0000057183-95-000023.txt : 19950815 0000057183-95-000023.hdr.sgml : 19950815 ACCESSION NUMBER: 0000057183-95-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: CSX 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: 95562722 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 10-Q 1 QUARTERLY REPORT ON FORM 10-Q, 8/11/95 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 June 30, 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. 17,419,627 shares, Common Stock, par value $1 per share at 8/11/95. 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 Nine Months Ended June 30, June 30, 1995 1994 1995 1994 ---- ---- ---- ---- Utility Operating Revenues $67,598 $74,644 $381,428 $474,924 ----------------- ------------------ Utility Operating Expenses: Natural and propane gas 28,487 37,546 203,873 290,822 Other operation expenses 19,156 20,416 60,971 64,965 Maintenance 4,267 4,177 13,369 13,565 Depreciation and amortization 5,954 4,778 17,679 14,367 Taxes, other than income taxes 9,391 8,637 33,988 36,269 Income taxes (Note 3) (1,811) (2,196) 12,943 15,826 ----------------- ------------------ Total Utility Operating Expenses 65,444 73,358 342,823 435,814 ----------------- ------------------ Utility Operating Income 2,154 1,286 38,605 39,110 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 163 (3) 944 769 ----------------- ----------------- Income Before Interest Charges 2,317 1,283 39,549 39,879 ----------------- ----------------- Interest Charges: Interest on long-term debt 3,136 3,136 9,408 9,490 Other interest charges 1,152 885 4,833 2,562 ----------------- ------------------ Total Interest Charges 4,288 4,021 14,241 12,052 ----------------- ------------------ Net Income (1,971) (2,738) 25,308 27,827 Dividends on Preferred Stock 24 24 73 73 ----------------- ------------------ Earnings Applicable to Common Stock $(1,995) $(2,762) $ 25,235 $ 27,754 ================= ================== Average Number of Common Shares Outstanding 16,487 15,631 15,982 15,601 Earnings Per Share of Common Stock $(.12) $(.18) $1.58 $1.78 Dividends Declared Per Share of Common Stock $.31 $.305 $.93 $.915 See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS
Jun. 30 Sept. 30 1995 1994 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $737,740 $709,563 Less: Accumulated depreciation and amortization 309,539 297,886 -------------------- Net Utility Plant 428,201 411,677 -------------------- Other Property and Investments 22,898 22,956 -------------------- Current Assets: Cash and cash equivalents 1,975 1,588 Accounts receivable - net 34,821 39,099 Materials, supplies, and merchandise at avg cost 5,618 5,059 Natural gas stored underground for current use at LIFO cost 19,582 48,333 Propane gas for current use at FIFO cost 13,567 13,582 Prepayments 1,778 1,853 Unamortized purchased gas adjustments 378 1,998 Deferred income taxes 4,057 3,717 Delayed customer billings 148 - -------------------- Total Current Assets 81,924 115,229 -------------------- Deferred Charges 69,703 58,433 -------------------- Total Assets $602,726 $608,295 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Continued)
Jun. 30 Sept. 30 1995 1994 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (19,238,282 shares issued) $ 19,238 $ 17,536 Paid-in capital 57,641 28,102 Retained earnings 183,422 173,318 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) ------------------- Total common stock equity 236,284 194,939 Redeemable preferred stock 1,960 1,960 Long-term debt (less sinking fund requirements) 154,262 154,211 ------------------- Total Capitalization 392,506 351,110 ------------------- Current Liabilities: Notes payable 25,500 53,500 Accounts payable 19,826 20,124 Refunds due customers 5,565 29,782 Advance customer billings - 7,062 Taxes accrued 15,986 9,855 Other 19,351 23,868 ------------------- Total Current Liabilities 86,228 144,191 ------------------- Deferred Credits and Other Liabilities: Deferred income taxes 80,888 76,662 Unamortized investment tax credits 8,105 8,329 Other 34,999 28,003 ------------------- Total Deferred Credits and Other Liabilities 123,992 112,994 ------------------- Total Capitalization and Liabilities $602,726 $608,295 =================== See notes to consolidated financial statements.
Page 5 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Nine Months Ended June 30, 1995 1994 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 25,308 $ 27,827 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,719 14,413 Deferred income taxes and investment tax credits 1,778 (3,098) Other - net 434 428 Changes in assets and liabilities: Accounts receivable - net 4,278 (8,790) Unamortized purchased gas adjustments 1,620 5,643 Deferred purchased gas costs 2,062 9,718 Delayed customer billings - net (7,210) (15,598) Accounts payable (298) 5,544 Refunds due customers (24,217) 14,801 Taxes accrued 6,131 9,023 Natural gas stored underground 28,751 (8,481) Other assets and liabilities (10,425) 279 ------------------- Net cash provided by operating activities $ 45,931 $ 51,709 ------------------- Investing Activities: Construction expenditures $(33,783) $(28,246) Investments - non-utility (241) (322) Other (156) (380) ------------------- Net cash used in investing activities $(34,180) $(28,948) ------------------- Financing Activities: Issuance (repayment) of short-term debt $(28,000) $ 3,100 Issuance of common stock 31,241 1,121 Dividends paid (14,605) (14,335) Retirement of first mortgage bonds - (11,991) Other - (107) ------------------- Net cash used in financing activities $(11,364) $(22,212) ------------------- Net Increase in Cash and Cash Equivalents $ 387 $ 549 Cash and Cash Equivalents at Beginning of Period 1,588 1,706 ------------------- Cash and Cash Equivalents at End of Period $ 1,975 $ 2,255 =================== Supplemental Disclosure of Cash Paid During the Period for: Interest $ 16,755 $ 14,715 Income taxes 4,760 8,070 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 the succeeding quarter 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 Nine Months Ended June 30, June 30, ------------------ ----------------- 1995 1994 1995 1994 ---- ---- ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $(6,880) $(5,783) $ 9,554 $16,252 State and local (1,170) (983) 1,605 2,733 Deferred: Federal 5,301 3,875 1,492 (2,815) State and local 938 695 292 (344) ------------------ ----------------- Subtotal $(1,811) $(2,196) $12,943 $15,826 ------------------ ----------------- Miscellaneous Income and Income Deductions Current: Federal $ (91) $ (144) $ 254 $ 64 State and local (1) (14) 31 (29) Deferred: Federal (2) (3) (5) 56 State and local - (1) (1) 5 ------------------ ----------------- Subtotal $ (94) $ (162) $ 279 $ 96 ------------------ ----------------- Total $(1,905) $(2,358) $13,222 $15,922 ================== =================
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:
June 30 September 30 1995 1994 -------- ------------ (Thousands of Dollars) Regulatory Assets: Amounts due from customers for future income taxes $32,615 $31,009 Pension costs 3,339 - Unamortized loss on reacquired debt 1,509 1,703 Unamortized purchased gas adjustments 378 1,988 Other 359 435 ------- ------- Total Regulatory Assets $38,200 $35,135 ======= ======= Regulatory Liabilities: Unamortized investment tax credits $ 8,105 $ 8,329 Amounts due to customers for future income taxes 113 391 Purchased gas costs 2,726 664 Other 678 3 ------- ------- Total Regulatory Liabilities $11,622 $ 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 June 30, 1995 was less than the LIFO cost by $1,520,800. 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 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 For the quarter ended June 30, 1995, the Company incurred a loss of $.12 per share compared with a loss of $.18 per share for the same quarter last year. The weather for the quarter was slightly colder than the quarter ended June 30, 1994 but 4% warmer than normal. The improvement in earnings, as compared with the same period last year, was primarily attributable to general rate relief (Case No. GR-94-220 placed in effect on September 1, 1994) and lower pension expense. These benefits were largely offset by higher depreciation rates (as authorized in GR-94-220) and other increases in operating costs. Utility operating revenues for the third quarter of fiscal year 1995 were $67.6 million compared with $74.6 million for the same quarter last year. The $7.0 million, or 9.4%, decrease is principally due to lower wholesale gas costs of $9.5 million (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause) and other minor variations amounting to $.1 million. These decreases were partially offset by the benefit of the aforementioned rate relief of $2.6 million. Therms sold and transported decreased by .2 million therms, or .2%, below the quarter ended June 30, 1994. Utility operating expenses for the quarter ended June 30, 1995 decreased by $7.9 million, or 10.8%, below the same quarter last year. Natural and propane gas expense this quarter decreased $9.1 million, or 24.1%, from last year mainly due to lower rates charged by our suppliers. Other operation and maintenance expenses decreased by $1.2 million, or 4.8%, due to decreased pension expense reflecting the recognition of gains on significant lump-sum settlements (no such gains were recognized last year). This decrease was partially offset by a higher provision for uncollectible accounts, increased group insurance charges, and higher wage rates (3.5%). Depreciation and amortization expense increased 24.6% principally due to higher depreciation rates. Taxes, other than income taxes, increased 8.7% primarily due to higher real estate and personal property taxes. The $.4 million increase in income taxes is due to lower taxable loss. Interest expense increased 6.6% due to higher short-term interest expense reflecting higher borrowings and increased rates. Earnings for the nine months ended June 30, 1995 were $1.58 per share compared with earnings of $1.78 per share for the same period last year. The weather for the nine-month period this year was 15% warmer than last year and 16% warmer than normal. The weather for the past 1994-95 heating season was the fourth warmest this century. Earnings were adversely impacted by the extremely warm temperatures experienced in the Company's service area. Earnings also decreased due to the higher depreciation rates, higher interest charges, and increased operating costs. These factors were partially offset by the aforementioned rate relief, the benefit of lower pension expense, and the Company's on-going cost reduction efforts. Page 10 Utility operating revenues for the first nine months of fiscal year 1995 decreased by $93.5 million, or 19.7%, below the corresponding period of fiscal year 1994. This decrease is principally due to lower wholesale gas costs of $55.7 million and lower therm sales (arising from the warmer weather) and other minor variations of $47.3 million. These decreases were partially offset by the benefit of higher rate levels amounting to $9.5 million. Therms sold and transported decreased by 92.6 million, or 9.6%, below the level during the nine months ended June 30, 1994. Utility operating expenses for the nine months ended June 30, 1995 decreased $93.0 million, or 21.3%, below last year. Natural and propane gas expense during the first nine months of fiscal 1995 decreased $86.9 million, or 29.9%, below the same period a year ago. This decrease is mainly due to lower rates charged by our suppliers and decreased volumes purchased for sendout resulting from the warmer weather. The $4.2 million, or 5.3%, decrease in other operation and maintenance expenses is primarily due to the recording of pension credits and cost reduction efforts. The pension credits include the recognition of gains on significant lump-sum settlements and 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 a higher provision for uncollectible accounts, higher wage rates (3.5%), and increased group insurance charges. Depreciation and amortization expense increased 23.1% primarily due to increased depreciation rates and, to a lesser extent, to additional depreciable property. Taxes, other than income taxes, decreased 6.3% principally due to lower gross receipts taxes (reflecting decreased revenues), partially offset by higher real estate and personal property taxes. The $2.9 million decrease in income taxes is mainly due to lower taxable income. The 18.2% increase in interest expense is 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 borrowing 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 1, 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 cash needs typically decline at the end of the heating season, the Company replaced the expiring supplemental line on March 1, 1995 with a reduced supplemental line in the amount of $50 million. This supplemental line of credit was further reduced to a $25 million supplemental line of credit, which extends to September 1, 1995, thus providing a total line of credit of $65 million to September 1, 1995. The reduction in the supplemental line of credit was made possible by the receipt of $28.5 million in net proceeds from a common stock offering (discussed below). During the first nine months of fiscal Page 11 1995, the Company sold commercial paper aggregating to a maximum of $103.0 million (in January 1995), but did not borrow from the banks under the aforementioned agreements. Short-term borrowings amounted to $25.5 million at June 30, 1995. After receiving requisite regulatory approvals, and as noted in the Company's Form 8-K filed on May 24, 1995, the Company issued and sold 1,550,000 shares of the Company's common stock on May 22, 1995 to the public through an underwriting group led by Merrill Lynch & Co. and co- managed by A. G. Edwards & Sons, Inc. and Smith Barney Inc. On June 2, 1995, the Company issued and sold an additional 25,000 shares of the Company's common stock to the underwriting group. On April 28, 1995, the Company received approval from the Missouri Public Service Commission for a two-year extension, to April 21, 1997, of its previously granted authority to sell 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 nine months ended June 30, 1995 were $33.8 million compared with $28.2 million for the same period last year. Construction expenditures for fiscal year 1995 are estimated to be approximately $47 million. Capitalization at June 30, 1995 increased $41.4 million since September 30, 1994 and consisted of 60.2% common stock equity, .5% preferred stock equity and 39.3% long-term debt. Page 12 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Part II OTHER INFORMATION Page 13 Item 1. Legal Proceedings. During the quarter ended June 30, 1995, there were no new legal proceedings required to be disclosed. Item 6. Exhibits and Reports on Form 8-K (a) See Exhibit Index (b) Reports on Form 8-K The Company filed a Form 8-K Report during the quarter ended June 30, 1995. Item Reported: Pursuant to an Underwriting Agreement, dated May 15, 1995 (the "Underwriting Agreement"), Laclede Gas Company (the "Registrant"), on May 22, 1995, sold to the Underwriters named on Schedule I of the Underwriting Agreement 1,550,000 shares of its common stock par value $1.00 per share (the "Shares"). The registration statement on Form S-3 with respect to the Shares of the Registrant (File No. 33-58757), was filed by the Registrant on April 21, 1995 and declared effective by the SEC on May 15, 1995. A copy of the Underwriting Agreement was attached as an exhibit to the Form 8-K report. Financial Statements Filed: None. Date of Report (Date of Earliest Event Reported): May 15, 1995. Date Report Filed: May 24, 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: August 11, 1995 R. J. CARROLL ------------------- R. J. Carroll Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 15 Index to Exhibits Exhibit No. Exhibit Page ---------- ------- ---- 4.1 Amendment to the Laclede Gas Company Wage Deferral Savings Plan dated June 26, 1995. 17 4.2 Amendment to the Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan adopted by the Laclede Gas Company Board of Directors on May 25, 1995. 19 4.3 Amendment to the Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan dated June 26, 1995. 20 10.1 Amendment to the Laclede Gas Company Salary Deferral Savings Plan dated June 26, 1995. 22 10.2 May 23, 1995 Further Amendment to the Line of Credit Agreement dated October 18, 1993, as amended and extended from time to time, among Laclede Gas Company, Chemical Bank, The Boatmen's National Bank of St. Louis, and Mercantile Bank of St. Louis National Association. 24 27 Financial Data Schedule UT 27 Page 16 EX-4.1 2 Date: June 26, 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 AMENDMENT TO THE LACLEDE GAS COMPANY WAGE DEFERRAL SAVINGS PLAN The last sentence of Section 2.8 is deleted and replaced with the following sentence, and a new sentence is added, effective August 1, 1994, as follows: "Beginning August 1, 1989 and before August 1, 1994, Compensation is limited to $200,000 per Plan Year, which amount is subject to annual adjustment by the U. S. Treasury Department. Beginning August 1, 1994, Compensation is limited to $150,000 per Plan Year, which amount is subject to annual adjustment by the U. S. Treasury Department." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 18 EX-4.2 3 RESOLVED THAT: 1. Subsection (c) of Section IV of the Missouri Natural Gas Division of Laclede Gas Company Dual Savings Plan is amended in its entirety, effective April 23, 1995, to read as follows: "(c) Participant Non-Matchable Deposits. Each Participant, in addition to the deposit under paragraph (a) of this Section IV, may designate additional deposits up to 9% of his Earnings in any Plan Year for credit to his deposit accounts. He must also designate the portion of his Participant Non-matchable Deposits to be credited to each of his Pre-Tax Deposit Account and Post-Tax Deposit Account." Page 19 EX-4.3 4 Date: June 26, 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 20 AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN 1. The last sentence of subsection (f) of Section I is deleted and replaced with the following sentence, and a new sentence is added, effective November 1, 1995, as follows: "Effective November 1, 1989 and before November 1, 1995, Earnings are limited to $200,000 per Plan Year, as adjusted by the Treasury Department for cost of living changes. Beginning November 1, 1995, Earnings are limited to $150,000 per Plan Year, which amount is subject to annual adjustment by the U. S. Treasury Department." 2. A new unnumbered paragraph is added at the end of subsection (a) of Section VII, effective June 1, 1995, as follows: "A Participant who receives a hardship distribution, as provided in this subsection (a), or who has an outstanding loan and receives a new loan to relieve a hardship, as provided in this subsection (a), shall not be permitted to make Pre-Tax Deposits and/or Post-Tax Deposits 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 either such hardship distribution or such new loan in lieu of the hardship distribution. The Participant must give the Committee at least thirty (30) days advance notice to resume Pre-Tax Deposits and/or Post Tax Deposits." 3. The first sentence of the second paragraph of subsection (s) of Section I is replaced in its entirety, effective August 5, 1993, as follows: "Solely for purposes of determining whether a Break in Service has occurred, an Employee who is absent from work without pay due to pregnancy, childbirth, newborn child care, child adoption or foster care, a serious health condition requiring care for an immediate family member or a serious health condition which prevents the Employee from performing his job, shall receive credit for the Hours of Service which otherwise would have been credited to such individual but for such absence, or in any case in which such Hours cannot be determined, then eight (8) Hours of Service per day of such absence, provided that the total number of such hours shall not exceed five hundred and one (501)." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 21 EX-10.1 5 Date: June 26, 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 22 AMENDMENT TO THE LACLEDE GAS COMPANY SALARY DEFERRAL SAVINGS PLAN The last sentence of Section 2.8 is deleted and replaced with the following sentence, and a new sentence is added, effective October 1, 1994, as follows: "Beginning October 1, 1989 and before October 1, 1994, Compensation is limited to $200,000 per Plan Year, which amount is subject to annual adjustment by the U. S.Treasury Department. Beginning October 1, 1994, Compensation is limited to $150,000 per Plan Year, which amount is subject to annual adjustment by the U. S. Treasury Department." ROBERT C. JAUDES ------------------------------- Title: Chairman, President and Chief Executive Officer ROBERT J. CARROLL ------------------------------- Title: Senior Vice President - Finance Page 23 EX-10.2 6 May 23, 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: Further Amendment 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, October 18, 1994 and March 1, 1995, 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 the above-referenced Line of Credit Agreement 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, October 18, 1994 and March 1, 1995; subject only to the modifications expressly set forth in numbered Paragraphs 1 and 2 below, each of which Paragraphs shall be effective on May 23, 1995. Page 24 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association May 23, 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 May 23, 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 $25 million: Name of Bank Maximum Amount Chemical $12,500,000 Boatmen's $ 6,250,000 Mercantile $ 6,250,000 2. 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. 3. Ratification of Remainder of Line of Credit Agreement. Subject only to the amendments expressly set forth in numbered Paragraphs 1 and 2 above, the Line of Credit Agreement is hereby ratified, confirmed and approved in all respects. Please indicate your acceptance of the terms of this amendatory agreement by signing in the appropriate space below and returning to Laclede Gas Company the enclosed duplicate of the original of this letter. This letter may be executed in counterparts, each of which shall be an original, and all of which 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. ------------------------- Page 25 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association May 23, 1995 3 Accepted and Agreed to as of the date first written above. CHEMICAL BANK By: Ronald Potter Name: Ronald Potter Title: Managing Director 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 26 EX-27 7
UT 1,000 9-MOS SEP-30-1995 JUN-30-1995 PER-BOOK 428,201 22,898 81,924 69,703 0 602,726 19,238 33,624 183,422 236,284 1,960 0 154,262 0 0 25,500 0 0 0 0 184,720 602,726 381,428 12,943 329,880 342,823 38,605 944 39,549 14,241 25,308 73 25,235 15,130 9,408 45,931 1.58 1.58 Capital-surplus-paid-in is net of $24,017 of treasury stock. Page 27