PARTICIPANTS 938,661 747,039 ----------- ----------- TOTAL DEDUCTIONS 4,142,506 1,454,054 ----------- ----------- NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 3,586,611 8,100,490 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 30,368,279 22,267,789 ----------- ----------- END OF YEAR $33,954,890 $30,368,279 =========== =========== See notes to financial statements.
F-4 8 Laclede Gas Company Wage Deferral Savings Plan Notes to Financial Statements Years Ended July 31, 1994 and 1993 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, 1994 and 1993. 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. The maximum amount a participant may defer increases to 15% effective August 1, 1994. Employee contributions up to 5% of a participant's compensation are matched one-half by the Company; beginning August 1, 1995, employee contributions up to 6% of compensation will receive a fifty percent 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. Employees may change the amount of their contribution periodically. All contributions are immediately 100% vested. F-5 9 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. The Company authorized a two-for-one common stock split effective February 11, 1994, and the number of shares for last year have been restated to reflect this split. In addition, Boatmen's Collective Employee Benefit Trust Fund I split during the year, and last year's shares have been restated using the factor 7.555547. Additional information regarding the various funds as of July 31, 1994 and 1993 is presented below: Laclede Gas Company Stock Fund: Investments: (a) Boatmen's Collective Employee Benefit Trust Fund S 1994 - 217,348 units (cost and market value - $217,348) 1993 - 114,256 units (cost and market value - $114,256) (b) Laclede Gas Company Common Stock 1994 - 829,608.104 shares (cost - $15,890,470, market value - $18,147,677) 1993 - 655,873.350 shares (cost - $11,402,039, market value - $15,658,976) F-6 10 Net Appreciation in Fair Value of Investments:
1994 1993 Change in Unrealized Appreciation/(Depreciation) $(1,694,075) $ 2,780,347 Realized Gain on Sale 276 67,259 ----------- ----------- Net Appreciation/(Depreciation) of Investments $(1,693,799) $ 2,847,606 =========== ===========
Number of Participants: 1994 - 1,290 1993 - 1,174 Equity Fund: Investments: (a) Boatmen's Collective Employee Benefit Trust Fund S 1994 - 26,254 units (cost and market value - $26,254) 1993 - 126,158 units (cost and market value - $126,158) (b) Boatmen's Collective Employee Benefit Trust Fund I 1994 - 633,996 units (cost - $4,997,356, market value - $6,577,240) 1993 - 507,861 units (cost - $4,272,991, market value - $5,665,131) Net Appreciation in Fair Value of Investments:
1994 1993 Change in Unrealized Appreciation $ 286,059 $ 414,521 Realized Gain on Sale 15,792 - ---------- ---------- Net Appreciation of Investments $ 301,851 $ 414,521 ========== ==========
Number of Participants: 1994 - 805 1993 - 801 F-7 11 Fixed Income Fund: Investments: (a) Boatmen's Collective Employee Benefit Trust Fund S 1994 - 11,092 units (cost and market value - $11,092) 1993 - 54,617 units (cost and market value - $54,617) (b) Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 1994 - 298,485 units (cost - $2,470,256, market value - $3,048,372) 1993 - 292,207 units (cost - $2,294,823, market value - $3,020,715) Net Appreciation in Fair Value of Investments:
1994 1993 Change in Unrealized Appreciation/(Depreciation) $ (38,570) $ 305,929 Realized Gain/(Loss) on Sale (4,143) 215 ---------- ---------- Net Appreciation/(Depreciation) of Investments $ (42,713) $ 306,144 ========== ==========
Number of Participants: 1994 - 513 1993 - 503 Money Market Fund: Investments: Boatmen's Collective Employee Benefit Trust Fund S 1994 - 3,573,303 units (cost and market value - $3,573,303) 1993 - 3,987,454 units (cost and market value - $3,987,454) 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: 1994 - 531 1993 - 630 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, 1994, distributions payable to Plan participants amounted to $54,813. 4. Investments Representing 5% of Net Assets The following investments represent 5% or more of the net assets available for benefits:
1994 1993 Laclede Gas Company Common Stock $18,147,677 $15,658,976 Boatmen's Collective Employee Benefit Trust Fund I 6,577,240 5,665,131 Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 3,048,372 3,020,715 Boatmen's Collective Employee Benefit Trust Fund S 3,827,997 4,282,485 Loans to Participants 2,343,751 1,769,040
5. 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 July 31, 1994
(a) (b)(c) (d) (e) Description Cost Current Value Laclede Gas Company Stock Fund: 217,348 units of Boatmen's Collective Employee Benefit Trust Fund S $ 217,348 $ 217,348 829,608.104 Shares of Laclede Gas Company Common Stock 15,890,470 18,147,677 Equity Fund: 26,254 units of Boatmen's Collective Employee Benefit Trust Fund S 26,254 26,254 633,996 units of Boatmen's Collective Employee Benefit Trust Fund I 4,997,356 6,577,240 Fixed Income Fund: 11,092 units of Boatmen's Collective Employee Benefit Trust Fund S 11,092 11,092 298,485 units of Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus 2,470,256 3,048,372 Money Market Fund: 3,573,303 units of Boatmen's Collective Employee Benefit Trust Fund S 3,573,303 3,573,303 Loans to Participants 7.00% - 12.00% 2,343,751
F-10 14 Laclede Gas Company Wage Deferral Savings Plan Supplemental Schedule 5 Schedule of Reportable Transactions Year Ended July 31, 1994
(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 92 24 5,569,405 1,276,913 276 Boatmen's Collective Employee Benefit Trust Fund S 303 241 7,499,356 7,953,844 Boatmen's Collective Employee Benefit Trust Fund I 34 19 1,093,988 483,729 15,792
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 January 6, 1995, appearing in the Annual Report on Form 11-K of Laclede Gas Company Wage Deferral Savings Plan for the year ended July 31, 1994. /s/ DELOITTE AND TOUCHE LLP - ---------------------------- Deloitte and Touche LLP January 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----