-----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, BiiV1/C+COB4jOGysnOfzr/MOfXoIr10Y+4n95tnS5tMxIEMCQliFhsTuMduBH3Y /okdSOSemh68/+9Nia3swQ== 0000057183-97-000002.txt : 19970221 0000057183-97-000002.hdr.sgml : 19970221 ACCESSION NUMBER: 0000057183-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970211 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: 97524297 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, 2/11/97 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended December 31, 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 2/11/97. 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, 1996. Page 2 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (In Thousands, Except Per Share Amounts)
Three Months Ended December 31, 1996 1995 ---- ---- Utility Operating Revenues $193,865 $154,981 -------------------- Utility Operating Expenses: Natural and propane gas 120,248 88,677 Other operation expenses 21,289 18,339 Maintenance 4,507 4,421 Depreciation and amortization 6,469 6,072 Taxes, other than income taxes 11,416 9,470 Income taxes (Note 3) 9,393 8,313 -------------------- Total Utility Operating Expenses 173,322 135,292 -------------------- Utility Operating Income 20,543 19,689 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 531 827 -------------------- Income Before Interest Charges 21,074 20,516 -------------------- Interest Charges: Interest on long-term debt 3,542 3,312 Other interest charges 1,426 1,466 -------------------- Total Interest Charges 4,968 4,778 -------------------- Net Income 16,106 15,738 Dividends on Preferred Stock 24 24 -------------------- Earnings Applicable to Common Stock $ 16,082 $ 15,714 ==================== Average Number of Common Shares Outstanding 17,558 17,466 Earnings Per Share of Common Stock $ .92 $ .90 Dividends Declared Per Share of Common Stock $.325 $.315 See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET
Dec. 31 Sept. 30 1996 1996 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $787,904 $780,001 Less: Accumulated depreciation and amortization 332,322 327,836 -------------------- Net Utility Plant 455,582 452,165 -------------------- Other Property and Investments 25,074 24,265 -------------------- Current Assets: Cash and cash equivalents 7,556 4,360 Accounts receivable - net 121,370 45,578 Materials, supplies, and merchandise at avg cost 5,464 5,634 Natural gas stored underground for current use at LIFO cost 53,481 58,769 Propane gas for current use at FIFO cost 13,209 12,655 Prepayments 3,263 1,910 Deferred income taxes 11,804 4,477 -------------------- Total Current Assets 216,147 133,383 -------------------- Deferred Charges 64,503 79,582 -------------------- Total Assets $761,306 $689,395 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET (Continued)
Dec. 31 Sept. 30 1996 1996 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (19,423,178 shares issued) $ 19,423 $ 19,423 Paid-in capital 61,205 61,205 Retained earnings 194,607 184,232 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) -------------------- Total common stock equity 251,218 240,843 Redeemable preferred stock 1,960 1,960 Long-term debt (less sinking fund requirements) 179,363 179,346 -------------------- Total Capitalization 432,541 422,149 -------------------- Current Liabilities: Notes payable 92,000 59,600 Accounts payable 66,566 20,637 Refunds due customers 1,000 1,248 Advance customer billings 33 6,231 Taxes accrued 12,856 10,212 Unamortized purchased gas adjustments 21,234 26,744 Other 19,603 21,776 -------------------- Total Current Liabilities 213,292 146,448 -------------------- Deferred Credits and Other Liabilities: Deferred income taxes 69,081 78,149 Unamortized investment tax credits 7,581 7,669 Other 38,811 34,980 -------------------- Total Deferred Credits and Other Liabilities 115,473 120,798 -------------------- Total Capitalization and Liabilities $761,306 $689,395 ==================== See notes to consolidated financial statements.
Page 5 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Three Months Ended December 31, 1996 1995 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 16,106 $ 15,738 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,480 6,082 Deferred income taxes and investment tax credits 1,910 (2,204) Other - net 148 (10) Changes in assets and liabilities: Accounts receivable - net (75,792) (62,202) Unamortized purchased gas adjustments (5,510) 3,091 Deferred purchased gas costs 3,252 7,637 Advance customer billings - net (6,198) (7,796) Accounts payable 45,929 16,586 Refunds due customers (248) (3,362) Taxes accrued 2,644 7,369 Natural gas stored underground 5,288 3,750 Other assets and liabilities (6,938) (6,528) -------------------- Net cash used in operating activities $(12,929) $(21,849) -------------------- Investing Activities: Construction expenditures (9,830) (9,834) Investments - non-utility (727) 251 Employee benefit trusts (197) 68 Other 34 (55) -------------------- Net cash used in investing activities $(10,720) $ (9,570) -------------------- Financing Activities: Issuance of short-term debt - net 32,400 12,500 Dividends paid (5,555) (5,424) Issuance of first mortgage bonds - 25,000 Other - 791 --------------------- Net cash provided by financing activities $ 26,845 $ 32,867 --------------------- Net Increase in Cash and Cash Equivalents $ 3,196 $ 1,448 Cash and Cash Equivalents at Beg of Period 4,360 1,555 -------------------- Cash and Cash Equivalents at End of Year $ 7,556 $ 3,003 ==================== Supplemental Disclosure of Cash Paid/(Refunded) During the Period for: Interest $8,222 $7,478 Income taxes - (2,452) See notes to consolidated financial statements.
Page 6 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, this interim report includes all adjustments (consisting only of normal recurring accruals) necessary for the fair presentation of the results of the periods covered. 2. The registrant is a natural gas distribution utility having a material seasonal cycle; therefore, this interim statement of consolidated income is not necessarily indicative of annual results nor representative of succeeding quarters of the fiscal year. 3. Net provisions for income taxes were charged (credited) as follows during the periods set forth below:
Three Months Ended December 31, ------------------ 1996 1995 ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $ 6,416 $ 9,002 State and local 1,082 1,513 Deferred: Federal 1,561 (1,930) State and local 334 (272) -------------------- Subtotal $ 9,393 $ 8,313 -------------------- Miscellaneous Income and Income Deductions Current: Federal $ 58 $ 190 State and local 3 22 Deferred: Federal 13 (2) State and local 2 - -------------------- Subtotal $ 76 $ 210 -------------------- Total $ 9,469 $ 8,523 ====================
Page 7 4. In the past, the Company operated various manufactured gas plants which produced certain by-products and residuals. After performing, at the request of the United States Environmental Protection Agency (EPA), an investigation of one of the Company's former manufactured gas plant sites located in Shrewsbury, Missouri (the Shrewsbury Site) and reviewing the results of this investigation, the Company agreed to perform a limited removal of some contaminants on small areas of the site. As previously reported by the Company, the Company has been discussing with the EPA and the Missouri Department of Natural Resources (MoDNR) what additional actions are required for the site. At this time, given the lack of final agreement as to what additional actions should be taken, the ultimate costs to be incurred regarding the Shrewsbury Site remain unclear. Assuming the Company performs the limited removal actions agreed to with the EPA and those of the additional actions proposed by the EPA and MoDNR to which the Company has no objection, the Company estimates that the overall costs will be approximately $740,000. Currently, $530,000 of such overall costs have been paid, and an additional $210,000 has been reserved by the Company. The Company has notified its insurers that it intends to seek reimbursement from them of its investigation, remediation, clean-up and defense costs. The Company intends to seek recovery, if practicable, from any other potentially responsible parties. In a separate matter, MoDNR has accepted the Company's application to place the site of a different former manufactured gas plant located in the City of St. Louis, Missouri (which site was also used by subsequent owners as the site of a coke manufacturing facility) in the Missouri environmental remediation program. MoDNR's preliminary tests at the site reflect the presence of coke and gas plant manufacturing wastes, as well as certain heavy metal wastes. The Company and MoDNR have agreed upon the parameters of the Company's initial investigation. The Company currently estimates that the cost of such investigation, MoDNR oversight costs and associated legal and engineering consulting costs relative to the site would together approximate $75,000. Currently, $34,000 has been paid and an additional $41,000 has been reserved on the Company's books. The City of St. Louis, the current owner of the site, has recently received proposals from several different groups to develop this site, and is in the process of evaluating such proposals. Various portions of the development proposals deal with the issue of the environmental condition of the site, and the impact of such condition on possible development plans. Until a development proposal is selected, the Company is unable to determine the impact, if any, that any proposed development will have on actions to be taken regarding the site, and the cost of any such actions. The Company has notified its insurers that the Company intends to seek reimbursement from them for investigation, remediation, clean-up and defense costs. The Company has also requested that other former site owners and/or operators participate in the cost of any site investigation, but none has yet agreed to do so. The Company plans to seek proportionate reimbursement of all costs incurred with respect to this site from such parties and/or any other potentially responsible parties, to the extent practicable. The Company is presently unable to evaluate or quantify further the scope or cost of any environmental response activity with regard to the above two former manufactured gas plant sites. Page 8 In the Company's most recent rate case, the MoPSC approved, effective September 1, 1996, the continued use of a cost deferral mechanism, originally approved as part of a 1994 rate case settlement, for the Company's use in applying for appropriate rate recovery of various environmental costs in connection with former manufactured gas plants. This authorization will be null and void if the Company does not file to further adjust its rates by September 1, 1998; and, in any event, the recovery of costs thus deferred may be challenged in future rate proceedings. 5. This Form 10-Q should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company's 1996 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 December 31, 1996 were $.92 per share compared with $.90 per share for the same quarter last year. The increase in earnings was primarily attributable to the benefit of the Company's general rate increase (which was placed in effect on September 1, 1996), higher gas sales arising from colder weather this quarter, and income realized under the recently implemented Gas Supply Incentive Plan (which was approved by the Missouri Public Service Commission effective October 1, 1996). These benefits were partially offset by higher operating expenses. The weather for the quarter was 7% colder than last year and 10% colder than normal. Utility operating revenues for the quarter ended December 31, 1996 were $193.9 million compared with $155.0 million for the quarter ended December 31, 1995. The $38.9 million, or 25.1%, increase was principally due to increased wholesale gas costs (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause). Revenues also increased due to incentive revenues realized this quarter (there were none recorded in the quarter ended December 31, 1995), higher therms sold and transported (arising from the colder weather), and the benefit of higher general rate levels placed in effect September 1, 1996. Therms sold and transported increased by 6.7 million therms, or 1.9%, above the quarter ended December 31, 1995. Utility operating expenses for the quarter ended December 31, 1996 increased by $38.0 million, or 28.1%, above the same quarter last year. Natural and propane gas expense this quarter increased $31.6 million, or 35.6%, above last year mainly due to higher rates charged by our suppliers, gas costs related to the new aforementioned Gas Supply Incentive Plan incurred this year, and increased volumes purchased for sendout (resulting from the colder weather). Other operation and maintenance expenses increased $3.0 million, or 13.3%, principally due to increased pension expense (reflecting lower gains applicable to lump-sum settlements this quarter), higher wage rates, increased distribution charges, and a higher provision for uncollectible accounts. Depreciation and amortization expense increased 6.5% primarily due to additional property. Taxes, other than income taxes, increased 20.5% mainly due to higher gross receipts taxes (reflecting increased revenues) and higher real estate and personal property taxes this quarter. The $1.1 million increase in income taxes is principally due to higher taxable income. Miscellaneous income and income deductions decreased $.3 million primarily due to lower non-utility gas marketing income recognized by the Company's wholly-owned subsidiary, Laclede Energy Resources, Inc. The 4.0% increase in interest expense is mainly due to higher interest on long-term debt resulting from the issuance of $25 million of 6-1/2% First Mortgage Bonds in November 1995. Page 10 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 1997, the Company renewed its primary lines of bank credit under which it may borrow up to $40 million prior to January 31, 1998, with renewal of any loans outstanding on that date permitted to June 30, 1998. This, along with a previously obtained $90 million supplemental line of credit which runs through March 1, 1997, provides a total line of credit of $130 million for the 1996-1997 heating season. The Company anticipates that the supplemental line of credit will be reduced after March 1, 1997, since seasonal cash needs typically decline at the end of the heating season. During fiscal 1997 to date, the Company sold commercial paper aggregating to a maximum of $104.0 million at any one time, but did not borrow from the banks under the aforementioned agreements. Short-term borrowings amounted to $100.5 million at January 31, 1997. In the past, the Company operated various manufactured gas plants which produced certain by-products and residuals. After performing, at the request of the United States Environmental Protection Agency (EPA), an investigation of one of the Company's former manufactured gas plant sites located in Shrewsbury, Missouri (the Shrewsbury Site) and reviewing the results of this investigation, the Company agreed to perform a limited removal of some contaminants on small areas of the site. As previously reported by the Company, the Company has been discussing with the EPA and the Missouri Department of Natural Resources (MoDNR) what additional actions are required for the site. See the "OTHER PERTINENT MATTERS" Section of the Company's most recent Form 10-K. At this time, given the lack of final agreement as to what additional actions should be taken, the ultimate costs to be incurred regarding the Shrewsbury Site remain unclear. Assuming the Company performs the limited removal actions agreed to with the EPA and those of the additional actions proposed by the EPA and MoDNR to which the Company has no objection, the Company estimates that the overall costs will be approximately $740,000. Currently, $530,000 of such overall costs have been paid, and an additional $210,000 has been reserved by the Company. The Company has notified its insurers that it intends to seek reimbursement from them of its investigation, remediation, clean-up and defense costs. The Company intends to seek recovery, if practicable, from any other potentially responsible parties. In a separate matter, MoDNR has accepted the Company's application to place the site of a different former manufactured gas plant located in the City of St. Louis, Missouri (which site was also used by subsequent owners as the site of a coke manufacturing facility) in the Missouri environmental remediation program. MoDNR's preliminary tests at the site reflect the presence of coke and gas plant manufacturing wastes, as well as certain heavy metal wastes. The Company and MoDNR have agreed upon the parameters of the Company's initial investigation. The Company currently estimates that the cost of such investigation, MoDNR oversight costs and associated legal and engineering consulting costs relative to the site would together approximate $75,000. Currently, $34,000 has been paid and an additional $41,000 has been reserved on the Company's books. Page 11 The City of St. Louis, the current owner of the site, has recently received proposals from several different groups to develop this site, and is in the process of evaluating such proposals. Various portions of the development proposals deal with the issue of the environmental condition of the site, and the impact of such condition on possible development plans. Until a development proposal is selected, the Company is unable to determine the impact, if any, that any proposed development will have on actions to be taken regarding the site, and the cost of any such actions. The Company has notified its insurers that the Company intends to seek reimbursement from them for investigation, remediation, clean-up and defense costs. The Company has also requested that other former site owners and/or operators participate in the cost of any site investigation, but none has yet agreed to do so. The Company plans to seek proportionate reimbursement of all costs incurred with respect to this site from such parties and/or any other potentially responsible parties, to the extent practicable. The Company is presently unable to evaluate or quantify further the scope or cost of any environmental response activity with regard to the above two former manufactured gas plant sites. In the Company's most recent rate case, the MoPSC approved, effective September 1, 1996, the continued use of a cost deferral mechanism, originally approved as part of a 1994 rate case settlement, for the Company's use in applying for appropriate rate recovery of various environmental costs in connection with former manufactured gas plants. This authorization will be null and void if the Company does not file to further adjust its rates by September 1, 1998; and, in any event, the recovery of costs thus deferred may be challenged in future rate proceedings. Construction expenditures for the quarter were $9.8 million, the same as the corresponding period last year. Capitalization at December 31, 1996 increased $10.4 million since September 30, 1996 and consisted of 58.1% common stock equity, .4% preferred stock equity and 41.5% long-term debt. The seasonal effect of the Company's financial position affects the comparison of certain balance sheet items at December 31, 1996 and at September 30, 1996 such as Accounts Receivable - Net, Notes Payable, Accounts Payable 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 For a discussion of environmental matters, see Note 4 of the Notes to Consolidated Financial Statements in Part I, Financial Information. With regard to the proceedings before the MoPSC and the Circuit Court of Cole County, Missouri upholding the legality of the purchased gas adjustment clause of another Missouri gas utility, an appeal has been filed, as was anticipated by the Company and noted in its most recent Form 10-K in the Regulatory Matters subsection of such Form 10-K's Item 1. Business. All of these proceedings have now been consolidated in one appeal, in which the Company is an intervening party. During the quarter ended December 31, 1996, 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 There were no reports on Form 8-K filed during the quarter ended December 31, 1996. 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: February 10, 1997 G. T. McNeive, Jr. ------------------- G. T. McNeive, Jr. Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 15 Index to Exhibits Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 10.01 Amendment to the Employees' Retirement Plan of Laclede Gas Company-Management Employees adopted by the Board of Directors on December 19, 1996. 17 10.02 Amendment dated December 23, 1996 of the Supplemental Line of Credit Agreement dated August 19, 1996 among the Company, the Chase Manhattan Bank, The Boatmen's National Bank of St. Louis and Mercantile Bank of St. Louis National Association. 20 27 Financial Data Schedule UT 23 Page 16 EX-10.01 2 Date: January 29, 1997 Robert C. Jaudes, as President of Laclede Gas Company, and Gerald T. McNeive, Jr., as Senior Vice President - Finance of Laclede Gas Company, pursuant to certain resolutions adopted by the Laclede Gas Company Board of Directors on December 19, 1996, (the "Subject Resolutions"), which Subject Resolutions, among other things, granted to the President and Senior Vice President - Finance the authority to: (1) have prepared, and to approve, the precise language of any amendments to the Employees' Retirement Plan of Laclede Gas Company - Management Employees (the "Plan") necessary or appropriate to effectuate the changes to such Plan generally described in such Subject Resolutions; and (2) evidence such approval by signing formal plan amendment documents reciting said precise amendment language; do hereby amend the Plan, effective February 1, 1997, as set forth in the attached Exhibit A, such amendment to be effectuated and evidenced by our signatures on said Exhibit A. Page 17 Exhibit A AMENDMENT TO THE EMPLOYEES' RETIREMENT PLAN OF LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES --------------------------------------------- Effective February 1, 1997, a new Article XVIII entitled "1997 SPECIAL ADJUSTMENT FOR EMPLOYEES WHO RETIRED PRIOR TO OCTOBER 1, 1987, THEIR DESIGNATED DEPENDENTS AND ELIGIBLE SPOUSES" is added to read as follows: Section 18.1 - Coverage - ----------------------- Retirees, who were Company Employees immediately prior to their retirement, including, but not limited to, Employees who received Termination Pay prior to receiving their benefits under Article VII, and such Retirees' Designated Dependents and Eligible Spouses, shall be eligible for coverage under this Article XVIII, provided: A. Option 4 under Article IV was not elected by the retiree as the form of retirement benefit; and B. Monthly benefit payments from the Trust Fund began prior to October 1, 1987. Employees who: (1) terminated employment with the Company and are entitled to benefits under Article VIII, including, without limitation, those terminated Employees receiving payments from the Trust Fund prior to October 1, 1987; or (2) elected Option 4 under Article IV; are excluded from coverage under this Article XVIII. Section 18.2 - Increased Retirement Allowance - --------------------------------------------- The monthly Retirement Allowance otherwise payable with respect to covered retirees, as described in Section 18.1, will be increased, effective February 1, 1997, as follows: Date of Retirement, or, with Respect to a Section 5.5 Eligible Spouse Benefit, Amount of Increase in Date of Death Pension Benefits - ------------------------------------- -------------------------- Prior to August 1, 1982 Greater of 8% or $50.00 per month August 1, 1982 through September 30, 1987 Greater of 4% or $25.00 per month On or after October 1, 1987 No increase A Designated Dependent of an Employee who elected Option 2 under Article IV shall receive an increase equal to one-half of the increase to which the retired Employee would have been entitled if the retired Employee was still living on February 1, 1997. Page 18 Section 18.3 - Death Benefit - ---------------------------- The Death Benefit described in Section 5.3 is unchanged by any provision in this Article XVIII. ROBERT C. JAUDES ---------------------------------- Title: Chairman, President and Chief Executive Officer GERALD T. MCNEIVE, JR. ------------------------------------------ Title: Senior Vice President - Finance Page 19 EX-10.02 3 December 23, 1996 The Chase Manhattan Bank One Chase Manhattan Plaza - Third Floor New York, New York 10081 Attention: Mr. Michiel V. M. van der Voort The Boatmen's National Bank of St. Louis One Boatmen's Plaza 800 Market Street St. Louis, Missouri 63166-0236 Attention: Mr. Thomas C. Guyton Mercantile Bank of St. Louis National Association #1 Mercantile Center, 12th Floor P.O. Box 524 St. Louis, Missouri 63101 Attention: Mr. Timothy W. Hassler Gentlemen: Re: Amendment of the line of credit agreement dated August 19, 1996 among Laclede Gas Company (the "Company" or "Laclede"), The Chase Manhattan Bank ("Chase"), The Boatmen's National Bank of St. Louis ("Boatmen's") and Mercantile Bank of St. Louis National Association ("Mercantile") (each a "Bank" and collectively the "Banks". Said line of credit agreement shall hereinafter be called the "Line of Credit Agreement"). This amendatory agreement will confirm our agreement to amend the above-referenced Line of Credit Agreement, effective during the period from January 1, 1997 to March 1, 1997, 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 4 below, each of which Paragraphs shall be effective on January 1, 1997. Page 20 The Chase Manhattan Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association December 23, 1996 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 January 1, 1997, 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 $90 million: Name of Bank Maximum Amount Chase $45,000,000 Boatmen's $22,500,000 Mercantile $22,500,000 2. NEW FORM OF NOTE. Each executed Note in the form of Exhibit A to the Line of Credit Agreement 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. 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 September 30, 1996, in the financial condition of Laclede. 4. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT. Subject only to the amendments expressly set forth in numbered Paragraphs 1 through 3 above, the Line of Credit Agreement is hereby ratified, confirmed and approved in all respects. Without limiting the generality of the foregoing: (a) the interest rate on LIBO Rate Advances and the Facility Fee shall remain as specified in Paragraphs 6 and 7 of the Line of Credit Agreement; and (b) the Termination Date shall remain as specified in Section 1g of the Line of Credit Agreement. Page 21 The Chase Manhattan Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association December 23, 1996 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 amend 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. THE CHASE MANHATTAN BANK By: /s/ Michiel V.M. van Der Voort Name: Michiel V.M. van Der Voort Title: Vice President THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: /s/ Philip V. Hanel Name: Philip V. Hanel Title: Vice President MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By: /s/ Timothy W. Hassler Name: Timothy W. Hassler Title: Assistant Vice President Page 22 EX-27 4
UT 1,000 3-MOS SEP-30-1997 DEC-31-1996 PER-BOOK 455,582 25,074 216,147 64,503 0 761,306 19,423 37,188 194,607 251,218 1,960 0 179,363 0 0 92,000 0 0 0 0 236,765 761,306 193,865 9,393 163,929 173,322 20,543 531 21,074 4,968 16,106 24 16,082 5,706 3,542 (12,929) .92 .92 Capital-surplus-paid-in is net of $24,017 of treasury stock. Page 23
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