-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IKzJepHPhT8P0oh+7oFXzxFynA4PrlK3Q7N5ETkt9hl370TYQNxovOSqK/o7KYky iY+8B8Hgb2PcDJboZNfPSQ== 0000057183-96-000006.txt : 19960515 0000057183-96-000006.hdr.sgml : 19960515 ACCESSION NUMBER: 0000057183-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 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: 96562573 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 10Q, 5/13/96 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, 1996 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. 17,557,540 shares, Common Stock, par value $1 per share at 5/13/96. 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, 1995. 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, 1996 1995 1996 1995 ---- ---- ---- ---- Utility Operating Revenues $246,593 $191,627 $401,574 $313,830 ------------------ ------------------ Utility Operating Expenses: Natural and propane gas 153,773 109,919 242,450 175,386 Other operation expenses 24,562 22,911 42,901 41,815 Maintenance 5,012 4,521 9,433 9,102 Depreciation and amortization 6,139 5,895 12,211 11,725 Taxes, other than income taxes 18,425 15,294 27,895 24,597 Income taxes (Note 3) 13,481 10,624 21,794 14,754 ------------------ ------------------ Total Utility Operating Expenses 221,392 169,164 356,684 277,379 ------------------ ------------------ Utility Oper Income - Distribution 25,201 22,463 44,890 36,451 Other Utility Operating Income - Off System Sales - Net (less applicable income taxes)(Note 3) 2,017 - 2,017 - ------------------ ------------------ Total Utility Operating Income 27,218 22,463 46,907 36,451 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 1,548 619 2,375 781 ----------------- ------------------ Income Before Interest Charges 28,766 23,082 49,282 37,232 ------------------ ------------------ Interest Charges: Interest on long-term debt 3,542 3,136 6,854 6,272 Other interest charges 1,183 1,877 2,649 3,681 ------------------ ------------------ Total Interest Charges 4,725 5,013 9,503 9,953 ------------------ ------------------ Net Income 24,041 18,069 39,779 27,279 Dividends on Preferred Stock 25 25 49 49 ------------------ ------------------ Earnings Applicable to Common Stock $ 24,016 $ 18,044 $ 39,730 $ 27,230 ================== ================== Average Number of Common Shares Outstanding 17,511 15,751 17,489 15,730 Earnings Per Share of Common Stock $1.37 $1.15 $2.27 $1.73 Dividends Declared Per Share of Common Stock $.315 $.31 $.63 $.62 See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET
Mar. 31 Sept. 30 1996 1995 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $763,901 $745,629 Less: Accumulated depreciation and amortization 320,366 311,293 -------------------- Net Utility Plant 443,535 434,336 -------------------- Other Property and Investments 22,159 22,744 -------------------- Current Assets: Cash and cash equivalents 6,684 1,555 Accounts receivable - net 103,854 34,398 Materials, supplies, and merchandise at avg cost 5,703 5,377 Natural gas stored underground for current use at LIFO cost 12,318 41,629 Propane gas for current use at FIFO cost 9,564 13,566 Prepayments 2,996 1,484 Unamortized purchased gas adjustments 1,650 9,776 Deferred income taxes 2,283 - Delayed customer billings 25,599 - -------------------- Total Current Assets 170,651 107,785 -------------------- Deferred Charges 79,983 71,829 -------------------- Total Assets $716,328 $636,694 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET (Continued)
Mar. 31 Sept. 30 1996 1995 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (19,376,837 shares issued) $ 19,377 $ 19,285 Paid-in capital 60,226 58,401 Retained earnings 202,296 173,584 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) -------------------- Total common stock equity 257,882 227,253 Redeemable preferred stock 1,960 1,960 Long-term debt (less sinking fund requirements) 179,312 154,279 -------------------- Total Capitalization 439,154 383,492 -------------------- Current Liabilities: Notes payable 26,500 59,500 Accounts payable 40,436 21,069 Refunds due customers 1,292 4,110 Advance customer billings - 13,058 Taxes accrued 31,940 8,430 Other 22,818 21,609 -------------------- Total Current Liabilities 122,986 127,776 -------------------- Deferred Credits and Other Liabilities: Deferred income taxes 76,261 83,563 Unamortized investment tax credits 7,844 8,018 Other 70,083 33,845 -------------------- Total Deferred Credits and Other Liabilities 154,188 125,426 -------------------- Total Capitalization and Liabilities $716,328 $636,694 ==================== 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, 1996 1995 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 39,779 $ 27,279 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,233 11,747 Deferred income taxes and investment tax credits (12,824) (4,460) Other - net (93) 178 Changes in assets and liabilities: Accounts receivable - net (69,456) (22,392) Unamortized purchased gas adjustments 8,126 1,434 Deferred purchased gas costs 35,252 12,561 Delayed customer billings - net (38,657) (16,783) Accounts payable 19,367 1,146 Refunds due customers (2,818) (18,135) Taxes accrued 23,510 12,638 Natural gas stored underground 29,311 31,665 Other assets and liabilities (828) (4,028) -------------------- Net cash provided by operating activities $ 42,902 $ 32,850 -------------------- Investing Activities: Construction expenditures $(20,847) $(22,568) Investments - non-utility 580 (130) Other (272) (190) -------------------- Net cash used in investing activities $(20,539) $(22,888) -------------------- Financing Activities: Repayment of short-term debt $(33,000) $ (500) Issuance of common stock 1,917 1,646 Dividends paid (10,951) (9,697) Issuance of first mortgage bonds 25,000 - Other (200) - -------------------- Net cash used in financing activities $(17,234) $ (8,551) -------------------- Net Increase in Cash and Cash Equivalents $ 5,129 $ 1,411 Cash and Cash Equivalents at Beginning of Period 1,555 1,588 -------------------- Cash and Cash Equivalents at End of Period $ 6,684 $ 2,999 ==================== Supplemental Disclosure of Cash Paid During the Period for: Interest $8,302 $9,666 Income taxes 10,856 4,235 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, ------------------ ----------------- 1996 1995 1996 1995 ---- ---- ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $21,642 $13,368 $30,644 $16,434 State and local 3,638 2,259 5,151 2,775 Deferred: Federal (9,039) (4,367) (10,970) (3,809) State and local (1,503) (636) (1,774) (646) ------------------ ----------------- Subtotal $14,738 $10,624 $23,051 $14,754 ------------------ ----------------- Miscellaneous Income and Income Deductions Current: Federal $ 520 $ 274 $ 710 $ 346 State and local 68 31 91 32 Deferred: Federal (68) (3) (69) (5) State and local (10) - (11) - ------------------ ----------------- Subtotal $ 510 $ 302 $ 721 $ 373 ------------------ ----------------- Total $15,248 $10,926 $23,772 $15,127 ================== =================
4. This Form 10-Q should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company's 1995 Form 10-K. Page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Earnings for the quarter ended March 31, 1996 were $1.37 per share compared with $1.15 per share for the comparable quarter last year. The weather for the quarter was 13% colder than the same period last year and 2% colder than normal. The increase in earnings was primarily due to higher gas sales arising from the colder weather this quarter compared with the same quarter last year. Earnings also benefitted this quarter from income realized due to new non-traditional gas marketing efforts. Utility operating revenues for the quarter ended March 31, 1996 were $246.6 million compared with $191.6 million for the quarter ended March 31, 1995. The $55.0 million, or 28.7%, increase was due to increased wholesale gas costs (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause), higher gas sales volumes (arising from the colder weather) and other variations. Therms sold and transported increased by 62.7 million therms, or 13.8%, above the quarter ended March 31, 1995. Utility operating expenses for the quarter ended March 31, 1996 increased by $52.2 million, or 30.9%, above the same quarter last year. Natural and propane gas expense this quarter increased $43.9 million, or 39.9%, above last year mainly due to higher rates charged by Laclede's suppliers and increased volumes purchased for sendout (resulting from the colder weather). Other operation and maintenance expenses increased $2.1 million, or 7.8%, primarily due to a higher provision for uncollectible accounts, higher distribution and maintenance charges, and higher wage rates. Depreciation and amortization expense increased 4.1% due to additional property. Taxes, other than income taxes, increased 20.5%, primarily due to higher gross receipts taxes (mainly reflecting increased revenues). The $2.9 million increase in income taxes is principally due to higher taxable distribution operating income. During this past heating season, the Company and its wholly-owned subsidiary, Laclede Energy Resources, Inc., commenced marketing natural gas for delivery in areas outside of Laclede's normal service area. These efforts made a favorable contribution to earnings for the quarter ended March 31, 1996, as the Company was able to take advantage of strong demand for gas caused by several periods of extremely cold weather throughout most of the nation. Such contribution to earnings may not be representative of future periods and is expected to vary greatly given the volatile and seasonal nature of these operations. Furthermore, the business and regulatory environment associated with the new venture has reflected on- going changes, and continuation of the present conditions is somewhat uncertain. Nevertheless, the Company anticipates that this program will continue to produce positive results. The net operating results of the Company's off-system sales amounted to $2.0 million. The net operating results of the wholly-owned subsidiary is included under the caption "Miscellaneous Income and Income Deductions-Net." Miscellaneous income and income deductions increased $.9 million due primarily to the Company's non-utility gas marketing efforts through a wholly-owned subsidiary, as discussed above. The 5.7% decrease in interest expense is mainly due to lower short-term interest expense reflecting lower borrowings and reduced interest on refunds due customers, partially offset by an increase in interest on long-term debt resulting from the issuance of $25 million of 6-1/2% First Mortgage Bonds in November 1995. Page 8 Earnings for the six months ended March 31, 1996 were $2.27 per share compared with $1.73 per share for the comparable period last year. The weather was 23% colder than last year and 2% colder than normal. The increase in earnings was primarily due to higher gas sales volumes arising from the colder weather. Earnings also benefitted from income realized due to the aforementioned non-traditional gas marketing efforts. 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 experiences losses in the second half of the fiscal year. Utility operating revenues for the first six months of fiscal year 1996 increased $87.7 million, or 28.0%, above the corresponding period of fiscal year 1995. This increase is due to higher gas sales volumes (arising from the colder weather), higher wholesale gas costs (which are passed on to our customers under the Company's Purchased Gas Adjustment Clause) and other variations. Therms sold and transported increased by 139.0 million therms, or 19.0%, above the level experienced during the six months ended March 31, 1995. Utility operating expenses for the six months ended March 31, 1996 increased by $79.3 million, or 28.6%, above last year. Natural and propane gas expense during the first six months of fiscal year 1996 increased $67.1 million, or 38.2%, above the same period a year ago. This increase was primarily due to increased volumes purchased for sendout (resulting from the colder weather) and higher rates charged by our suppliers. Other operation and maintenance expenses increased $1.4 million, or 2.8%, principally due to pension credits recorded in the quarter ended December 31, 1994 to establish a regulatory asset (necessary to reflect pension costs consistent with the regulatory accounting treatment ordered by the Missouri Public Service Commission in Case No. GR-94-220), a higher provision for uncollectible accounts and higher wage rates. These increases were partially offset by reduced pension expense reflecting the recognition of gains on significant lump-sum settlements. Depreciation and amortization expense increased 4.1% due to additional property. Taxes, other than income taxes, increased 13.4% principally due to higher gross receipts taxes (mainly reflecting increased revenues), partially offset by lower property taxes. The $7.0 million increase in income taxes is mainly due to higher taxable distribution operating income. Other utility operating income reflects the aforementioned new non- traditional gas marketing efforts which commenced this fiscal year. Miscellaneous income and income deductions for the first six months of fiscal 1996 increased $1.6 million above the same period last year primarily due to the new gas marketing efforts of the Company's wholly- owned subsidiary as mentioned above. The 4.5% decrease in interest expense is mainly due to reduced interest on refunds due customers and lower short- term interest expense reflecting lower borrowings, partially offset by an increase in interest on long-term debt resulting from the issuance of $25 million of 6-1/2% First Mortgage Bonds in November 1995. On December 15, 1995, the Company filed a rate request with the Missouri Public Service Commission for a general rate increase which would add $23.8 million to operating revenues on an annual basis. This increase is necessary to offset generally higher operating costs as well as the added costs of operating, maintaining, and financing the increased investment in new facilities the Company has installed since the filing of its last general rate case in January 1994. By law, the Missouri Commission has up to eleven months before it must act on this 1995 request, but the Company is hopeful the Commission will allow new rates to be implemented prior to November 1996. Page 9 LIQUIDITY AND CAPITAL RESOURCES The Company's short-term borrowing requirements typically peak during colder months, principally because of required payments for natural gas made in advance of the receipt of cash from the Company's 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 1996, the Company renewed its primary line of bank credit under which it may borrow up to $40 million prior to January 31, 1997, with renewal of any loans outstanding on that date permitted to June 30, 1997. This, along with a previously obtained $50 million supplemental line of credit which ran through March 1, 1996 (the supplemental line was increased to $60 million for one day on November 20, 1996), provided a total line of credit of $90 million for the 1995-1996 heating season. Since seasonal cash needs typically decline at the end of the heating season, the Company reduced the supplemental line of credit to $15 million from March 1, 1996 through April 1, 1996. On April 1, 1996, the supplemental line of credit expired and the Company elected not to renew the same. The Company's line of credit is currently $40 million. During fiscal 1996, the Company sold commercial paper aggregating to a maximum of $91.5 million at any one time, but did not borrow from the banks under the aforementioned agreements. Short-term borrowings amounted to $26.5 million at March 31, 1996. The Shareholder Rights Plan, adopted in 1986, expired on May 1, 1996. The Company decided to keep such protection in place by adopting a replacement plan. On March 14, 1996, the Company declared a dividend of one Common Share Right for each outstanding share of common stock as of May 1, 1996. The rights, each of which provides for the purchase of one share of common stock at the purchase price of $60, expire on May 1, 2006. The rights may, however, be redeemed by the Company for one cent each at any time before they become exercisable. The rights will not be exercisable or transferable apart from the common stock, until ten days after a person or group acquires or obtains the right to acquire 20% of more of the common stock, or commences or announces its intention to commence a tender or exchange offer for 20% or more of the common stock. Upon such acquiror's obtaining 20% of common stock, each right will entitle its holder to purchase, upon payment of the $60 purchase price, the number of shares equal to the purchase price divided by one-half of the market price. Alternatively, the Company may exchange each Right for one share of Company common stock. A total of 17,557,540 rights were issued on May 1, 1996. Construction expenditures for the six months ended March 31, 1996 were $20.8 million compared with $22.6 million for the same period last year. Capitalization at March 31, 1996 increased $55.7 million since September 30, 1995 and consisted of 58.7% common stock equity, .5% preferred stock equity and 40.8% long-term debt. The seasonal effect of the Company's financial position affects the comparison of certain balance sheet items at March 31, 1996 and at September 30, 1995, such as Accounts Receivable - Net, Natural Gas Stored Underground For Current Use, Notes Payable, Accounts Payable, and Delayed and Advanced Customer Billings. Page 10 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Part II OTHER INFORMATION Page 11 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Item 1. Legal Proceedings During the quarter ended March 31, 1996, there were no new legal proceedings required to be disclosed. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of Laclede Gas Company was held on January 25, 1996, 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 ---------------- --------- -------------- Richard E. Beumer 13,982,075 144,831 Robert C. Jaudes 14,033,614 144,831 Robert P. Stupp 14,054,933 144,831 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, 1996 was passed upon the following vote: Shares Voted: ------------ For the proposal 13,934,114 Against the proposal 88,889 Abstain regarding the proposal 145,368 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, 1996. Page 12 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LACLEDE GAS COMPANY Date: May 13, 1996 G. T. McNeive, Jr. ------------------- G. T. McNeive, Jr. Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 13 Index to Exhibits Sequentially Exhibit Numbered Number Exhibit Page - ------ ------- ------------ 10.1 Line of Credit Agreement dated January 24, 1996 with Mercantile Bank of St. Louis National Association. 15 10.2 Line of Credit Agreement dated January 16, 1996 with Chemical Bank. 17 10.3 Line of Credit Agreement dated January 16, 1996 with Commerce Bank, N. A. 18 10.4 Line of Credit Agreement dated January 16, 1996 with The Boatmen's National Bank of St. Louis. 20 10.5 Amendment and Further Extension dated March 1, 1996 of Supplemental Line of Credit Agreement dated October 18, 1993 as amended and/or extended by letters dated April 18, 1994; August 18, 1994; October 18, 1994; March 1, 1995; May 23, 1995; September 1, 1995; and November 1, 1995. 21 27 Financial Data Schedule UT 25 Page 14 EX-10.1 2 (ON MERCANTILE BANK OF ST. LOUIS N.A. LETTERHEAD) January 24, 1996 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, 1997 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 before January 31, 1997, the note shall be renewed in whole or in part provided no note shall mature later than June 30, 1997. 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 of 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 November 1, 1995, or the availability of up to $12,500,000 of advances thereunder from Mercantile Bank of St. Louis N.A. on the terms set forth in said November 1, 1995 agreement. Page 15 Page 2 Laclede Gas Company January 24, 1996 We appreciate the opportunity to service your credit needs and to continue the long-standing relationship between our companies. If the foregoing is acceptable to you, please sign and date below. MERCANTILE BANK OF ST. LOUIS, N.A. By: /s/ Sally H. Roth Name: Sally H. Roth Title: Vice President Accepted this 24th day of January, 1996 LACLEDE GAS COMPANY By: /s/ Vernon O. Steinberg Name: Vernon O. Steinberg Title: Vice President-Treasurer Page 16 EX-10.2 3 (ON CHEMICAL BANK LETTERHEAD) January 16, 1996 Mr. Vernon O. Steinberg Vice President-Treasurer and 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, 1997, 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, 1997, may be renewed in whole or in part provided no notes matures later than June 30, 1997. 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 November 1, 1995 or the availability of up to $25,000,000 of advances thereunder from Chemical Bank on the terms set forth in said November 1, 1995 Agreement. We continue to appreciate the opportunity to do business with Laclede. Very truly yours, /s/ Ronald Potter Ronald Potter Managing Director RP/bh Page 17 EX-10.3 4 (ON COMMERCE BANK LETTERHEAD) January 16, 1996 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, 1997. 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, 1997, may be renewed in whole or part provided no note matures later than June 30, 1997. 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 18 Vernon O. Steinberg January 16, 1996 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, /s/ Fred H. Entrikin, III Fred H. Entrikin, III Senior Vice President FHE/db Accepted and approved this 23rd day of January, 1996. Laclede Gas Company By: /s/ V. O. Steinberg Page 19 EX-10.4 5 January 16, 1996 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, 1997, and to provide funds for general corporate purposes, we are asking you to make available to us until January 31, 1997, 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, 1997, may be renewed in whole or in part provided no note shall mature later than June 30, 1997. 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 November 1, 1995, or the availability of up to $12,500,000.00 of advances thereunder from The Boatmen's National Bank on the terms set forth in said November 1, 1995 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 /s/ Vernon O. Steinberg V.P.-Treasurer & Asst. Secretary THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By /s/ Thomas Guyton VOS/dkk Page 20 EX-10.5 6 March 1, 1996 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 the term, of the line of credit agreement dated October 18, 1993, as amended and extended by letters dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995, May 23, 1995, September 1, 1995, and November 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 and extend the term of the above-referenced Line of Credit Agreement from March 1, 1996 to April 1, 1996 on the same terms and conditions set forth in the above-referenced Line of Credit Agreement; subject only to the terms and modifications expressly set forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs shall be effective on March 1, 1996. Page 21 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association March 1, 1996 2 1. 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, 1996, 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 $15 million: Name of Bank Maximum Amount Chemical $7,500,000 Boatmen's $3,750,000 Mercantile $3,750,000 2. NEW TERMINATION DATE. The phrase "Termination Date" as defined in the Line of Credit Agreement is hereby amended from March 1, 1996 to April 1, 1996. Accordingly, all references in the Line of Credit Agreement to the Termination Date shall hereafter refer to April 1, 1996. 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, 1995, 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. Page 22 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association March 1, 1996 3 Please indicate your acceptance of this amendment and extension 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 amend and extend the Line of Credit Agreement as hereinbefore provided. Very truly yours, LACLEDE GAS COMPANY By:/s/ Ronald L. Krutzman Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Accepted and Agreed to as of the date first written above. CHEMICAL BANK By: /s/ Jane Ritchie Name: Jane Ritchie Title: Vice President THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: /s/ Thomas C. Guyton Name: Thomas C. Guyton Title: Vice President MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By: /s/ Sally H. Roth Name: Sally H. Roth Title: Vice President Page 23 EXHIBIT A NOTE $ ,000,000 New York, New York March 1, 1996 FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri corporation (the "Company"), hereby promises to pay to the order of (the "Bank"), at the office of the Bank at : (a) on the last day of each Interest Period, as defined in the letter agreement dated as of October 18, 1993, as amended by amendatory agreements dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995, May 23, 1995, September 1, 1995, and November 1, 1995, and as further amended by an amendatory agreement dated March 1, 1996 (said letter agreement, as thus amended, being hereinafter called the "Line Letter"), between the Company, the Bank and certain other banks, the aggregate unpaid principal amount of each Advance (as defined in the Line Letter) made by the Bank to which such Interest Period relates; and (b) on April 1, 1996, the lesser of $ and the aggregate principal amount of all Advances made by the Bank under the Line Letter and remaining unpaid; in each case in lawful money of the United States of America in immediately available funds. The undersigned promises to pay interest on the unpaid principal amount of each Advance at the rates and payable on the dates provided for in the Line Letter. The Company hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All Advances by the Bank evidenced by this Note, the interest rates applicable thereto and all payments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; PROVIDED, HOWEVER, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Company under this Note. This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America. LACLEDE GAS COMPANY By: Name: Ronald L. Krutzman Title: Treas. & Asst. Secy. Page 24 EX-27 7
UT 1,000 6-MOS SEP-30-1996 MAR-31-1996 PER-BOOK 443,535 22,159 170,651 79,983 0 716,328 19,377 36,209 202,296 257,882 1,960 0 179,312 0 0 26,500 0 0 0 0 250,674 716,328 401,574 21,794 334,890 356,684 44,890 4,392 49,282 9,503 39,779 49 39,730 11,018 6,854 42,902 2.27 2.27 Capital-surplus-paid-in is net of $24,017 of treasury stock. Page 25
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