-----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, VWVYtGhnI0XJqWVNDQBCCCjYi33lnXVN2E9XLEvmrW9Bv5EVIrFmLghHrkqaOnHb EjigAUhycrpCCOB/DODvMQ== 0000057183-95-000015.txt : 19950424 0000057183-95-000015.hdr.sgml : 19950424 ACCESSION NUMBER: 0000057183-95-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950421 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: 95530198 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, 4/21/95 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 March 31, 1995 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 3/31/95. 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 Six Months Ended March 31, March 31, 1995 1994 1995 1994 ---- ---- ---- ---- Utility Operating Revenues $191,627 $233,035 $313,830 $400,280 ------------------ ------------------ Utility Operating Expenses: Natural and propane gas 109,919 149,133 175,386 253,276 Other operation expenses 22,911 23,306 41,815 44,549 Maintenance 4,521 4,767 9,102 9,388 Depreciation and amortization 5,895 4,803 11,725 9,589 Taxes, other than income taxes 15,294 17,423 24,597 27,632 Income taxes (Note 3) 10,624 11,400 14,754 18,022 ------------------ ------------------ Total Utility Operating Expenses 169,164 210,832 277,379 362,456 ------------------ ------------------ Utility Operating Income 22,463 22,203 36,451 37,824 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 619 453 781 772 ----------------- ------------------ Income Before Interest Charges 23,082 22,656 37,232 38,596 ------------------ ------------------ Interest Charges: Interest on long-term debt 3,136 3,136 6,272 6,354 Other interest charges 1,877 875 3,681 1,677 ------------------ ------------------ Total Interest Charges 5,013 4,011 9,953 8,031 ------------------ ------------------ Net Income 18,069 18,645 27,279 30,565 Dividends on Preferred Stock 25 25 49 49 ------------------ ------------------ Earnings Applicable to Common Stock $ 18,044 $ 18,620 $ 27,230 $ 30,516 ================== ================== Average Number of Common Shares Outstanding 15,751 15,586 15,730 15,586 Earnings Per Share of Common Stock $1.15 $1.19 $1.73 $1.96 Dividends Declared Per Share of Common Stock $.31 $.305 $.62 $.61 See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS
Mar. 31 Sept. 30 1995 1994 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $728,745 $709,563 Less: Accumulated depreciation and amortization 305,872 297,886 -------------------- Net Utility Plant 422,873 411,677 -------------------- Other Property and Investments 23,010 22,956 -------------------- Current Assets: Cash and cash equivalents 2,999 1,588 Accounts receivable - net 61,491 39,099 Materials, supplies, and merchandise at avg cost 5,389 5,059 Natural gas stored underground for current use at LIFO cost 16,667 48,333 Propane gas for current use at FIFO cost 13,567 13,582 Prepayments 2,593 1,853 Unamortized purchased gas adjustments 564 1,998 Deferred income taxes 3,765 3,717 Delayed customer billings 9,721 - -------------------- Total Current Assets 116,756 115,229 -------------------- Deferred Charges 63,084 58,433 -------------------- Total Assets $625,723 $608,295 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Continued)
Mar. 31 Sept. 30 1995 1994 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (17,616,302 shares issued) $ 17,616 $ 17,536 Paid-in capital 29,668 28,102 Retained earnings 190,795 173,318 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) -------------------- Total common stock equity 214,062 194,939 Redeemable preferred stock 1,960 1,960 Long-term debt 154,245 154,211 -------------------- Total Capitalization 370,267 351,110 -------------------- Current Liabilities: Notes payable 53,000 53,500 Accounts payable 21,270 20,124 Refunds due customers 11,647 29,782 Advance customer billings - 7,062 Taxes accrued 22,493 9,855 Other 22,011 23,868 -------------------- Total Current Liabilities 130,421 144,191 -------------------- Deferred Credits and Other Liabilities: Deferred income taxes 72,512 76,662 Unamortized investment tax credits 8,193 8,329 Other 44,330 28,003 -------------------- Total Deferred Credits and Other Liabilities 125,035 112,994 -------------------- Total Capitalization and Liabilities $625,723 $608,295 ==================== 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, 1995 1994 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 27,279 $ 30,565 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,747 9,623 Deferred income taxes and investment tax credits (4,460) (7,665) Other - net 178 67 Changes in assets and liabilities: Accounts receivable - net (22,392) (50,917) Unamortized purchased gas adjustments 1,434 4,912 Deferred purchased gas costs 12,561 17,017 Delayed customer billings - net (16,783) (31,494) Accounts payable 1,146 16,599 Refunds due customers (18,135) 15,131 Taxes accrued 12,638 18,512 Natural gas stored underground 31,665 4,994 Other assets and liabilities (4,028) 2,084 -------------------- Net cash provided by operating activities $ 32,850 $ 29,428 -------------------- Investing Activities: Construction expenditures $(22,568) $(17,673) Investments - non-utility (130) (589) Other (190) (2) -------------------- Net cash used in investing activities $(22,888) $(18,264) -------------------- Financing Activities: Issuance (repayment) of short-term debt $ (500) $ 18,500 Issuance of common stock 1,646 - Dividends paid (9,697) (9,556) Retirement of first mortgage bonds - (11,991) Other - (106) -------------------- Net cash used in financing activities $ (8,551) $ (3,153) -------------------- Net Increase in Cash and Cash Equivalents 1,411 $ 8,011 Cash and Cash Equivalents at Beginning of Period 1,588 1,706 -------------------- Cash and Cash Equivalents at End of Period $ 2,999 $ 9,717 ==================== Supplemental Disclosure of Cash Paid During the Period for: Interest $9,666 $7,742 Income taxes 4,235 5,477 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. Income Taxes 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, ------------------ ----------------- 1995 1994 1995 1994 ---- ---- ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $13,368 $14,647 $16,434 $22,035 State and local 2,259 2,472 2,775 3,716 Deferred: Federal (4,367) (4,957) (3,809) (6,690) State and local (636) (762) (646) (1,039) ------------------ ----------------- Subtotal $10,624 $11,400 $14,754 $18,022 ------------------ ----------------- Miscellaneous Income and Income Deductions Current: Federal $ 274 $ 173 $ 346 $ 208 State and local 31 10 32 (15) Deferred: Federal (3) (3) (5) 59 State and local - - - 6 ------------------ ----------------- Subtotal $ 302 $ 180 $ 373 $ 258 ------------------ ----------------- Total $10,926 $11,580 $15,127 $18,280 ================== =================
Page 7 4. The settlement of the Company's Rate Case No. GR-94-220, approved by the Missouri Public Service Commission (MoPSC), 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. Regulatory Operations The Company accounts for its regulated operations in accordance with Statement of Financial Accounting Standards No. 71 (SFAS 71), "Accounting for the Effects of Certain Types of Regulation." This statement sets forth the application of generally accepted accounting principles for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of SFAS No. 71 require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non- regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses as those amounts are reflected in rates. Also, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). The regulatory assets and regulatory liabilities in the Consolidated Balance Sheets are as follows:
March 31 September 30 1995 1994 -------- ------------ (Thousands of Dollars) Regulatory Assets: Amounts due from customers for future income taxes $31,152 $31,009 Pension costs 3,163 - Unamortized loss on reacquired debt 1,573 1,703 Unamortized purchased gas adjustments 564 1,988 Other 353 435 ------- ------- Total Regulatory Assets $36,805 $35,135 ======= ======= Regulatory Liabilities: Unamortized Investment Tax Credits $ 8,193 $ 8,329 Amounts due to customers for future income taxes 408 391 Purchased gas costs 13,225 664 Other 453 3 ------- ------- Total Regulatory Liabilities $22,279 $ 9,387 ======= =======
Page 8 The inventory of gas stored underground is priced on a last-in, first- out (LIFO) basis. The replacement cost of gas stored underground for current use at March 31, 1995 was less than the LIFO cost by $3,897,600. The inventory carrying value has not been reduced to market prices because, pursuant to the Company's Purchased Gas Adjustment Clause, actual gas costs are recovered in customer rates. 6. Leases The lease agreement covering the Company's general office space extends through February 2000. The aggregate rental expense for fiscal years 1994, 1993 and 1992 was $770,000, $760,000, and $750,000, respectively. Annual minimum rental payments for fiscal years 1995-1999 are $770,000 per year. The lease agreement provides for an annual rent escalation which is not determinable as of the balance sheet date; however, the maximum amount of rental expense increase is $8,800 per year. 7. 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 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Earnings for the quarter ended March 31, 1995 were $1.15 per share compared with $1.19 per share for the same quarter last year. The weather for the quarter was 8% warmer than the same period last year and 9% warmer than normal. The decrease in earnings was principally due to lower gas sales arising from the warmer weather. Earnings also decreased due to the effect of higher depreciation rates (authorized in Rate Case No. GR-94-220) and increased interest expense. These adverse factors were mitigated to some extent by general rate relief (GR-94-220) which was placed in effect on September 1, 1994. Utility operating revenues for the quarter ended March 31, 1995 were $191.6 million compared with $233.0 million for the quarter ended March 31, 1994. The $41.4 million, or 17.8%, decrease was principally due to lower wholesale gas costs of $31.4 million (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause) and lower therm sales (arising from the warmer weather) and other minor variations amounting to $13.4 million. These decreases were partially offset by the benefit of higher general rate levels resulting from Case No. GR-94-220 of $3.4 million. Therms sold and transported decreased by 20.9 million therms, or 4.4%, below the quarter ended March 31, 1994. Utility operating expenses for the quarter ended March 31, 1995 decreased by $41.7 million, or 19.8%, below the same quarter last year. Natural and propane gas expense this quarter decreased $39.2 million, or 26.3%, from last year mainly due to lower rates charged by our suppliers and decreased volumes purchased for sendout resulting from the warmer weather. Other operation and maintenance expenses decreased by $.6 million, or 2.3%, primarily due to reduced pension expense and lower charges for maintenance. These decreases were partially offset by higher group insurance charges and higher wage rates (3.5%). Depreciation and amortization expense increased 22.7% principally due to the higher depreciation rates. Taxes, other than income taxes, decreased 12.2% primarily due to lower gross receipts taxes (reflecting decreased revenues), slightly offset by higher property taxes this quarter. The $.8 million decrease in income taxes is principally due to lower taxable income. Interest expense increased 25.0% due to higher short-term interest expense reflecting higher borrowings and increased rates. Earnings for the six months ended March 31, 1995 were $1.73 per share compared with earnings of $1.96 per share for the same period last year. The weather for the six-month period this year was 17% warmer than last year and 17% warmer than normal. The decrease in earnings was primarily due to lower gas sales arising from the near-record warm weather. Earnings also decreased due to the higher depreciation rates and increased interest expense. These factors were partially offset by the aforementioned general Page 10 rate relief and the benefit of lower pension expense. It is important to realize that 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 frequently experiences losses in the second half of the fiscal year. Utility operating revenues for the first six months of fiscal year 1995 decreased by $86.5 million, or 21.6%, below the corresponding period of fiscal year 1994. This decrease is principally due to lower wholesale gas costs of $46.2 million (which are passed on to our customers under the Company's Purchased Gas Adjustment Clause) and lower therm sales (arising from the warmer weather) and other minor variations of $47.2 million. These decreases were partially offset by the benefit of higher general rate levels amounting to $6.9 million. Therms sold and transported decreased by 92.4 million, or 11.2%, below the level during the six months ended March 31, 1994. Utility operating expenses for the six months ended March 31, 1995 decreased by $85.1 million, or 23.5%, below last year. Natural and propane gas expense during the first six months of fiscal year 1995 decreased $77.9 million, or 30.8%, below the same period a year ago. This decrease was primarily due to lower rates charged by our suppliers and reduced volumes purchased for sendout resulting from the warmer weather. The $3.0 million, or 5.6%, decrease in other operation and maintenance expenses is principally 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 MoPSC in Case No. GR-94-220. These reduced expenses were partially offset by higher wage rates (3.5%) and increased group insurance charges. Depreciation and amortization expense increased 22.3% primarily due to increased depreciation rates. Taxes, other than income taxes, decreased 11.0% principally due to lower gross receipts taxes (reflecting decreased revenues), partially offset by higher property taxes. The $3.3 million decrease in income taxes is mainly due to lower taxable income. Interest expense increased 23.9% primarily due to higher short-term interest expense reflecting higher borrowings and increased rates. 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 was in effect from October 18, 1994 to March 1, 1995, provided a total line of credit for the 1994-1995 primary heating season of $110 million. Since seasonal cash needs typically decline at the end of the heating season, the Company replaced the expiring supplemental line on March 1, 1995 with a $50 million supplemental line of credit which extends from March 1, 1995 to September 1, 1995, providing a Page 11 total line of credit of $90 million to September 1, 1995. 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 $53.0 million at March 31, 1995. On March 30, 1995, the Company filed an application with the MoPSC seeking Commission authorization to issue and sell up to 1,750,000 shares of the Company's common stock. The Company plans to file a Registration Statement with the Securities and Exchange Commission, on or about April 21, 1995, for the registration of such shares of common stock. The Company plans an offering to sell such shares during the next 30 to 60 days. The offering will be made through an underwriting group that will be led by Merrill Lynch & Co. and co-managed by A.G. Edwards & Sons, Inc. and Smith Barney Inc. The net proceeds to be received from the offering would be used primarily to repay short-term indebtedness and/or reimburse the Company's treasury for expenditures incurred or to be incurred in connection with the Company's construction program to maintain and expand its gas service capabilities. In a separate application with the MoPSC, the Company asked the Commission for a two year extension, to April 21, 1997, of its previously granted authority to sell up to $75 million of additional First Mortgage Bonds. The original authorization was for $100 million of First Mortgage Bonds of which $25 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. Construction expenditures for the six months ended March 31, 1995 were $22.5 million compared with $17.7 million for the same period last year. Construction expenditures for fiscal year 1995 are estimated to be approximately $44 million. Capitalization at March 31, 1995 increased $19.2 million since September 30, 1994 and consisted of 57.8% common stock equity, .5% preferred stock and 41.7% long-term debt. The seasonal effect of the Company's financial position affects the comparison of certain balance sheet items at March 31, 1995 and at September 30, 1994, such as Accounts Receivable-Net, Natural Gas Stored Underground For Current Use, and Delayed and Advance Customer Billings. Page 12 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Part II OTHER INFORMATION Page 13 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Item 1. Legal Proceedings During the quarter ended March 31, 1995, there were no new legal proceedings required to be disclosed. Item 4. Submission of Matters to Vote of Security Holders The Annual Meeting of Stockholders of Laclede Gas Company was held on January 26, 1995, 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 Shares Director Nominee Voted For Voted Withheld ---------------- --------- -------------- Dr. Henry Givens, Jr. 12,539,681 122,022 Mary Ann Krey 12,570,122 122,022 H. Edwin Trusheim 12,543,958 122,022 The proposal to ratify the appointment of Deloitte and Touche LLP, Certified Public Accountants, to audit the accounts of the Company for the fiscal year ending September 30, 1995 was passed upon the following vote: Shares Voted: ------------ For the proposal 12,469,205 Against the proposal 87,881 Abstain regarding the proposal 116,190 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, 1995. Page 14 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: April 21, 1995 R. J. CARROLL ------------------- R. J. Carroll Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 15 Index to Exhibits Sequentially Numbered Exhibit No. Exhibit Page 4.1 Amendments to the Company's Wage Deferral 17 Savings Plan dated February 21, 1995. 4.2 Amendments to the Company's Wage Deferral 20 Savings Plan dated March 7, 1995. 4.3 Amendments to the Missouri Natural Gas 24 Division of Laclede Gas Company Dual Savings Plan dated February 21, 1995. 4.4 Amendments to the Missouri Natural Gas 27 Division of Laclede Gas Company Dual Savings Plan dated March 7, 1995. 10.1 Amendments to the Company's Salary Deferral 32 Savings Plan dated February 21, 1995. 10.2 Amendments to the Company's Salary Deferral 36 Savings Plan dated March 7, 1995. 10.3 Amendments to Laclede Gas Company Incentive 40 Compensation Plan, effective January 26, 1995. 10.4 Amendments to the Employees' Retirement Plan 44 of Laclede Gas Company-Management Employees dated February 21, 1995. 10.5 Amendments to the Employees' Retirement Plan 47 of Laclede Gas Company-Management Employees dated March 7, 1995. 10.6 January 18, 1995 line of credit agreement 50 with The Boatmen's National Bank of St. Louis. 10.7 January 18, 1995 line of credit agreement 51 with Commerce Bank, N.A. 10.8 January 18, 1995 line of credit agreement 53 with Mercantile Bank of St. Louis, N.A. 10.9 January 18, 1995 line of credit agreement 55 with Chemical Bank. 10.10 Amendment and Further Extension dated 56 March 1, 1995 of Supplemental Line of Credit Agreement dated October 18, 1993 among Laclede Gas Company, Chemical Bank, The Boatmen's National Bank of St. Louis, and Mercantile Bank of St. Louis National Association. 27 Financial Data Schedule UT 59 Page 16 EX-4.1 2 Date: February 21, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 Laclede Gas Company Wage Deferral Savings Plan as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 17 AMENDMENTS TO THE LACLEDE GAS COMPANY WAGE DEFERRAL SAVINGS PLAN 1. Subsection 2.18 of Article II is amended to replace the phrase "United States Internal Revenue Code of 1954" with "United States Internal Revenue Code of 1986", effective October 22, 1986. 2. Article II is amended to add the following as subsections 2.12, 2.13 and 2.28 and to renumber accordingly the subsections 2.12 through 2.32, effective January 1, 1993, as follows: "2.12 "Eligible Retirement Plan" An Eligible Retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 2.13 "Eligible Rollover Distribution" An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Participant, Beneficiary or QDRO Payee. However, an Eligible Rollover Distribution does not include: any minimum distribution required under Code Section 401(a)(9); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); Wage Deferral Contributions returned as a result of Code Section 415 limitations; corrective distributions of Wage Deferral Contributions and/or Matching Contributions and any applicable earnings thereon; loans treated as distributions under Code Section 72(p) and not excepted by Code Section 72(p)(2); loans in default that are deemed distributions; and similar items designated by the Commissioner of the Internal Revenue Service. 2.28 "QDRO Payee" A QDRO Payee is an alternate payee under a qualified domestic relations order as defined by Code Section 414(p)." 3. Article IX is amended to add subsection (f) to Section 9.2 and to add Section 9.7, effective January 1, 1993, as follows: "(f) When a Participant, Beneficiary or QDRO Payee elects to receive a distribution, he or she shall receive a notice as required by Internal Revenue Service Regulation Section 1.411(a)-11(c) no less than thirty (30) days and no more than ninety (90) days before the date of distribution. If a distribution is one to which Code Page 18 Section 401(a)(11) and Code Section 417 do not apply, such distribution may commence less than thirty (30) days after the notice required under Internal Revenue Service Regulation Section 1.411(a)- 11(c) is given, provided that: (i) the Administrator clearly informs the person requesting the distribution that he or she has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution, and (ii) the person requesting distribution, after receiving the notice, affirmatively elects a distribution. 9.7 Eligible Rollover Distributions A Participant, Beneficiary or QDRO Payee who will receive an Eligible Rollover Distribution from the Plan may instruct the Administrator to make a direct rollover of such distribution to an Eligible Retirement Plan. Eligible Rollover Distributions exceeding $200 in one calendar year which are not directly rolled over will be subject to Federal income tax withholding. The Administrator will establish procedures and will provide forms to receive the necessary information to accomplish the rollover. An Eligible Rollover Distribution which is at least $500 may be split so that a portion is received and the remainder is rolled over into one Eligible Retirement Plan; distributions under $500 cannot be split. Distributions consisting only of, and made only in, Company stock and cash (not exceeding $200), in lieu of fractional shares, are not subject to mandatory Federal withholding." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 19 EX-4.2 3 Date: March 7, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 Laclede Gas Company Wage Deferral Savings Plan as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 20 AMENDMENTS TO THE LACLEDE GAS COMPANY WAGE DEFERRAL SAVINGS PLAN 1. Subsection (a) of Section 12.1 is amended in its entirety, effective August 28, 1986, as follows: "(a) The Company reserves the absolute right to modify or amend this Plan in whole or in part, at any time and from time to time, effective as of any specified current, prior or future date, by resolutions adopted by the Company's Board of Directors, or, to the extent delegated by the Board of Directors, by written instruments executed by appropriate officers of the Company and delivered to the Administrator. A certified copy of any resolution by the Board or copy of any other amendment by the Company taking any such action shall promptly be delivered to the Administrator and to the Trustee. This Plan shall not, however, be modified or amended in any manner which would (i) reduce the amount credited to a Participant's Account unless such reduction is required in order to prevent the issuance by the Internal Revenue Service of an adverse determination letter as to the qualified status of the Plan under Code Section 401, or shall be necessary in order to qualify the Trust by which this Plan is funded as exempt from tax under Code Section 501, or to continue the qualified status of such Trust; or (ii) permit any portion of the Fund to be used for or diverted to purposes other than (A) for the exclusive benefit of Participants, their Beneficiaries or estates, and (B) for the administrative expenses of this Plan; or (iii) cause any part of the Fund to revert to the Company (except as provided in clause (i) above or in Section 16.1 of this Plan); or (iv) increase the duties or liabilities of the Trustee without its consent; provided, however, that any modification or amendment which would result in the loss by the Plan of its qualified status under Code Section 401, or in the loss by the Trust of its tax exempt status under Code Section 501, shall be retroactively null and void as if such amendment had never been made." 2. Subsection (b) of Section 9.4 is amended in its entirety, effective August 5, 1993, as follows: "(b) The loan shall be evidenced by a Promissory Note on a form available from the Payroll Department and approved by the Administrator, shall bear interest at a rate comparable to the prevailing interest rate charged by commercial lenders for similar loans, shall be secured by the Participant's Account, and shall be repayable in installments, by payroll deductions, over a period not to exceed 234 weeks from the date of such loan, or not to exceed 494 weeks in the case of a loan for the purchase of the Participant's primary residence. If the Participant is on unpaid leave, payments must be made monthly and must be received by the Payroll Department no later than the Wednesday preceding the first payday of the month for which the payment is being made. The note shall be subject to repayment in whole or in part at any time without premium or penalty, with no Page 21 less than fifty percent (50%) of the outstanding balance to be repaid. Partial repayment can be made only once in a Plan Year. Notes shall become due and payable in full when the Participant ceases to be an Employee." 3. Subsection (g) of Section 9.4 is amended to replace the two occurrences of the phrase "Employee Benefits Department" with the phrase "Payroll Department", effective August 1, 1992. 4. Clause (ii) of subsection (b) of Section 9.3 is amended in its entirety, effective March 1, 1995, as follows: "(ii) Payment of tuition, related educational fees, and room and board expenses, for the next twelve (12) months of post- secondary education for the Participant, or the Participant's spouse, children or dependents." 5. The first unnumbered paragraph of Section 2.33 is amended in its entirety, effective August 1, 1994, as follows: "A twelve (12) month Service Period, consisting of at least 1,000 hours of service, with the Company, or Related Company as hereinafter defined. All Years of Service, whenever achieved, shall be counted for purposes of determining eligibility to become a Participant." 6. A new subclause (viii) is added to subsection (c) of Section 9.3, effective March 1, 1995, as follows: "(viii) A Participant who receives a hardship distribution, as provided in this subsection (c), or who has an outstanding loan and receives a new loan to relieve a hardship, as provided in subclause (iv) of this subsection (c), shall not be permitted to make wage deferrals pursuant to this Plan until the first payroll date of the calendar month following the expiration of a twelve (12) month period after receipt of Page 22 either such hardship distribution or such new loan in lieu of the hardship distribution. The Participant must give the Administrator at least thirty (30) days advance notice to resume wage deferrals." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL -------------------------------- Title: Senior Vice President - Finance Page 23 EX-4.3 4 Date: February 21, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 24 AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN The following amendments are effective January 1, 1993. 1. Section I is amended to add subsections (x), (y) and (z) as follows: "(x) "Eligible Rollover Distribution" is any distribution of all or any portion of the balance to the credit of the Participant, beneficiary or QDRO Payee. However, an Eligible Rollover Distribution does not include: any minimum distribution required under Code Section 401(a)(9); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); Pre-Tax Deposits and/or Post-Tax Deposits returned as a result of Code Section 415 limitations; corrective distributions of Pre-Tax Deposits, and/or Post-Tax Deposits, and/or matching contributions on such Pre-Tax and/or Post-Tax Deposits and any applicable earnings thereon; loans treated as distributions under Code Section 72(p) and not excepted by Code Section 72(p)(2); loans in default that are deemed distributions; and similar items designated by the Commissioner of the Internal Revenue Service. (y) "Eligible Retirement Plan" is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. (z) "QDRO Payee" is an alternate payee under a qualified domestic relations order as defined by Code Section 414(p)." 2. Section VII is amended to add subsection (f) as follows: "(f) Withdrawals Which Are Eligible Rollover Distributions. Withdrawals from the Participant Deposit Account and Company Contribution Account which constitute Eligible Rollover Distributions shall be subject to the provisions of subsections (k) and (l) of Section VIII." 3. Section VIII is amended to add subsections (k) and (l) as follows: "(k) Request for Distribution. When the Committee receives a request for distribution, the person requesting such distribution shall receive a notice as required by Internal Revenue Service Regulation Section 1.411(a)-11(c) no less than Page 25 thirty (30) days and no more than ninety (90) days before the date of distribution. If a distribution is one to which Code Section 401(a)(11) and Code Section 417 do not apply, such distribution may commence less than thirty (30) days after the notice required under Internal Revenue Service Regulation Section 1.411(a)-11(c) is given, provided that: (1) the Committee clearly informs the person requesting the distribution that he or she has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution, and (2) the person requesting the distribution, after receiving the notice, affirmatively elects a distribution. (l) Eligible Rollover Distributions. A Participant, beneficiary or QDRO Payee who will receive an Eligible Rollover Distribution from the Plan may instruct the Committee to make a direct rollover of such distribution to an Eligible Retirement Plan. Eligible Rollover Distributions exceeding $200 in one calendar year which are not directly rolled over will be subject to Federal income tax withholding. The Committee will establish procedures and will provide forms to receive the necessary information to accomplish the rollover. An Eligible Rollover Distribution which is at least $500 may be split so that a portion is received and the remainder is rolled over into one Eligible Retirement Plan; distributions under $500 cannot be split. Distributions consisting only of, and made only in, Company stock and cash (not exceeding $200), in lieu of fractional shares, are not subject to mandatory Federal withholding." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 26 EX-4.4 5 Date: March 7, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 27 AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN 1. Subsection (a) of Section XIV is amended in its entirety, effective August 28, 1986, as follows: "(a) Amendment. The Company shall have the right at any time, and from to time to time, to amend, in whole or in part, any or all of the provisions of the Plan, effective as of any specified current, prior or future date, by resolutions adopted by the Company's Board of Directors, or, to the extent delegated by the Board of Directors, by written instruments executed by appropriate officers of the Company and delivered to the Committee. This Plan shall not, however, be modified or amended in any manner which would (1) reduce the amount credited to a Participant's Account unless such reduction is required in order to prevent the issuance by the Internal Revenue Service of an adverse determination letter as to the qualified status of the Plan under Code Section 401, or shall be necessary in order to qualify the Trust by which this Plan is funded as exempt from tax under Code Section 501, or to continue the qualified status of such Trust; or (2) permit any portion of the Fund to be used for or diverted to purposes other than (i) for the exclusive benefit of Participants, their Beneficiaries or estates, and (ii) for the administrative expenses of this Plan; or (3) cause any part of the Fund to revert to the Company (except as provided in subsection (h) of Section XV of this Plan); or (4) increase the duties or liabilities of the Trustee without its consent; provided, however, that any modification or amendment which would result in the loss by the Plan of its qualified status under Code Section 401, or in the loss by the Trust of its tax exempt status under Code Section 501, shall be retroactively null and void as if such amendment had never been made." 2. Subclause (2) of subsection (e) of Section VII is replaced in its entirety, effective August 5, 1993, as follows: "(2) The loan shall be evidenced by a Promissory Note on a form approved by the Committee, shall bear interest at a rate comparable to the prevailing interest rate charged by commercial lenders for similar loans, shall be secured by the Participant's Pre-Tax Deposit and Pre- Tax Match Accounts, and shall be repayable in installments, by payroll deductions, over a period not to exceed 234 weeks from the date of such loan, or not to exceed 494 weeks in the case of a loan for the purchase of the Participant's primary residence. If the Participant is on unpaid leave, payments must be made monthly and must be received by the Committee no later than three (3) workdays before the first calendar day of the month for which the payment is being made. The Note shall be subject to repayment in whole or in part at any time without premium or penalty, with no less than fifty percent (50%) of the outstanding balance to be repaid. Partial repayment may be made only once in a Plan Year. Notes shall become due and payable in full when the Participant ceases to be an Employee." Page 28 3. A new subsection (i) is added to Section XV, effective April 15, 1989, as follows: "(i) Applications for Benefits, Appeals from Denial of Benefits. No Participant or other party entitled to receive any distribution hereunder shall be required to file any application as a condition precedent to such distribution, but any application actually made shall be submitted to the Committee and shall constitute a claim under this Plan. The Committee shall grant or deny a claim as soon as is reasonably practicable, but not later than ninety (90) days after receipt of the claim, and shall notify the claimant of its decision; provided, however, that in special circumstances, as found by the Committee, the Committee may by notice to the claimant extend the time for its decision in order to permit processing or otherwise meet the special circumstances, in which case the decision shall be rendered as soon as possible, but not later than one hundred eighty (180) days after the receipt of the claim. In any instance where a claim is denied in whole or in part by the Committee, the Committee shall forthwith furnish a copy of its decision to the claimant, in writing, setting forth the following: (1) The specific reason or reasons for the denial of the claim; (2) Specific references to the pertinent provision(s) of this Plan on which such denial is based; (3) If the denial was occasioned by the failure of the claimant to furnish any necessary information, a description of the additional information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (4) Appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review. Any claimant whose application for a distribution has been denied may appeal such denial by filing an appeal and request for review with the Committee not later than sixty (60) days after the claimant's receipt of the notice of denial of the claim. The Committee shall then promptly review its decision, reconsidering the facts of the case and taking into account any new or additional information which may be submitted by the claimant, and shall render its decision not later than sixty (60) days after receipt of the appeal and request for review; provided, however, that in special circumstances, as found the Committee, the Committee may by notice to the claimant extend the time for its decision in order to permit processing or otherwise meet the special circumstances, in which case the decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after the receipt of the request for review. In connection with such review, the claimant or the claimant's duly authorized representative may review all pertinent documents and records and may submit issues and comments in writing. The Committee's decision on the appeal shall be reported to the claimant, in writing, in the same manner as an original decision, and no further appeal to the Committee shall be Page 29 permitted under this Plan." 4. The second unnumbered paragraph of subsection (h) of Section IV is amended in its entirety, effective November 1, 1989, as follows: "From and after November 1, 1989, a Participant may elect to have his Pre- Tax Deposits and Pre-Tax Match Contributions invested either: (1) 100% in any one of the three categories or 50% in each of any two of the three categories specified in subclauses (1), (2), or (3) of subsection (g) of this Section, (2) 50% in the Common Stock of Laclede Gas Company and 50% in any one of the three categories specified above, or 50% in the Common Stock of Laclede Gas Company with 25% in each of any two of the three categories specified above, or (3) 100% in the Common Stock of Laclede Gas Company." 5. Subsection (d) of Section VI is amended in its entirety, effective November 1, 1991, as follows: "(d) Subject to paragraph (c) of Section VII, a Participant shall be 100% vested in the portion of his Post-Tax Match Account, as of any Anniversary Date, which is attributable to contributions made for a Plan Year ending two or more years prior to such Anniversary Date. With respect to Participants who were previously participants in the Missouri Natural Gas Division of Laclede Gas Company Savings Plan and for purposes of this paragraph (d), "Anniversary Date" means not only each November 1 following April 15, 1989, but also each prior November 1 when the Missouri Natural Gas Division of Laclede Gas Company Savings Plan has been in effect." Page 30 6. Clause (ii) of subsection (a) of Section VII is amended in its entirety, effective March 1, 1995, as follows: "(ii) Payment of tuition, related educational fees, and room and board expenses, for the next twelve (12) months of post- secondary education for the Participant, or the Participant's spouse, children or dependents." ROBERT C. JAUDES -------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL -------------------------------- Title: Senior Vice President - Finance Page 31 EX-10.1 6 Date: February 21, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 Laclede Gas Company Salary Deferral Savings Plan as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 32 AMENDMENTS TO THE LACLEDE GAS COMPANY SALARY DEFERRAL SAVINGS PLAN 1. Subsection 2.18 of Article II is amended to replace the phrase "United States Internal Revenue Code of 1954" with "United States Internal Revenue Code of 1986", effective October 22, 1986. 2. Article II is amended to add the following as subsections 2.12, 2.13 and 2.28 and to renumber accordingly the subsections 2.12 through 2.31, effective January 1, 1993, as follows: "2.12 "Eligible Retirement Plan" An Eligible Retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 2.13 "Eligible Rollover Distribution" An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Participant, Beneficiary or QDRO Payee. However, an Eligible Rollover Distribution does not include: any minimum distribution required under Code Section 401(a)(9); the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); Salary Deferral Contributions returned as a result of Code Section 415 limitations; corrective distributions of Salary Deferral Contributions and/or Matching Contributions and any applicable earnings thereon; loans treated as distributions under Code Section 72(p) and not excepted by Code Section 72(p)(2); loans in default that are deemed distributions; and similar items designated by the Commissioner of the Internal Revenue Service. 2.28 "QDRO Payee" A QDRO Payee is an alternate payee under a qualified domestic relations order as defined by Code Section 414(p)." 3. Article X is amended to add subsection (f) to Section 10.2 and to add Section 10.7, effective January 1, 1993, as follows: "(f) When a Participant, Beneficiary or QDRO Payee elects to receive a distribution, he or she shall receive a notice as required by Internal Revenue Service Regulation Section 1.411(a)-11(c) no less than thirty (30) days and no more than ninety (90) days before the date of distribution. If a distribution is one to which Code Page 33 Section 401(a)(11) and Code Section 417 do not apply, such distribution may commence less than thirty (30) days after the notice required under Internal Revenue Service Regulation Section 1.411(a)-11(c) is given, provided that: (i) the Administrator clearly informs the person requesting the distribution that he or she has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution, and (ii) the person requesting distribution, after receiving the notice, affirmatively elects a distribution. 10.7 Eligible Rollover Distributions A Participant, Beneficiary or QDRO Payee who will receive an Eligible Rollover Distribution from the Plan may instruct the Administrator to make a direct rollover of such distribution to an Eligible Retirement Plan. Eligible Rollover Distributions exceeding $200 in one calendar year which are not directly rolled over will be subject to Federal income tax withholding. The Administrator will establish procedures and will provide forms to receive the necessary information to accomplish the rollover. An Eligible Rollover Distribution which is at least $500 may be split so that a portion is received and the remainder is rolled over into one Eligible Retirement Plan; distributions under $500 cannot be split. Distributions consisting only of, and made only in, Company stock and cash (not exceeding $200), in lieu of fractional shares, are not subject to mandatory Federal withholding." 4. Effective September 1, 1989, the last sentence of subsection (f) of Section 8.1 is amended as follows: "As of September 1, 1989, the plans which could be considered part of the Aggregation Group are: (1) Employees' Retirement Plan of Laclede Gas Company - Management Employees; (2) Employees' Retirement Plan of Laclede Gas Company - Contract Employees; (3) The Laclede Gas Company Salary Deferral Savings Plan; (4) The Laclede Gas Company Wage Deferral Savings Plan; (5) Missouri Natural Gas Division of Laclede Gas Company Retirement Income Plan; Page 34 (6) Missouri Natural Gas Division of Laclede Gas Company Savings Plan; (7) Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 35 EX-10.2 7 Date: March 7, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 Laclede Gas Company Salary Deferral Savings Plan as set forth in the attached exhibit, such amendment to be effectuated and evidenced by our signatures on said exhibit. Page 36 AMENDMENTS TO THE LACLEDE GAS COMPANY SALARY DEFERRAL SAVINGS PLAN 1. Subsection (a) of Section 13.1 is amended in its entirety, effective August 28, 1986, as follows: "(a) The Company reserves the absolute right to modify or amend this Plan in whole or in part, at any time and from time to time, effective as of any specified current, prior or future date, by resolutions adopted by the Company's Board of Directors, or, to the extent delegated by the Board of Directors, by written instruments executed by appropriate officers of the Company and delivered to the Administrator. A certified copy of any resolution by the Board or copy of any other amendment by the Company taking any such action shall promptly be delivered to the Administrator and to the Trustee. This Plan shall not, however, be modified or amended in any manner which would (i) reduce the amount credited to a Participant's Account unless such reduction is required in order to prevent the issuance by the Internal Revenue Service of an adverse determination letter as to the qualified status of the Plan under Code Section 401, or shall be necessary in order to qualify the Trust by which this Plan is funded as exempt from tax under Code Section 501, or to continue the qualified status of such Trust; or (ii) permit any portion of the Fund to be used for or diverted to purposes other than (A) for the exclusive benefit of Participants, their Beneficiaries or estates, and (B) for the administrative expenses of this Plan; or (iii) cause any part of the Fund to revert to the Company (except as provided in clause (i) above or in Section 17.1 of this Plan); or (iv) increase the duties or liabilities of the Trustee without its consent; provided, however, that any modification or amendment which would result in the loss by the Plan of its qualified status under Code Section 401, or in the loss by the Trust of its tax exempt status under Code Section 501, shall be retroactively null and void as if such amendment had never been made." 2. Subsection (b) of Section 10.4 is amended in its entirety, effective August 5, 1993, as follows: "(b) The loan shall be evidenced by a Promissory Note on a form available from the Payroll Department and approved by the Administrator, shall bear interest at a rate comparable to the prevailing interest rate charged by commercial lenders for similar loans, shall be secured by the Participant's Account, and shall be repayable in installments, by payroll deductions, over a period not to exceed five (5) years from the date of such loan, or not to exceed ten (10) years in the case of a loan for the purchase of the Participant's primary residence. If the Participant is on unpaid leave, payments must be made monthly and must be received by the Payroll Department no later than three (3) workdays before the first calendar day of the month for which the payment is being made. The note Page 37 shall be subject to repayment in whole or in part at any time without premium or penalty and shall become due and payable in full when the Participant ceases to be an Employee." 3. Subsection (c) of Section 3.1 is amended in its entirety, effective October 1, 1994, as follows: "(c) No Employee who is a member of a collective bargaining unit covered by an agreement between employee representatives and the Company shall become a Participant herein if retirement benefits were the subject of good faith bargaining between the employee representative(s) and the Company, except to the extent agreed as a result of such bargaining." 4. The first unnumbered paragraph of Section 2.33 is amended in its entirety, effective October 1, 1994, as follows: "A twelve (12) month Service Period, consisting of at least 1,000 hours of service, with the Company, or Related Company as hereinafter defined. All Years of Service, whenever achieved, shall be counted for purposes of determining eligibility to become a Participant." 5. Clause (ii) of subsection (b) of Section 10.3 is amended in its entirety, effective March 1, 1995, as follows: "(ii) Payment of tuition, related educational fees, and room and board expenses, for the next twelve (12) months of post- secondary education for the Participant, or the Participant's spouse, children or dependents." 6. A new subclause (viii) is added to subsection (c) of Section 10.3, effective March 1, 1995, as follows: "(viii) A Participant who receives a hardship distribution, as provided in this subsection (c), or who has an outstanding loan and receives a new loan to relieve a hardship, as provided in subclause (iv) of this subsection (c), shall not be permitted to make salary deferrals pursuant to this Plan until the first payroll date of the calendar month following the expiration of a twelve (12) month period after receipt of Page 38 either such hardship distribution or such new loan in lieu of the hardship distribution. The Participant must give the Administrator at least thirty (30) days advance notice to resume salary deferrals." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 39 EX-10.3 8 AMENDMENTS TO LACLEDE GAS COMPANY INCENTIVE COMPENSATION PLAN (this "Amendatory Document") WHEREAS, the Board of Directors of Laclede Gas Company (this "Corporation") has, at the Annual Meeting of said Board of Directors held on January 26, 1995, amended the Laclede Gas Company Incentive Compensation Plan (the "Incentive Compensation Plan"), effective on January 26, 1995, so as to provide that awards of Share Units under such Incentive Compensation Plan issued on or after January 26, 1995 shall not, in the case of an Awardee of Share Units who later retires from the Company before attaining the age of 65 years (other than by reason of death, Disability, or following a hostile Change of Control), provide for the payment of post- retirement Dividend Equivalents or Deferred Compensation from the Company to such retired Awardee, unless such Awardee remains employed by the Company for at least the following respective periods subsequent to the date of the award of Share Units: two (2) years in the case of awards made to Awardees who are at the date of award 61 years or older; four (4) years in the case of Awardees who are at the date of award at least 55, but less than 61 years of age; and five (5) years in the case of Awardees who are at the date of award less than 55 years of age; and WHEREAS, the Board of Directors has directed that a document be prepared to reflect the foregoing amendments to the Incentive Compensation Plan; and WHEREAS, the Board of Directors has further directed that the amendatory language set forth below in this Amendatory Page 40 Document shall become effective, as of January 26, 1995 with respect to all awards made on or after that date, without the need for any further action by the Board of Directors, when this Amendatory Document is signed by both the President and any Senior Vice President of this Corporation; and WHEREAS, this Amendatory Document is being prepared in a manner whereby terms defined in the Incentive Compensation Plan shall have the same meaning when used in this Amendatory Document, except, to the extent, if any, to which any such identical meaning shall clearly be inappropriate in the context of this Amendatory Document. NOW, THEREFORE, the Incentive Compensation Plan is hereby amended effective on January 26, 1995, with respect to all awards made under the Incentive Compensation Plan on or after January 26, 1995. 1. The following new unnumbered paragraph is hereby added at the end of Section V of the Incentive Compensation Plan: "Notwithstanding the provisions of the final two sentences of the immediately preceding unnumbered paragraph of this Section V, with respect to awards made on or after January 26, 1995, an Awardee who later retires before attaining the age of 65 years (other than by reason of death or Disability, or following a hostile Change of Control) shall not be entitled to post-retirement Dividend Equivalents payable at any time after such Awardee's retirement, unless the Awardee remains employed by the Company for at least the following respective periods Page 41 (based on the Awardee's age at the date of the award of the Share Units in question) subsequent to the date upon which the Share Units are awarded: Number of Years of Service Required Following the Age at Date of Award Date of Such Award -------------------- --------------------------- 61 and older 2 years at least 55, but less than 61 4 years less than 55 5 years." 2. The following clarifying proviso is hereby added after the phrase "such year" appearing at the end of the first sentence of Section VI of the Incentive Compensation Plan. ;"provided that with regard to Share Units awarded on or after January 26, 1995 the Deferred Compensation amount reflecting the change in Consolidated Retained Earnings for the first fiscal year taken into account in computing the Deferred Compensation amount shall in no event be less than zero." 3. The following new unnumbered paragraph is hereby added at the end of Section VI of the Incentive Compensation Plan: "Notwithstanding any of the other provisions of this Section VI, with respect to awards made on or after January 26, 1995, an Awardee who later retires before attaining the age of 65 years (other than by reason of death or Disability, or following a hostile Change of Control) shall not be entitled to post-retirement Deferred Compensation payable at any time after such Awardee's retirement, unless the Awardee remains employed by the Company for at least the following respective periods Page 42 (based on the Awardee's age at the date of the award of the Share Units in question) subsequent to the date upon which the Share Units are awarded. Number of Years of Service Required Following the Age at Date of Award Date of Such Award -------------------- --------------------------- 61 and older 2 years at least 55, but less than 61 4 years less than 55 5 years." 4. Words and phrases used herein, except to the extent, if any, that the context of a particular usage clearly requires otherwise, shall have the same meaning as in the Incentive Compensation Plan. Without limiting its generality, the foregoing sentence shall apply to all terms defined in the Incentive Compensation Plan. IN WITNESS WHEREOF, the President and Senior Vice President-Finance of this Corporation have executed this Amendatory Document on this 23rd day of March, 1995, which Amendatory Document shall be effective as of January 26, 1995, and shall apply (and be limited) to, all awards made on or after January 26, 1995 under the Incentive Compensation Plan. LACLEDE GAS COMPANY By: ROBERT C. JAUDES --------------------------- Robert C. Jaudes, Chairman of the Board, President and Chief Executive Officer By: ROBERT J. CARROLL ----------------- Robert J. Carroll, Senior Vice President-Finance and Chief Financial Officer Page 43 EX-10.4 9 Date: February 21, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 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 44 AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES 1. Article I is amended to add subsections 36. through 39. to Section 1.1, effective January 1, 1993, as follows: "36. "Internal Revenue Code" or "Code" means the United States Internal Revenue Code of 1986, as amended (Title 26 of the United States Code). All references to specific sections of the Internal Revenue Code shall be deemed to be references to such sections as they may be amended or superseded, and to the corresponding sections or provisions, if any, of any subsequent United States Internal Revenue Code, as appropriate at the time or reference. 37. "Eligible Rollover Distribution" means any distribution of all or any portion of the balance to the credit of the Employee, Designated Beneficiary, Designated Dependent, or QDRO Payee. However, an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the Employee, Designated Dependent and/or QDRO Payee, as applicable; any minimum distribution required under Code Section 401(a)(9); and similar items designated by the Commissioner of the Internal Revenue Service. 38. "Eligible Retirement Plan" means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts an Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 39. "QDRO Payee" means an alternate payee under a qualified domestic relations order as defined by Code Section 414(p)." 2. The Title of Article IV is changed to read "OPTIONAL FORMS OF RETIREMENT ALLOWANCES, CONTINUATION OF RETIREMENT ALLOWANCES TO DESIGNATED DEPENDENT AND DISTRIBUTIONS TO QDRO PAYEE", effective January 1, 1993. Page 45 3. Article IV is amended to add Section 4.6, effective January 1, 1993, as follows: "Section 4.6 - Eligible Rollover Distributions An Employee, Designated Beneficiary, Designated Dependent, or QDRO Payee who will receive an Eligible Rollover Distribution from the Plan may instruct the Retirement Board to make a direct rollover of such distribution to an Eligible Retirement Plan. The Retirement Board will establish procedures and will provide forms to receive the necessary information to accomplish the rollover. An Eligible Rollover Distribution which is at least $500 may be split so that a portion is received and the remainder is rolled over into one Eligible Retirement Plan." 4. Effective September 1, 1989, the last sentence of subsection (h) of Section 15.7 is amended as follows: "As of September 1, 1989, the plans which could be considered part of the Aggregation Group are: (1) Employees' Retirement Plan of Laclede Gas Company - Management Employees; (2) Employees' Retirement Plan of Laclede Gas Company - Contract Employees; (3) The Laclede Gas Company Salary Deferral Savings Plan; (4) The Laclede Gas Company Wage Deferral Savings Plan; (5) Missouri Natural Gas Division of Laclede Gas Company Retirement Income Plan; (6) Missouri Natural Gas Division of Laclede Gas Company Savings Plan; (7) Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------ Title: Senior Vice President - Finance Page 46 EX-10.5 10 Date: March 7, 1995 Robert C. Jaudes (as Chairman of the Board, President and Chief Executive Officer 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 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 47 AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES 1. Section 14.1 is amended in its entirety, effective August 28, 1986, as follows: "Section 14.1 - Amendment The Company reserves the right to modify or amend the Plan or any of its provisions from time to time by resolutions adopted by the Company's Board of Directors, or, to the extent delegated by the Board of Directors, by written instruments executed by appropriate officers of the Company and delivered to the Retirement Board. No modification or amendment shall be made which would, without written consent of the Trustee, increase its duties or liabilities. No modification or amendment shall adversely affect the amount of any Employee's Accrued Benefit or any Retiree's pension payment, unless such amendment is necessary to enable the Plan or Trust Agreement to retain its qualified status under Code Section 401." 2. A sentence is added at the end of the second unnumbered paragraph of Section 13.6, effective October 1, 1989, as follows: "Qualified Domestic Relations Orders shall be handled pursuant to procedures established by the Retirement Board." 3. A new Section 4.7 is added, effective October 1, 1989, as follows: "Section 4.7 - Distribution to QDRO Payee Distribution to a QDRO Payee shall be made in any form in which benefits may be paid pursuant to the Qualified Domestic Relations Order and in accordance with the terms of the Plan (other than in the form of a joint and survivor annuity with respect to the QDRO Payee and his or her subsequent spouse), at the QDRO Payee's election, by requesting such distribution on a form provided by the Retirement Board, at least thirty (30) days, but not more than ninety (90) Page 48 days, before distribution is to be made. Distribution to the QDRO Payee may be made pursuant to the Qualified Domestic Relations Order on or after the earliest date on which the Employee could receive a distribution if the Employee separated from service." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL -------------------------------- Title: Senior Vice President - Finance Page 49 EX-10.6 11 January 18, 1995 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, 1996, and to provide funds for general corporate purposes, we are asking you to make available to us until January 31, 1996, 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, 1996, may be renewed in whole or in part provided no note shall mature later than June 30, 1996. 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 October 18, 1994, or the availability of up to $17,500,000.00 of advances thereunder from The Boatmen's National Bank on the terms set forth in said October 18, 1994 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 V.O.STEINBERG -------------------------------- V.P.-Treasurer & Asst. Secretary THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By THOMAS C. GUYTON ---------------- Thomas C. Guyton VOS/dkk Page 50 EX-10.7 12 January 18, 1995 Mr. Vernon O. Steinberg Vice President, Treasurer & Assistant Secretary Laclede Gas Company 720 Olive Street St. Louis, Mo. 63101 Dear Mr. Steinberg: 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, 1996. 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, 1996, may be renewed in whole or part provided no note matures later than June 30, 1996. 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. Collateral: Unsecured. Page 51 Vernon O. Steinberg January 18, 1995 Page 2 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. 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, Fred H. Entrikin, III - --------------------- Fred H. Entrikin, III Senior Vice President FHE/db Accepted and approved this 18th day of January, 1995. Laclede Gas Company By: V. O. Steinberg ----------------------------- V.P.-Treasurer & Asst. Sec'y Page 52 EX-10.8 13 January 18, 1995 Mr. Vernon O. Steinberg Treasurer and Assistant Secretary Laclede Gas Company 720 Olive Street St. Louis, MO 63101 Dear Vernon: Mercantile Bank of St. Louis N.A. is pleased to provide a $10,000,000 line of credit maturing January 31, 1996 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 note is outstanding with a maturity after January 31, 1996, the note may be renewed in whole or in part provided no note shall mature later than June 30, 1996. Interest shall be payable at maturity or on date of prepayment. 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 October 18, 1994, or the availability of up to $17,500,000 of advances thereunder from Mercantile Bank of St. Louis N.A. on the terms set forth in said October 18, 1994 agreement. Page 53 Mr. Vernon O. Steinberg Laclede Gas Company January 18, 1995 Page 2 We appreciate the opportunity to service your credit needs and to continue the longstanding relationship between our companies. If the foregoing is acceptable to you, please sign and date below. Sincerely, John A. Holland - --------------- John A. Holland Vice President Accepted this 18th day of January, 1995. LACLEDE GAS COMPANY By: Vernon O. Steinberg ----------------------------------- Name: Vernon O. Steinberg --------------------------------- Title: Treasurer & Assistant Secretary -------------------------------- Page 54 EX-10.9 14 January 18, 1995 Mr. Vernon O. Steinberg Vice President-Treasurer & Assistant Secretary Laclede Gas Company 720 Olive Street St. Louis, Missouri 63101 Dear Vern: In order to provide funds for general corporate purposes, we are happy to make available to you until January 31, 1996, a line of credit in the amount of $10,000,000. 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. Notes issued under this arrangement shall mature not more than ninety (90) days from date of issuance. Notes maturing after January 31, 1996 may be renewed in whole or in part provided no notes matures later than June 30, 1996. 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 Laclede Gas Company whether or not they are guaranteed by Laclede Gas Company are excluded from this arrangement and shall not be charged against the credit stated above. Nothing in this letter is intended to alter the arrangement set forth in the agreement dated October 18, 1994 or the availability of up to $35,000,000 of advances thereunder from Chemical Bank on the terms set forth in said October 18, 1994 Agreement. We continue to appreciate the opportunity to do business with Laclede. Very truly yours, Ronald Potter - ----------------- Ronald Potter, Managing Director Page 55 EX-10.10 15 March 1, 1995 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: Mr. John A. Holland 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 letters of Amendment and Further Extension dated August 18, 1994 and October 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 March 1, 1995 to September 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, August 18, 1994 and October 18, 1994; subject only to the modifications expressly set forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs shall be effective on March 1, 1995. Page 56 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association March 1, 1995 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 March 1, 1995, 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 $50 million: Name of Bank Maximum Amount ------------ -------------- Chemical $25,000,000 Boatmen's $12,500,000 Mercantile $12,500,000 2. New Termination Date. The phrase "Termination Date" as defined in the Line of Credit Agreement is hereby amended from March 1, 1995 to September 1, 1995. Accordingly, all references in the Line of Credit Agreement to the Termination Date shall hereafter refer to September 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 December 31, 1994, in the financial condition of Laclede. 5. Interest Rate on LIBO Rate Advances; Facility Fee Rate. The interest rate on LIBO Rate Advances and the Facility Fee shall remain as specified respectively in Paragraphs 3 and 4 of the letter of Amendment and Extension dated August 18, 1994. 6. Ratification of Remainder of Line of Credit Agreement. Subject only to the amendments expressly set forth in numbered Paragraphs 1 through 5 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 Page 57 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association March 1, 1995 3 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 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: Jaimin Patel Name: Jaimin Patel 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: John Holland Name: John Holland Title: Vice-President Page 58 EX-27 16
UT 1,000 6-MOS SEP-30-1995 MAR-31-1995 PER-BOOK 422,873 23,010 116,083 61,992 0 623,958 17,616 5,651 190,795 214,062 1,960 0 154,245 0 0 53,000 0 0 0 0 202,456 623,958 313,830 14,754 262,625 277,379 36,451 781 37,232 9,953 27,279 49 27,230 9,752 6,272 32,850 1.73 1.73 Capital-surplus-paid-in is net of $24,017 of treasury stock. Page 59
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