-----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, ifLZdh8KjAbruDu7sNRjxOY75mm0BMCgQxQzCGelhrtvSAnBB+aeiKkcGwAhAREm hCFG8u3jeptSy+ZHS+BGDQ== 0000057183-95-000010.txt : 19950515 0000057183-95-000010.hdr.sgml : 19950515 ACCESSION NUMBER: 0000057183-95-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950214 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01822 FILM NUMBER: 95510067 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 10-Q 1 QUARTERLY REPORT ON FORM 10Q, 2/13/95 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 December 31, 1994 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. 15,750,664 shares, Common Stock, par value $1 per share at 2/13/95. 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, 1994. Page 2 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (In Thousands, Except Per Share Amounts)
Three Months Ended December 31, 1994 1993 ---- ---- Utility Operating Revenues $122,203 $167,245 -------------------- Utility Operating Expenses: Natural and propane gas 65,467 104,143 Other operation expenses 18,904 21,243 Maintenance 4,581 4,621 Depreciation and amortization 5,830 4,786 Taxes, other than income taxes 9,303 10,209 Income taxes (Note 3) 4,130 6,622 -------------------- Total Utility Operating Expenses 108,215 151,624 -------------------- Utility Operating Income 13,988 15,621 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 162 319 -------------------- Income Before Interest Charges 14,150 15,940 ------------------- Interest Charges: Interest on long-term debt 3,136 3,218 Other interest charges 1,804 802 ------------------- Total Interest Charges 4,940 4,020 -------------------- Net Income 9,210 11,920 Dividends on Preferred Stock 24 24 -------------------- Earnings Applicable to Common Stock $ 9,186 $ 11,896 ==================== Average Number of Common Shares Outstanding 15,709 15,586 Earnings Per Share of Common Stock $ .58 $ .76 Dividends Declared Per Share of Common Stock $ .31 $.305 Note: Average Number of Common Shares Outstanding, Earnings Per Share of Common Stock and Dividends Declared Per Share of Common Stock have been restated to reflect a 2-for-1 stock split which was effective on February 11, 1994. See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET
Dec. 31 Sept. 30 1994 1994 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $719,111 $709,563 Less: Accumulated depreciation and amortization 301,698 297,886 -------------------- Net Utility Plant 417,413 411,677 -------------------- Other Property and Investments 23,355 22,956 -------------------- Current Assets: Cash and cash equivalents 2,696 1,588 Accounts receivable - net 73,754 39,099 Materials, supplies, and merchandise at avg cost 5,096 5,059 Natural gas stored underground for current use at LIFO cost 45,933 48,333 Propane gas for current use at FIFO cost 13,566 13,582 Prepayments 3,376 1,853 Unamortized purchased gas adjustments 1,421 1,998 Deferred income taxes 3,091 3,717 -------------------- Total Current Assets 148,933 115,229 -------------------- Deferred Charges 60,837 58,433 -------------------- Total Assets $650,538 $608,295 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET (Continued)
Dec. 31 Sept. 30 1994 1994 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (17,574,488 shares issued) $ 17,574 $ 17,536 Paid-in capital 28,879 28,102 Retained earnings 177,634 173,318 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) -------------------- Total common stock equity 200,070 194,939 Redeemable preferred stock 1,960 1,960 Long-term debt (less sinking fund requirements) 154,228 154,211 -------------------- Total Capitalization 356,258 351,110 -------------------- Current Liabilities: Notes payable 90,000 53,500 Accounts payable 28,976 20,124 Refunds due customers 25,481 29,782 Advance customer billings 8,444 7,062 Taxes accrued 7,793 9,855 Other 19,382 23,868 -------------------- Total Current Liabilities 180,076 144,191 -------------------- Deferred Credits and Other Liabilities: Deferred income taxes 75,741 76,662 Unamortized investment tax credits 8,281 8,329 Other 30,182 28,003 -------------------- Total Deferred Credits and Other Liabilities 114,204 112,994 -------------------- Total Capitalization and Liabilities $650,538 $608,295 ==================== See notes to consolidated financial statements.
Page 5 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Three Months Ended December 31, 1994 1993 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 9,210 $ 11,920 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,844 4,804 Deferred income taxes and investment tax credits 546 (1,942) Other - net 49 19 Changes in assets and liabilities: Accounts receivable - net (34,655) (58,572) Unamortized purchased gas adjustments 577 1,998 Deferred purchased gas costs (771) 5,138 Accounts payable 8,852 30,947 Refunds due customers (4,301) (207) Taxes accrued (2,062) 4,443 Other assets and liabilities (2,810) (10,791) -------------------- Net cash used in operating activities $(19,521) $(12,243) -------------------- Investing Activities: Construction expenditures (11,402) (9,394) Investments - non-utility (388) (478) Other (92) (91) -------------------- Net cash used in investing activities $(11,882) $ (9,963) -------------------- Financing Activities: Issuance of short-term debt 36,500 41,000 Dividends paid (4,804) (4,778) Retirement of first mortgage bonds - (11,991) Other 815 (106) -------------------- Net cash provided by financing activities $ 32,511 $ 24,125 -------------------- Net Increase in Cash and Cash Equivalents $ 1,108 $ 1,919 Cash and Cash Equivalents at Beg of Period 1,588 1,706 -------------------- Cash and Cash Equivalents at End of Year $ 2,696 $ 3,625 ==================== Supplemental Disclosure of Cash Paid During the Period for: Interest $8,187 $6,963 Income taxes 607 8 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 December 31, ------------------ 1994 1993 ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $ 3,066 $ 7,388 State and local 516 1,244 Deferred: Federal 558 (1,733) State and local (10) (277) -------------------- Subtotal $ 4,130 $ 6,622 -------------------- Miscellaneous Income and Income Deductions Current: Federal $ 72 $ 35 State and local 1 (25) Deferred: Federal (2) 62 State and local - 6 -------------------- Subtotal $ 71 $ 78 -------------------- Total $ 4,201 $ 6,700 ====================
Page 7 4. The quarter ended December 1994 is the first quarter to receive the full impact of the settlement approved by the Missouri Public Service Commission (MoPSC) in the Company's Rate Case GR-94-220. The settlement primarily authorized higher general rates, increased depreciation rates and revisions in the regulatory treatment of certain pension costs. The general rate increase was designed to increase revenues by $12.2 million annually. Annual depreciation in 1995, including a net increase in depreciation rates, is estimated to average 3.3% of the original cost of depreciable property. Pension credits, including the establishment of a regulatory asset, have been recorded to reflect pension costs consistent with the regulatory accounting treatment ordered by the MoPSC. 5. This Form 10-Q should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company's 1994 Form 10-K. Page 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Earnings for the quarter ended December 31, 1994, the first quarter of fiscal year 1995, were $.58 per share compared with $.76 per share for the same three months last year, restated to reflect the 2-for-1 stock split effective February 11, 1994. The decrease in earnings was primarily due to near-record warm weather during October, November, and December of 1994, the second warmest such period this century. Earnings also decreased due to higher wage rates and other increases in the costs of doing business. Earnings for the quarter benefitted from the recent settlement of Laclede's request for general rate relief (Rate Case No. GR-94-220). The weather for the quarter was 29% warmer than last year and 28% warmer than normal. Utility operating revenues for the quarter ended December 31, 1994 were $122.2 million compared with $167.2 million for the quarter ended December 31, 1993. The $45.0 million, or 26.9%, decrease was principally due to lower therm sales (arising from the warmer weather). Revenues also decreased due to lower wholesale gas costs (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause). These decreases were slightly offset by the benefit of higher general rate levels resulting from Case No. GR-94-220. Therms sold and transported decreased by 71.5 million therms, or 20.4%, below the quarter ended December 31, 1993. Utility operating expenses for the quarter ended December 31, 1994 decreased by $43.4 million, or 28.6%, below the same quarter last year. Natural and propane gas expense this quarter decreased by $38.7 million, or 37.1%, from last year mainly due to decreased volumes purchased for sendout (resulting from the warmer weather). Gas expense also decreased due to lower rates charged by our suppliers. Other operation and maintenance expenses decreased 9.2%, primarily due to the recording of pension credits, including the establishment of a regulatory asset, necessary to reflect pension costs consistent with the regulatory accounting treatment ordered by the Missouri Public Service Commission (MoPSC) in Case No. GR-94-220. The reduced expenses were partially offset by higher wage rates (3.5%) and other increases in the costs of doing business. Depreciation and amortization expense increased 21.8% principally due to increased depreciation rates authorized by the MoPSC in Case No. GR-94-220. The 8.9% reduction in taxes, other than income taxes, reflects lower gross receipts taxes (reflecting the decreased revenues), partially offset by higher property taxes. The $2.5 million decrease in income taxes is principally due to lower taxable income. Interest expense increased 22.9% due to higher short-term interest expense reflecting higher balances and increased rates. Page 9 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 our 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 1995, the Company renewed its primary line of bank credit under which it may borrow up to $40 million prior to January 31, 1996, with renewal of any loans outstanding on that date permitted up to June 30, 1996. This, along with the Company's previously obtained $70 million supplemental line of credit which runs from October 18, 1994 to March 1, 1995, provides a total line of credit for the 1994-1995 primary heating season of $110 million. The Company anticipates that the supplemental line (and short-term borrowings) will be reduced after March 1, 1995, since seasonal cash needs typically decline at the end of the heating season. During January 1995, the Company sold commercial paper aggregating to a maximum of $103.0 million at any one time, but did not borrow from the banks under the aforementioned agreements. Short-term borrowings amounted to $89.5 million at January 31, 1995. It is management's view that the Company has adequate access to capital markets and will have sufficient capital resources both internal and external to meet anticipated capital requirements. The Company is reviewing the possibility of issuing long-term financing later in 1995. The amount, timing, and type of financing is subject to management's evaluation of need, financial market conditions, and other factors. Construction expenditures for the quarter were $11.4 million compared with $9.4 million for the same period last year. Capitalization at December 31, 1994 increased $5.1 million since September 30, 1994 and consisted of 56.2% common stock equity, .5% preferred stock and 43.3% long-term debt. The seasonal effect of the Company's financial position affects the comparison of certain balance sheet items at December 31, 1994 and at September 30, 1994 such as Accounts Receivable - Net, Notes Payable, and Accounts Payable. Page 10 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Part II OTHER INFORMATION Page 11 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Item 1. Legal Proceedings During the quarter ended December 31, 1994, there were no new legal proceedings required to be disclosed. Item 6. Exhibits and Reports on Form 8-K (a) See Exhibit Index (b) Reports on Form 8-K The Company filed a Form 8-K Report during the quarter ended December 31, 1994. Page 12 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: February 13, 1995 R. J. Carroll ------------------- R. J. Carroll Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 13 Index to Exhibits Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 4.1 Amendment dated October 27, 1994 to the 15 Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan. 4.2 Amendment dated November 21, 1994 to the 20 Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan. 10.1 Extension and amendment of the Laclede Gas 23 Company Restricted Stock Plan for Non-employee Directors adopted by the Board of Directors on November 17, 1994. 10.2 Amendment and Further Extension of line of 27 credit agreement dated October 18, 1993, as amended and extended by letter of Amendment and Extension dated April 18, 1994, and further amended and extended by letter of Amendment and Further Extension dated August 18, 1994 among Laclede Gas Company, Chemical Bank, The Boatmen's National Bank of St. Louis and Mercantile Bank of St. Louis, N.A. Page 14 EX-4.1 2 Date: October 27, 1994 Robert C. Jaudes (as President of Laclede Gas Company), and Robert J. Carroll (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 Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 15 AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN The following amendments are effective November 1, 1992, except where specified otherwise. 1. The last paragraph of subparagraph (2) of subsection (e) of Section IV is amended as follows: "Such higher amount of (i) and (ii) in this subparagraph (2) is hereinafter in this Section IV(e) called the "Base Deferral Percentage". If the ADP for the Highly Compensated Employees' group exceeds the Base Deferral Percentage (any such excess being hereinafter in this Section IV(e) called the "Excess Deferral"), then prior to the end of the Plan Year, the Pre-Tax Deposit percentage of each of those Participants in the Highly Compensated Employees group whose ADP shall be greater than the Base Deferral Percentage shall be reduced as necessary (to eliminate the Excess Deferral) in a manner whereby the ADP of such Participants shall be equal to the Base Deferral Percentage, by refunding to such Participants." 2. The last paragraph of subparagraph (3) of subsection (e) of Section IV is amended as follows: "Such higher amount of (i) and (ii) in this subparagraph (2) is hereinafter in this Section IV(e) called the "Base Contribution Percentage". If the ACP for the Highly Compensated Employees' group exceeds the Base Contribution Percentage (any such excess being hereinafter in this Section IV(e) called the "Excess Contribution"), then prior to the end of the Plan Year, the Post-Tax Deposit percentage and/or the Company contribution of each of those Participants in the Highly Compensated Employees group whose ACP shall be greater than the Base Contribution Percentage shall be reduced as necessary (to eliminate the Excess Contribution) in a manner whereby the ACP of such Participants shall be equal to the Base Contribution Percentage, by refunding to such Participants and/or the Company." 3. The first paragraph of subsection (a) of Section VII is amended as follows: "A Participant may, after attaining age 59-1/2, withdraw all or any portion of his Pre-Tax Deposit or Pre-Tax Match Accounts at any time by giving written notice to the Committee. Prior to attaining age 59-1/2, a Participant who satisfies the Plan financial hardship requirements may withdraw all or any portion of the Participant's Pre-Tax Deposit Account, but exclusive of related earnings and amounts previously distributed due to hardship. Application for hardship and a demonstration of the existence of such financial hardship must be made to the satisfaction of the Committee. Within thirty (30) days after receipt of such notice and proof of hardship, the Committee shall direct the Trustee to make the appropriate distribution." Page 16 4. Clauses (i) and (ii) of subsection (a) of Section VII are amended as follows: "(i) Incurred medical expenses or expenses to obtain medical care for the Participant, the Participant's spouse or any dependents of the Participant. (ii) Payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, or the Participant's spouse, children or dependents." 5. The last unnumbered paragraph of subsection (a) of Section VII is amended as follows: "If a Participant who has an outstanding loan applies for a hardship withdrawal and if the amount of the Participant's financial hardship exceeds the maximum loan amount allowable under Section VII(e), then a hardship withdrawal may be permitted up to the amount of hardship and subject to the limitations of Section VII(a)." 6. The last sentence of subparagraph (1) of subsection (h) of Section XV is amended as follows: "If, however, the Internal Revenue Service rules, upon application to it for a favorable determination, that the Plan and its related trust are qualified and exempt under the Code, all contributions theretofore made by the Company shall be subject to the provisions of this Plan in all respects and may not be diverted to purposes other than the exclusive benefit of Participants and their beneficiaries and estates, and may not be returned to the Company, except as provided in subparagraph (3) of subsection (e) of Section IV." 7. Subparagraph (2) of subsection (h) of Section XV is amended as follows: "(2) Notwithstanding the foregoing or any other contrary provision herein contained, any erroneous Company Contribution which is made by a mistake of fact will be returned to the Company if the mistake of fact is discovered, and the return of such contribution completed, within one (1) year after the payment of such contribution to the Plan. If any deduction for any Company Contribution is denied as not allowable under Section 404 of the Code, then such Contribution, to the extent of such disallowed deduction, will be returned to the Company within one (1) year after the disallowance of such deduction." Page 17 8. Effective November 1, 1989, a new subsection (j) is added to Section VIII as follows: "(j) Payment due to Qualified Domestic Relations Order. Payment to an alternate payee pursuant to a Qualified Domestic Relations Order shall be made in one lump-sum payment, at the alternate payee's election, by requesting such distribution on a form provided by the Company, at least thirty (30) days but no more than ninety (90) days before distribution is to be made. Distribution to the alternate payee may be made on or after the earlier of: (1) the date on which the Participant could take a distribution, or (2) the later of: (i) the date the Participant attains age fifty (50), or (ii) the earliest date on which the Participant could receive a distribution if he separated from service." 9. Effective November 1, 1989, the following sentence is added at the end of the second paragraph of subsection (b) of Section XV as follows: "Qualified Domestic Relations Orders shall be handled pursuant to procedures established by the Committee." 10. Effective October 19, 1989, subparagraph (3) of subsection (e) of Section VII is amended as follows: "(3) In the event a Note or any installment thereunder is not paid when due, the Committee shall give written notice to the Participant sent to the Participant's last known address and, if the note or such delinquent installment is not paid within thirty (30) days from the date of such notice, the Trustee shall have the right to recourse to the collateral securing the same, with full right to exercise all remedies granted a secured party under the applicable laws (including the Uniform Commercial Code) as in effect in the various jurisdiction(s) in which the collateral may be located. In addition, if an installment is not paid because the payroll check is not sufficient to cover the amount of the installment payment, the length of the loan may be extended without refinancing, upon approval of the Committee. Partial installment payments will neither be accepted nor credited to a Participant's Pre-Tax Deposit or Pre- Tax Match Accounts. If a default occurs, the Participant will be responsible for payment of all costs and expenses of collection (including, without limitation, attorney's fees and court costs) regardless of whether legal action is initiated. Interest will continue to accrue on the unpaid principal amount until the earlier of the maturity date or when repayment on the loan begins. A defaulted loan will be reported as a distribution, Page 18 subject to income taxes and the excise tax on premature distributions, if applicable." 11. Effective October 19, 1989, a new subparagraph (9) is added to subsection (e) of Section VII as follows: "(9) For purposes of this Section VII(e) and in conformity with the requirements contained herein, loan availability is restricted to Participants who are parties in interest as defined by section 3(14) of ERISA." 12. Effective January 1, 1993, the second unnumbered paragraph of subsection (a) of Section VII is amended as follows: "A withdrawal satisfies the Plan financial hardship requirements of paragraph (a) of this Section VII if it is made on account of an immediate and heavy financial need of the Participant, and it is necessary to satisfy, and does not exceed, such financial need. Federal tax will be withheld on hardship withdrawals at a rate of twenty percent (20%); state or local income taxes will be withheld at the Participant's request. The amount required for hardship may be increased to include the necessary taxes but cannot exceed the amount available for hardship as provided in this paragraph (a). A hardship withdrawal will not be granted if such financial hardship may be relieved in full by borrowing such amount as allowed under this paragraph (a) and Section VII(e)." Robert C. Jaudes ----------------------------------- Title: President and Chief Executive Officer Robert J. Carroll ------------------------------------ Title: Senior Vice President - Finance Page 19 EX-4.2 3 Date: November 21, 1994 Robert C. Jaudes (as President of Laclede Gas Company), and Robert J. Carroll (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 Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 20 AMENDMENT TO THE MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN A new subsection (j) is added to Section IV, effective December 22, 1993, as follows: "(j) Voting of Shares of Company Common Stock. (1) Participants shall be entitled to vote, at any meeting of shareholders of the Company, all full and fractional shares of Company Common Stock attributable to their Accounts as shown on the books of the Trustee, as of the record date for determining shareholders entitled to vote at such meeting. Arrangements shall be made for the Trustee to deliver to each Participant a copy of all proxy solicitation materials, before each annual or special meeting of shareholders of the Company, together with a form requesting confidential instructions on how the shares of Company Common Stock which such Participant is entitled to vote are to be voted at such meeting. The Trustee shall vote all shares of Company Common Stock as to which it has received voting instructions from Participants at least three business days before the shareholders' meeting in the manner thus instructed. The Trustee shall not vote any shares of Company Common Stock as to which voting instructions have not been timely received from Participants. Voting instructions from individual Participants shall be held by the Trustee in strictest confidence, and neither the name of, nor the voting instructions given by, any individual Participant who chooses to give voting instructions shall be divulged by the Trustee to the Company or to any director, officer or Employee thereof, or to the Committee, or to any other person. (2) Each Participant shall be entitled to direct the Trustee with respect to the exercise of all other shareholder rights accruing to shares of Company Common Stock in their respective Accounts (such as, for example, the right to receive and exercise any warrant or similar right which might be distributed on the shares of Company Common Stock) in the same manner Page 21 as such Participant may direct the Trustee with respect to voting rights. Participants eligible to direct the exercise of such rights, and the number of shares of Company Common Stock (including fractional shares) to which such rights relate shall be based on the Accounts as of the record date for determining shareholders entitled to exercise such rights." Robert C. Jaudes ------------------------------- Title: President and Chief Executive Officer Robert J. Carroll -------------------------------- Title: Senior Vice President - Finance Page 22 EX-10.1 4 RESOLUTIONS EXTENDING AND AMENDING THE LACLEDE GAS COMPANY RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS WHEREAS, Laclede Gas Company (the "Company") has previously adopted the Laclede Gas Company Restricted Stock Plan for Non-Employee Directors (the "Restricted Stock Plan"), which Restricted Stock Plan became effective as of January 25, 1990; and WHEREAS, Section 3 of Article V of the Restricted Stock Plan by its terms provides that the Restricted Stock Plan shall "terminate as of January 25, 1995, unless otherwise extended by the Board."; and WHEREAS, the Non-Employee Directors of the Company have received various grants of restricted stock under the Restricted Stock Plan; and WHEREAS, the Company has consummated a two-for-one stock split, effective February 11, 1994 (the "Stock Split"), pursuant to which Stock Split each common shareholder of the Company received an additional common share for each common share held by such shareholder on the record date of said Stock Split, and whereby each participant in the Restricted Stock Plan received an additional share for each common share held pursuant to the terms of the Restricted Stock Plan; and WHEREAS, the Company desires, effective November 17, 1994: (1) to extend the term of the Restricted Stock Plan through the period ending January 26, 2000, subject to further extension by the Company's Board of Directors; Page 23 November 17, 1994 (2) as a consequence of the Stock Split, to increase the number of shares of stock to be granted under the Restricted Stock Plan after November 16, 1994 by doubling the number of shares presently specified in the Restricted Stock Plan so that Non-Employee Directors upon commencing service as a new Non-Employee Director after November 16, 1994 shall receive 800 shares rather than 400 shares under Section 2 of Article II of the Restricted Stock Plan, and so that each Non-Employee Director shall hereafter receive 200 shares, rather than 100 shares annually under Section 3 of Article II of the Restricted Stock Plan; (3) as a consequence of the Stock Split, to revise the "Share Vesting Schedule" specified in Section 2 of Article III of the Restricted Stock Plan, with respect to all shares (regardless of whether such shares were granted before November 17, 1994, or are granted on or after November 17, 1994), so that: (a) the number of shares vesting for each year of continued service beyond the original respective initial partial vesting dates until the 70th birthday of those Non-Employee Directors who are under the age of 70 at the time they enter the Plan, shall, in each case, be increased from 50 shares to 100 shares; (b) the number of shares vesting for each year of continued service after the 70th birthday of those Non-Employee Directors who are under the age of 70 at the time they enter the Plan shall, in each case, be increased from 100 to 200 shares; and (c) the number of shares vesting for each year of continued service after the first anniversary date of service of those Non-Employee Directors who are age 70 or over at the time they enter the Plan, shall be increased from 100 to 200 shares; and (4) to further revise the "Share Vesting Schedule" specified in Section 2 of Article III of the Restricted Stock Plan, with respect to all shares (regardless of whether such shares were granted before November 17, 1994, or are granted on or after November 17, 1994), so as to provide: (a) for vesting, on the twelfth anniversary date of continuous service of Plan participants who have served continuously as Non-Employee Directors of the Company for twelve years, of any shares previously granted to such participants under the Restricted Stock Plan, but not yet vested on such twelfth anniversary date; and (b) for immediate vesting on the date of grant with respect to any shares granted to any such Non-Employee Director on or after such twelfth anniversary date of his (or her) continuous service as such. NOW, THEREFORE, BE IT RESOLVED, that Section 3 of Article V of the Restricted Stock Plan is hereby amended, effective on November 17, 1994, by deleting the date "January 25, 1995" immediately following the phrase "as of" and immediately before the phrase", unless otherwise extended by the Board.", and substituting in lieu of such deleted date, the date "January 26, 2000"; and Page 24 November 17, 1994 FURTHER RESOLVED, that Sections 2 and 3 of Article II of the Restricted Stock Plan are hereby amended, effective on November 17, 1994, respectively, with respect to all grants made under such Sections 2 and 3 after November 16, 1994, by deleting the reference to "400 Shares" appearing in said Section 2, and "100 Shares" in said Section 3, and inserting in lieu of such deleted phrases, the phrase "800 Shares" in said Section 2, and the phrase "200 Shares" in said Section 3. FURTHER RESOLVED, that Section 2 of Article III of the Restricted Stock Plan is hereby amended, effective November 17, 1994, with respect to all shares (regardless of whether such shares were granted before November 17, 1994, or are granted on or after November 17, 1994), by: (1) deleting the phrase "as follows:" appearing at the end of the introductory unnumbered paragraph of Section 2 of Article III of the Restricted Stock Plan, and substituting in lieu thereof the phrase "as specified in the Share Vesting Schedule hereinafter set forth, or sooner, to the extent provided for in the final unnumbered paragraph of this Section 2 of Article III:"; and (2) amending the "Share Vesting Schedule" contained in Section 2 of Article III of the Restricted Stock Plan, in the following respects: (a) by deleting the references to "50 Shares" and "100 Shares" appearing respectively in the second and third unnumbered paragraphs of that portion of said Share Vesting Schedule dealing with those participants who were under 60 years of age at the time they entered the Plan, and substituting the phrase "100 Shares" in lieu of the prior reference to "50 Shares" in said second unnumbered paragraph, and the phrase "200 Shares" in lieu of the prior reference to "100 Shares" in said third unnumbered paragraph; (b) by deleting the references to "50 Shares" and "100 Shares" appearing respectively in the second and third unnumbered paragraphs of that portion of said Share Vesting Schedule dealing with those participants who were between age 60 and age 64 at the time they entered the Plan, and substituting the phrase "100 Shares" in lieu of the prior reference to "50 Shares" in said second unnumbered paragraph, and the phrase "200 Shares" in lieu of the prior reference to "100 Shares" in said third unnumbered paragraph; (c) by deleting the references to "50 Shares" and "100 Shares" appearing respectively in the second and third unnumbered paragraphs of said Section 2 of that portion of said Share Vesting Schedule dealing with those participants who were between age 65 and age 69 at the time they entered the Plan, and substituting the phrase "100 Shares" in lieu of the prior reference to "50 Shares" in said second unnumbered paragraph, and the phrase "200 Shares" in lieu of the prior reference to "100 Shares" in said third unnumbered paragraph; and (d) by deleting the reference to Page 25 November 17, 1994 "100 Shares" in the second unnumbered paragraph of that portion of said Share Vesting Schedule dealing with those participants who were 70 years of age or older at the time they entered the Plan, and substituting the phrase "200 Shares" in lieu of the prior reference to "100 Shares" in said second unnumbered paragraph; and (3) adding a new final unnumbered paragraph at the end of Section 2 of Article III of the Restricted Stock Plan, reading as follows, with respect to all shares (regardless of whether such shares were granted before November 17, 1994, or are granted on or after November 17, 1994): "Notwithstanding anything to the contrary set forth above in this Section 2 of Article III, or elsewhere in this Plan: (a) all previously accumulated unvested shares held by any Non-Employee Director under this Plan shall vest following twelve years of continuous service by such Non-Employee Director, such vesting to take place on the twelfth anniversary date of the commencement of service by such Non-Employee Director (the "Twelfth Anniversary Date"); and (b) all shares granted to such Non-Employee Director under this Plan on or after said twelfth Anniversary Date, shall vest immediately upon the granting thereof. For the purpose of this unnumbered paragraph, "years of continuous service" shall include any number of years of continued membership on the Board of Directors (without any hiatus in the period of such Board membership) by a Non-Employee Director, commencing on the date of initial Board membership as a Non-Employee Director, and continuing annually from anniversary date to anniversary date, so long as such Non-Employee Director remains, without interruption, as a Non-Employee Director." FURTHER RESOLVED, that except as expressly amended and extended above, the Restricted Stock Plan is hereby ratified, confirmed and approved under the same terms and conditions as existed immediately prior to the above amendments; FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Company, and without the need for any countersignature unless otherwise required by applicable law, to execute and deliver any and all certificates, agreements and other documents, take any and all steps and do any and all things which they may deem necessary or appropriate in order to effectuate the purposes of each and all of the foregoing resolutions, and each and all of the extension and amendments to the Restricted Stock Plan hereinabove set forth. Page 26 EX-10.2 5 October 18, 1994 Chemical Bank 270 Park Avenue New York, New York 10017 Attention: Mr. Robert Gillham The Boatmen's National Bank of St. Louis One Boatmen's Plaza 800 Market Street St. Louis, Missouri 63166-0236 Attention: Mr. Thomas Guyton Mercantile Bank of St. Louis National Association Eighth & Locust, 12th Floor P.O. Box 524 St. Louis, Missouri 63101 Attention: Ms. Elizabeth W. Vahlkamp Ladies and Gentlemen: Re: Amendment and Further Extension of line of credit agreement Dated October 18, 1993, as amended and extended by letter of Amendment and Extension dated April 18, 1994, and further amended and extended by letter of Amendment and Further Extension dated August 18, 1994, among Laclede Gas Company ("Laclede"), Chemical Bank ("Chemical"), The Boatmen's National Bank of St. Louis ("Boatmen's") and Mercantile Bank of St. Louis National Association ("Mercantile") (said banks being hereinafter collectively called the "Banks" and said line of credit agreement, as thus amended and extended, being hereinafter called the "Line of Credit Agreement"). This amendatory agreement will confirm our agreement to further amend and extend the above-referenced Line of Credit Agreement from October 18, 1994 to March 1, 1995 on the same terms and conditions set forth in the original Line of Credit Agreement as amended and extended on April 18, 1994 and August 18, 1994; subject only to the modifications expressly set forth in numbered Paragraphs 1 through 4 below, each of which Paragraphs shall be effective on October 18, 1994. Page 27 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association October 18, 1994 2 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 October 18, 1994, 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 $70 million: Name of Bank Maximum Amount Chemical $35,000,000 Boatmen's $17,500,000 Mercantile $17,500,000 2. New Termination Date. The phrase "Termination Date" as defined in the Line of Credit Agreement is hereby amended from October 18, 1994 to March 1, 1995. Accordingly, all references in the Line of Credit Agreement to the Termination Date shall hereafter refer to March 1, 1995. 3. New Form of Note. Each executed Note in the form of Exhibit A to the Line of Credit Agreement, as previously amended, 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 June 30, 1994, 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. 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 Page 28 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association October 18, 1994 3 when taken together, shall constitute one agreement which shall extend and amend the Line of Credit Agreement as hereinbefore provided. Very truly yours, LACLEDE GAS COMPANY By: Vernon O. Steinberg Name: Vernon O. Steinberg Title: V.P.-Treas. & Asst. Secy. Accepted and Agreed to as of the date first written above. CHEMICAL BANK By: Beth F. Herman Name: Beth F. Herman Title: Vice-President THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: Thomas C. Guyton Name: Thomas C. Guyton Title: Vice-President MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By: Elizabeth W. Vahlkamp Name: Elizabeth W. Vahlkamp Title: Banking Officer Page 29 -----END PRIVACY-ENHANCED MESSAGE-----