-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CF0Kdhd/b2njVMFAerzkgI7GfIUXIOc0EJM1asVn5tf8AqGoFPrfgJR8rxdomcsL Xsz0C65+QIsSOPSf+hFM0w== 0000950114-94-000033.txt : 19940302 0000950114-94-000033.hdr.sgml : 19940302 ACCESSION NUMBER: 0000950114-94-000033 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52357 FILM NUMBER: 94510963 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 S-3 1 LACLEDE GAS COMPANY FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 1994 REGISTRATION NO. 33--------- ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- LACLEDE GAS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI 43-0368139 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 720 OLIVE STREET ST. LOUIS, MISSOURI 63101 314-342-0500 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) R. C. JAUDES, R. J. CARROLL OR D. L. GODINER LACLEDE GAS COMPANY 720 OLIVE STREET ST. LOUIS, MISSOURI 63101 314-342-0500 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: MARCH 7, 1994 IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/ IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. / / ----------------- CALCULATION OF REGISTRATION FEE =============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT* PRICE* REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock 1,000,000 $48.75 $48,750,000 $16,809 - ------------------------------------------------------------------------------------------------------------------------------ Common Stock Purchase Rights 1,000,000 - - - =============================================================================================================================== *Per Rule 457(c) this is the average of the high and low prices reported on the New York Stock Exchange as of February 15, 1994, which is within 5 business days prior to the date of filing this registration statement.
=============================================================================== 2 PROSPECTUS - ---------- LACLEDE GAS COMPANY DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 1,000,000 SHARES OF COMMON STOCK $1 PAR VALUE PER SHARE ----------------- Laclede Gas Company ("Company") is offering through its Dividend Reinvestment and Stock Purchase Plan ("Plan"), a convenient and economical method of purchasing additional shares of Laclede Gas Company common stock, par value $1 per share (the "Common Stock") through the reinvestment of cash dividends and, at the option of a participant in the Plan (the "Participant"), through the investment of optional cash payments. The Plan, which was formerly known as the Laclede Gas Company Dividend Reinvestment Program, was amended effective February 11, 1994 primarily to allow for optional cash payments and the use of newly issued and treasury stock. The Plan is set forth in this Prospectus. This Prospectus relates to one million shares of Common Stock available for issuance under the Plan and one million related Common Stock purchase rights attached to the Common Stock available for issuance under the Plan. See pages 11-17 of this Prospectus for a description of the Company's Common Stock and of certain purchase rights related thereto (the "Rights"). This Prospectus should be retained for future reference. Common Stock offered through the Plan may be purchased either: (a) on any securities exchange where the Common Stock is traded, in the over- the-counter market or through any negotiated transactions; or (b) directly from the Company in the form of newly issued or treasury shares; at the discretion of the Company. The price to Participants of shares of the Common Stock purchased on the open market or through negotiated transactions will be the weighted average of the actual cost per share. The price of newly issued or treasury shares of Common Stock purchased with reinvested dividends or optional cash payments will be the closing sale price of the Common Stock as reported on the New York Stock Exchange's report of composite transactions on the cash dividend payment date. ----------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------- THE DATE OF THIS PROSPECTUS IS FEBRUARY 22, 1994. 3 TABLE OF CONTENTS
PAGE ---- Available Information............................................... 2 Incorporation of Certain Documents by Reference.......................................................... 2 The Company......................................................... 3 Laclede Gas Company Dividend Reinvestment and Stock Purchase Plan............................... 4 Purpose........................................................... 4 Administration.................................................... 4 Participation..................................................... 4 Purchases......................................................... 6 Costs............................................................. 6 PAGE ---- Optional Cash Payments............................................ 6 Reports to Participants........................................... 7 Certificates for Shares........................................... 7 Withdrawal........................................................ 8 Other Information................................................. 9 Tax Responsibility................................................ 9 Use of Proceeds..................................................... 10 Description of Common Stock and Rights.............................. 11 Legal Matters....................................................... 17 Experts............................................................. 18 Indemnification of Directors and Officers........................... 18
AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission ("SEC"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade Center, 13th Floor, New York, New York; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois. Copies of this material can also be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock and Rights are listed on the New York and Chicago Stock Exchanges. Reports, proxy statements and other information concerning the Company can also be inspected and copied at the offices of such Exchanges at: 20 Broad Street, New York, New York; and 440 South LaSalle Street, Chicago, Illinois, respectively. Shareholders of the Company are furnished copies of an Annual Report to Shareholders containing financial statements as of the end of the most recent fiscal year audited and reported upon (with an opinion expressed) by independent certified public accountants. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the SEC pursuant to the Exchange Act are incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-K for the year ended September 30, 1993. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1993. 3. The Company's Form 8-A Registration Statement dated April 17, 1986. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be 2 4 incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"), provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Section 13 of the Exchange Act prior to the filing of the Company's most recent Annual Report on Form 10-K with the SEC shall not be Incorporated Documents or be incorporated by reference in this Prospectus or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE DIRECTED TO MR. DONALD L. GODINER, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, LACLEDE GAS COMPANY, 720 OLIVE STREET, ST. LOUIS, MISSOURI 63101, TELEPHONE NUMBER: (314) 342-0508. THE INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS DOES NOT PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE INCORPORATED DOCUMENTS. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR AN OFFER OR SOLICITATION OF THE SECURITIES OFFERED HEREBY OR THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF SUCH PROSPECTUS. THE COMPANY The Company, which is subject to the jurisdiction of the Missouri Public Service Commission, is a public utility engaged in the retail distribution and transportation of natural gas. It serves the City of St. Louis, St. Louis County, the City of St. Charles and parts of St. Charles County, the town of Arnold, and parts of Jefferson, Franklin, St. Francois, Ste. Genevieve, Iron, Madison and Butler Counties, all in Missouri. As an adjunct to its natural gas distribution and transportation business, the Company operates underground natural gas storage fields and is engaged in the transportation and storage of liquid propane. The Company has engaged in the exploration for and development of natural gas on a utility and nonutility basis. Certain gas production sales are subject to the regulation of the Federal Energy Regulatory Commission. Since 1968, the Company has also made investments in other nonutility businesses as part of a diversification program. The Company's principal executive office is located at 720 Olive Street, St. Louis, Missouri 63101. Its telephone number is 314-342-0500. 3 5 LACLEDE GAS COMPANY DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN The following question and answer statements constitute the full provisions of the Dividend Reinvestment and Stock Purchase Plan, as amended effective February 11, 1994, (the "Plan"). The Plan has been modified principally to provide that (i) persons who have elected to participate in the Plan ("Participants") may make quarterly optional cash payments for investment in Laclede Gas Company Common Stock (the "Common Stock"); and (ii) shares purchased for the Plan may be newly issued or treasury shares of Common Stock OR shares acquired on the open market, all at the discretion of the Company. The Company pays all costs of administration of the Plan. PURPOSE 1. WHAT IS THE PURPOSE OF THE PLAN? The Plan offers shareholders of record of Common Stock ("Shareholders") a convenient and economical method of increasing their ownership of Common Stock. Once a Participant is enrolled in the Plan, cash dividends and any optional cash payments made by the Participant will be used to purchase additional shares of Common Stock on each cash dividend payment date. The Company shall, at its sole option, direct that Common Stock be purchased from time to time from the Company or in the market. To the extent that such shares are purchased from the Company, the Company will receive funds which will be used for investment in plant or for other general corporate purposes. Full reinvestment of dividend funds is possible under the Plan because the Plan permits fractions of shares, as well as full shares, to be credited to Participants' accounts. Dividends on such fractions of, as well as on full, shares will be credited to Participants' accounts. Under the Plan, the Company, and not the Participants, will pay any brokerage fees or commissions associated with purchases in the market. ADMINISTRATION 2. WHO WILL ADMINISTER THE PLAN? The Company will administer the Plan. Boatmen's Trust Company (hereinafter the "Agent") will serve as agent for the Participants, performing such functions as keeping a continuing record of Participants' accounts, purchasing all shares for the Participants, advising them of purchases, and performing other duties related to the Plan. The Common Stock purchased for the accounts of the Participants will be registered in the name of the Agent as custodian for Participants in the Plan. If the Agent ceases to serve as agent and custodian, its successor will be designated by the Company. Information on how to contact the Agent is set forth in the response to Question 23. PARTICIPATION 3. WHO IS ELIGIBLE TO PARTICIPATE? All holders of record of shares of Common Stock are eligible to participate in the dividend reinvestment feature and the optional cash payment feature of the Plan. An owner of Common Stock 4 6 whose shares are registered in a name other than his or her own (for example, the name of a broker or bank nominee) who wants to participate in the Plan must become a shareholder of record by having his or her shares intended to be included in the Plan transferred into his or her own name, or by purchasing new shares in his or her own name. To participate in the optional cash feature of the Plan, a Shareholder must also participate in the dividend reinvestment feature. 4. MUST A SHAREHOLDER PARTICIPATE IN THE DIVIDEND REINVESTMENT FEATURE OF THE PLAN WITH ALL CASH DIVIDENDS PAID ON ALL COMMON SHARES OWNED OF RECORD? Yes. A Shareholder electing to participate in the Plan must participate with all cash dividends paid on all Common Stock owned of record by the Participant. After enrolling to participate in the Plan, all cash dividends on shares held by a Participant in certificate form and registered in the Participant's name and all cash dividends on shares held under the Plan, including all shares acquired through optional cash payments made by a Participant and all shares acquired under the Plan's dividend reinvestment feature, will be used to purchase additional shares under the Plan. 5. HOW DO ELIGIBLE PERSONS PARTICIPATE? An eligible Shareholder may join the Plan at any time by completing an Authorization Form and returning it to the Agent. Authorization Forms will be furnished in March, 1994 to all Shareholders of record and may be obtained at any time thereafter by written request to the Agent or by telephoning the Agent at the appropriate address or toll free number listed in the response to Question 23. 6. WHEN MAY AN ELIGIBLE PERSON JOIN THE PLAN? A Shareholder of record may join the Plan at any time. If the Agent receives a properly completed Authorization Form for dividend reinvestment before the record date for the payment of the next cash dividend, then the dividend will be used to purchase additional shares of Common Stock on the next cash dividend payment date. If such Authorization Form is received on or after the record date for the next cash dividend but on or before the applicable cash dividend payment date, dividend reinvestments will not start until the payment of the next following cash dividend. Dividends are currently paid on or about January 2, April 1, July 1 and October 1. The record dates will normally be around the eleventh day of the month prior to the dividend payment date; however, the record date for the April 1, 1994 cash dividend payment is expected to be on or about March 21, 1994. Optional cash payments may be received by the Agent no earlier than 28 days and no later than five days prior to the next cash dividend payment date. Optional cash payments received before or after such dates will be returned to the Participants. No interest will be paid on optional cash payments held by the Agent pending investment. 7. WHAT DOES AN AUTHORIZATION FORM AUTHORIZE? An Authorization Form authorizes the Agent, on behalf of the Participant, to receive all cash dividends on the shares of Common Stock registered in the Participant's name and on those shares of Common Stock acquired for the Participant in the Plan, and to use these cash dividends to purchase shares of Common Stock on each dividend payment date; and to use any timely received optional cash 5 7 payments to purchase shares of Common Stock on the next cash dividend payment date. Any such authorization shall continue until it is withdrawn by the Participant. PURCHASES 8. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS? The number of shares purchased will depend on the amount of a Participant's cash dividend, optional cash payment and the purchase price of the shares. Each Participant's account will be credited with that number of shares, including fractions computed to four decimal places, equal to the total amount invested divided by the purchase price. 9. WHAT IS THE PRICE OF THE SHARES PURCHASED UNDER THE PLAN? When the Agent purchases shares of Common Stock from the Company, the price per share of shares purchased by the Participants on the applicable cash dividend payment date will be the closing sales price for the Common Stock on the New York Stock Exchange report of composite transactions on the applicable cash dividend payment date (or the previous trading day if the dividend payment date is not a day on which Common Stock was traded). In each case, the price will be calculated to four decimal places. No shares will be sold by the Company for less than the par value thereof. If the Company, at its option, directs the Agent to purchase part or all of the Common Stock in the open market instead of from the Company, the price per share to Participants will be based on the weighted average price carried to four decimal places of the actual purchase price of the shares then being acquired on the open market by the Agent, exclusive of brokerage commissions and expenses. The Company will pay any such brokerage commissions and expenses. It should be recognized that, since investment prices are determined as of specified dates, a Participant loses any advantage which might otherwise be available from being able to select more precisely the timing of the Participant's investment. COSTS 10. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN? The Company will pay all administrative costs of the Plan. Participants will pay no brokerage commissions, expenses or service charges under the Plan in connection with purchases under the Plan. When shares are sold by the Agent for a Participant, however, the Participant will be responsible for any brokerage commissions or service charges incurred on the sale of shares. OPTIONAL CASH PAYMENTS 11. HOW ARE OPTIONAL CASH PAYMENTS MADE? Participants may make optional cash payments of not less than $100 for each calendar quarter and not more than $30,000 for a calendar year. Optional cash payments must be received by the Agent no earlier than 28 days and no later than five days prior to a cash dividend payment date. Cash payments received before or after such dates will be returned to the Participants. Each optional cash payment by 6 8 a Participant shall be made by check or money order payable to the Agent and mailed to the Agent WITH A REMITTANCE FORM FOR OPTIONAL CASH PAYMENTS FURNISHED FOR THAT PURPOSE, except that when enrolling in the Plan an optional cash payment may be made by the Participant by enclosing a check or money order with the Authorization Form. The same amount of money need not be sent each time, subject to the minimum and maximum payment levels, and there is no obligation to make optional cash payments. The Agent will acknowledge receipt of ALL optional cash payments. A Participant may withdraw the amount of any optional cash payment prior to investment if written notice of the intent to withdraw is received by the Agent NO LATER THAN THE CLOSE OF BUSINESS ON THE THIRD BUSINESS DAY preceding the next cash dividend payment date. No interest will be paid on optional cash payments held by the Agent pending investment. Participants should not send cash. REPORTS TO PARTICIPANTS 12. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN? Each Participant will receive a statement of account each quarter showing amounts invested, purchase prices, number of shares purchased and other information for that quarter. Participants will also receive written notice of any changes in the Plan. In addition, each Participant will receive all communications sent to every holder of Common Stock, including the Company's annual report to shareholders, the notices of meetings of shareholders, the proxy statement and proxies. CERTIFICATES FOR SHARES 13. WILL CERTIFICATES BE ISSUED FOR THE COMMON STOCK PURCHASED FOR THE PARTICIPANTS IN THE PLAN? Normally, certificates for Common Stock purchased under the Plan will not be issued to Participants in their names but will be registered in the name of the Agent and credited to the Participants' Plan accounts. However, upon a Participant's written request, certificates for any number of whole shares credited to the Participant's account will be issued in the Participant's name, and delivered to the Participant. Requests for certificates shall be handled without charge to Participants. After such a delivery of certificates, a Participant must continue to participate in the Plan with shares represented by such certificates until such time as the shares are sold or otherwise transferred or until the Participant terminates participation in the Plan. Any remaining fractional or whole shares will continue to be credited to the Participant's Plan account. Certificates for fractions of shares will not be issued to a Participant. Common Stock credited to the account of a Participant under the Plan may not be pledged. A Participant who wishes to pledge Common Stock must request that certificates for such Common Stock be issued in his or her name, or by purchasing shares in his or her name. Pledged, certificated shares registered in the name of a Participant, like all other certificated shares so registered, will be and remain in the dividend reinvestment feature of the Plan. 7 9 Certificates for whole shares purchased under the Plan will be accompanied by the same common stock purchase rights ("Rights") as shall accompany the same number of shares purchased outside the Plan, and the shares in the Participant's Plan account shall also include such Rights. WITHDRAWAL 14. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN? A Participant may withdraw from the Plan by sending a written request to withdraw to the Agent. When a Participant withdraws from the Plan, the Participant has two options: A Participant may elect (i) to receive a certificate for ALL of the whole shares credited to the Participant's Plan account and receive a cash payment for any fraction of a share, or (ii) to have the Agent sell ALL of the Participant's Plan shares and receive a check for the proceeds less any related brokerage commissions and transfer taxes. In order to take advantage of economies inherent in bulk sales, sales of whole and fractional shares will be accumulated; sales transactions will, however, normally occur at least every 30 days. Cash payments for whole and fractional shares will be based on the actual sales price of the shares on the sale date. It should be recognized that if the Participant elects to have the Agent sell his or her stock, the Participant loses any advantage which might otherwise be available from being able to select more precisely the timing of the sale of his or her shares. 15. WHEN MAY PARTICIPANTS WITHDRAW FROM THE PLAN? A Participant may withdraw from the Plan at any time, upon written notification to the Agent. If a Participant's request to withdraw is received by the Agent prior to the record date for the next cash dividend, the dividend paid on such dividend payment date will be sent to the Participant and any optional cash payment previously sent to the Agent and not yet invested will be returned. If a Participant's request to withdraw is received by the Agent on or after the record date but on or before the applicable cash dividend payment date, the dividend paid on the dividend payment date and any optional cash payments received will be used to purchase shares under the Plan. After the dividend payment date, the Participant will receive, depending upon his or her election in the request to withdraw, a certificate for the whole shares in his or her Plan account and a check for any fractional share, or a check for the proceeds of all of his or her shares, whole and fractional, credited to his or her Plan account less any related brokerage commissions and transfer taxes. All subsequent dividends will be sent to the Participant unless he or she re-enrolls in the Plan. Death of a Participant will not constitute termination of participation in or withdrawal from the Plan. To terminate participation and withdraw from the Plan on behalf of the estate of a deceased Participant, the Agent must receive written notice of the death, accompanied by payment instructions and evidence satisfactory to the Agent of the authority of the person communicating with the Agent to act on behalf of such estate. 16. WHEN MAY FORMER PARTICIPANTS REJOIN THE PLAN? Generally, a former Participant may again become a Participant at any time. However, the Company reserves the right to reject any Authorization Form from a previous Participant on grounds 8 10 of excessive joining and termination. Such reservation is intended to minimize unnecessary administrative expense and to encourage use of the Plan as a long-term investment service. OTHER INFORMATION 17. WHAT HAPPENS TO THE PARTICIPANT'S PLAN ACCOUNT IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT? Any stock dividends or split shares distributed by the Company on Common Stock held in the Plan for a Participant will be credited to the Participant's Plan account. 18. HOW WILL PARTICIPANTS' COMMON STOCK BE VOTED AT MEETINGS OF SHAREHOLDERS? For each meeting of Shareholders, Participants will receive proxies which will enable them to vote shares of Common Stock credited to the Participants' accounts. No shares credited to a Participant's account will be voted unless a proxy from the Participant has been received for the shares. 19. MAY THE PLAN BE CHANGED OR DISCONTINUED? The Company reserves the right to suspend, modify or terminate the Plan at any time. Notice of any such suspension, material modification or termination of the Plan will be sent to all Participants. Termination of the Plan will have the same effect and be accomplished as to each Participant in the same manner as if the Participant had completely withdrawn from participation in the Plan. 20. WHO INTERPRETS AND REGULATES THE PLAN? The Company reserves the right to interpret and regulate the Plan as it deems desirable or necessary. Neither the Company nor the Agent, in administering the Plan, will be liable for any act done in good faith or for any omission to act in good faith, including, without limitation, any act giving rise to a claim of liability arising from (i) failure to terminate a Participant's account upon such Participant's death prior to the receipt of written notice of such death as set forth in the response to Question 15; (ii) the times and prices at which shares are purchased or sold for a Participant's account; or (iii) fluctuations in the market price of the Company's common shares. A Participant should recognize that neither the Company nor the Agent can assure a profit or protect against a loss on the Common Stock purchased under the Plan. TAX RESPONSIBILITY 21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN? Dividends that are reinvested for a Participant are subject to income taxes as if they had been paid directly to the Participant in cash. In addition, the Internal Revenue Service has issued a private ruling on an arrangement similar to this Plan to the effect that any brokerage commissions and brokerage service charges paid by the Company on a Participant's behalf are to be treated as dividend income to the Participant. Accordingly, the Agent will send each Participant a year-end statement showing dividends invested, service charges and any brokerage commissions paid on the Participant's behalf, and the Participant should retain this statement for the Participant's tax records. 9 11 The price at which shares are purchased will be determined as described in the response to Question 9. The Internal Revenue Service private ruling also stated that any brokerage commissions and brokerage service charges may be added to the cost basis of the shares purchased for a Participant's account. Participants will need to know this information to compute taxable gains or losses upon a sale of the shares. A Participant will not realize any federal taxable income solely by reason of the receipt of certificates for whole shares of Common Stock previously credited to the Participant's account, whether upon request, withdrawal from the Plan, or the Company's termination thereof. However, gain or loss will be realized when shares, whether whole or fractional, are sold for the Participant and the Participant receives a check for the proceeds of such sale. The amount of the gain or loss and its character will depend upon the circumstances of each Participant. PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS FOR MORE SPECIFIC INFORMATION, PARTICULARLY SINCE INTERPRETATIONS AND LAWS, REGULATIONS AND RULINGS MAY CHANGE OVER TIME. 22. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS SUBJECT TO UNITED STATES INCOME TAX WITHHOLDING? In the case of foreign Shareholders who elect to have their dividends reinvested and whose dividends are subject to United States income tax withholding, the Agent will invest in shares of Common Stock an amount equal to the dividends of such foreign Participants less the amount of tax required to be withheld. The quarterly statement of account confirming purchases made by the Agent for such foreign Participants will indicate the net dividend payment invested and the amount of tax withheld. Optional cash payments received from foreign Shareholders must be in United States dollars and will be invested in the same way as optional cash payments from other Participants. 23. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED? Boatmen's Trust Company, Agent Corporate Trust Administration P.O. Box 14768 St. Louis, Missouri 63178-4768 or Telephone at: 1-314-466-1357 from St. Louis, Missouri 1-800-456-9852 outside St. Louis (Continental U.S.) USE OF PROCEEDS At present, one million shares of additional authorized but unissued and treasury Common Stock are available for sale under the Plan. The net proceeds from the sale of the Common Stock sold pursuant to the Plan will be applied toward investment in plant and other general corporate purposes. The Company does not know either the number of shares of Common Stock that will ultimately be sold pursuant to the Plan or the prices at which such shares will be sold. 10 12 DESCRIPTION OF COMMON STOCK AND RIGHTS GENERAL The Company is authorized by its Articles of Incorporation, as amended (the "Articles"), to issue 50 million shares of Common Stock ($1 par value), of which 15,586,462 shares were issued and outstanding as of the date of this Prospectus. The outstanding Common Stock is traded on the New York Stock Exchange and Chicago Stock Exchange under the symbol LG. The following are summaries relating to the Common Stock and Rights (the terms of which Rights are hereinafter summarized under the caption "Common Stock Purchase Rights"), and of certain features of the Company's $25 par value, 5% Series B Preferred Stock, and $25 par value, 4.56% Series C Preferred Stock (all shares of Preferred Stock, regardless of series, being referred to collectively as the "Preferred Stock"); and of certain provisions of the Articles, the General and Business Corporation Law of Missouri, and the Company's Mortgage and Deed of Trust dated as of February 1, 1945 as supplemented and amended (the "Mortgage"). This summary of certain rights and privileges of the holders of Common Stock and Rights does not purport to be complete and is qualified in its entirety by reference to the Articles, the laws of the State of Missouri, the Mortgage and, with respect to the Rights, the Rights Agreement dated as of April 17, 1986, between the Company and The Boatmen's National Bank of St. Louis, Rights Agent. DIVIDEND RIGHTS After payment in full of cumulative dividends on the preferred stock of all series, the Board of Directors may declare dividends upon the Common Stock out of funds legally available therefor, subject to the following dividend restrictions: Each series of the Preferred Stock is entitled, in preference to the Common Stock, to receive cumulative cash dividends at its respective designated rate payable quarterly on March 31, June 30, September 30, and December 31 of each year when and as declared by the Board of Directors out of funds legally available therefor. Dividends on the Preferred Stock are cumulative. Under the terms of the Company's Mortgage so long as any of the bonds of the 9 5/8% Series due May 15, 2013, or the 8 1/2% Series due November 15, 2004, or the 8 5/8% Series due May 15, 2006, or the 7 1/2% Series due November 1, 2007, or the 6 1/4% Series due May 1, 2003, are outstanding, the Company will not declare or pay any dividends on Common Stock (other than dividends in Common Stock) or purchase, redeem or otherwise acquire or retire for value Common Stock, if the aggregate net amount expended for such dividends, acquisitions, and the like, after September 30, 1953, would exceed: (a) the net income available for Common Stock for the period beginning October 1, 1953, and ending with the last day of the calendar quarter immediately preceding the declaration of such dividend, or ordering of such distribution, or the taking of such other action; plus (b) $8,000,000. The aggregate net amount of the dividends and other restricted payments shall be determined by deducting from the aggregate amount thereof the total amount of cash payments received by the Company after September 30, 1953, for any shares of Common Stock sold by the Company after that date. 11 13 As of February 1994, the availability for distribution of the Company's retained earnings was not impaired to any material extent by the restriction described in the immediately preceding paragraph. Under the Company's Articles, if the stated capital represented by all stock junior to the Preferred Stock plus paid-in and capital surplus and retained earnings is less than 25% of the total capitalization (such percentage was approximately 56% at December 31, 1993), no dividends (other than stock dividends) will be paid on such junior stock unless (i) such dividend is not more than 75% of the net earnings of the Company after provision for dividends on the Preferred Stock outstanding earned during the fiscal year in which such dividend is declared and before the end of the quarter in which such dividend is declared or (ii) such dividend together with all dividends on stock junior to the Preferred Stock declared or paid since the earliest date of issue of any of the then outstanding Preferred Stock aggregate not more than 75% of the net earnings of the Company after provision for dividends on the Preferred Stock outstanding earned between said earliest date of issue and the end of the quarter in which such dividend is declared. The Series B Preferred Stock provides for a sinking fund designed to retire 6,400 shares in each year commencing in 1962 and the Series C Preferred Stock provides for such a fund designed to retire 4,000 shares annually commencing in 1968. If the sinking fund requirements are not met, the Company may not pay dividends on or acquire any Common Stock. However, to the extent that net earnings (as defined) after preferred dividends are less than the sinking fund requirement, the sinking fund payment may be reduced and such reduction for such year is deemed an excused failure. No dividends may be paid on Common Stock for the twelve months following an excused failure unless the amount in default is set aside in full. VOTING RIGHTS Except as hereinafter stated, the holders of the Common Stock are entitled to one vote for each share of such Common Stock held of record at all stockholder meetings, and such holders have the sole voting rights. No shares of any series of Preferred Stock are entitled to vote at any meeting of stockholders or election of Directors of the Company except that whenever six quarterly dividends payable thereon shall be in default, then until no dividends on any Preferred Stock are in default, the holders of the Preferred Stock of all series, voting as a class, will have the right to elect the minimum number of Directors required to constitute a majority of the full Board, with the minority of the full Board being elected by the holders of Common Stock, voting as a separate class. Cumulative voting (determined in accordance with the procedure set forth under Missouri law) is applicable to all elections of Directors. The Company's Articles and By-Laws provide that the Board of Directors be classified into three classes, with one class to be elected each year, and with each class to be elected for a term of three years, and to be of a size as nearly equal to the other classes as possible. Article IV of the Company's Articles also provides that a change in the number of members of the Board to a number less than nine or more than twelve, or a change in classification of the Board, requires the affirmative vote of holders of at least two-thirds of the shares outstanding and entitled to vote thereon; and that the entire Board could be removed, with or without cause, by the affirmative vote of holders of at least two-thirds of the 12 14 shares outstanding and entitled to vote thereon. Furthermore, less than the entire Board could be removed, with or without cause, by a vote of holders of at least two-thirds of the shares outstanding and entitled to vote thereon, except that no Director may be removed by shareholders if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the class of directors of which he is a member. Article IV of the Articles may be amended or repealed only upon the affirmative vote of holders of at least two- thirds of the shares outstanding and entitled to vote thereon. In addition to the foregoing description relating to removal by shareholder action, a director may also be removed, under Missouri law, by a majority of the board for failure to meet qualifications for his election set forth in a corporation's articles or by-laws, or for breach of any contract relating to his service as a director or employee. LIQUIDATION RIGHTS Upon any dissolution, liquidation or winding up of the Company resulting in a distribution to its stockholders, the holders of the Common Stock are entitled to receive all assets remaining after the requisite payments have been made to the holders of the Preferred Stock. PREEMPTIVE OR OTHER SUBSCRIPTION RIGHTS The Company's shares of Common Stock have limited preemptive rights. Article III-B of the Company's Articles provides, in substance, that holders of shares of the Company's Common Stock shall have no preemptive right to acquire any shares of capital stock (or any securities convertible into shares of capital stock) issued for money or other consideration unless the Board of Directors of the Company determines to sell Common Stock (or securities convertible into Common Stock) solely for money and other than: (1) by a public offering; (2) through underwriters who will promptly make a public offering; or (3) pursuant to an authorization by a majority of outstanding common shares entitled to vote. OTHER PROVISIONS All of the outstanding shares of Common Stock are, when issued and paid for, fully paid and non-assessable. TRANSFER AGENT AND REGISTRAR The registrar, transfer agent, and dividend disbursing agent for the Company's Common Stock and the Preferred Stock is Boatmen's Trust Company, Corporate Trust Administration, P.O. Box 14737, St. Louis, Missouri 63178-4737. MISSOURI TAKEOVER STATUTES Under Missouri law, a person (or persons acting as a group) who acquires 20% or more of the outstanding stock of an "issuing public corporation" will not have voting rights, unless: (i) such acquiring person satisfies certain statutory disclosure requirements, and (ii) the restoration of voting rights to such acquiring person is approved by the issuing public corporation's shareholders. Additional shareholder approval is required to restore voting rights when an acquiring person has 13 15 acquired one-third and a majority, respectively, of the outstanding stock of the issuing public corporation. Missouri law also regulates a broad range of "business combinations" between a "resident domestic corporation" and an "interested shareholder." "Business combination" is defined to include, among other things, mergers, consolidations, share exchanges, asset sales, issuances of stock or rights to purchase stock and certain related party transactions. "Interested shareholder" is defined as a person who: (i) beneficially owns, directly or indirectly, 20% or more of the outstanding voting stock of a resident domestic corporation or (ii) is an affiliate of a resident domestic corporation and at any time within the last five years has beneficially owned 20% or more of the voting stock of such corporation. Missouri law prohibits a resident domestic corporation from engaging in a business combination with an interested shareholder for a period of five years following the date on which the person became an interested shareholder, unless the Board of Directors approved the business combination before the person became an interested shareholder. Business combinations after the five-year period following the stock acquisition date are permitted only if: (i) the Board of Directors approved the acquisition of the stock prior to the acquisition date, (ii) the business combination is approved by the holders of a majority of the outstanding voting stock (other than the interested shareholder), and (iii) the consideration to be received by shareholders meets certain statutory requirements with respect to form and amount. The Company is both an "issuing public corporation" and a "resident domestic corporation" subject to the Missouri takeover statutes described above. Missouri law defines each type of entity as including a Missouri corporation having: (i) one hundred or more shareholders, (ii) its principal place of business, principal office or substantial assets in Missouri, and (iii) certain prescribed percentages of stock ownership by Missouri residents. BUSINESS COMBINATION PROVISION IN ARTICLES Under Article VII of the Company's Articles, certain Business Combinations (as defined in Article VII) involving the Company and any beneficial owner directly or indirectly of 10% or more of the outstanding voting shares of the Company (a Substantial Shareholder) would normally require approval by the affirmative vote of the GREATER of: (i) 80% of all of the Company's Common Stock; or (ii) a majority of all such Common Stock not owned directly or indirectly by the Substantial Shareholder, PLUS all of such Common Stock then owned directly or indirectly by the Substantial Shareholder (the greater of clauses (i) and (ii) being hereinafter called the "Special Vote"). However, only a two-thirds ( 2/3) affirmative vote would be required if: (1) the transaction is approved by a majority of those directors who were in office at the time the Substantial Shareholder became such, or certain of their successors, (collectively, the Continuing Directors); or (2) the shareholders receive consideration in a Business Combination not less than the GREATEST of: (a) the highest per share price paid by the Substantial Shareholder in acquiring any of the Substantial Shareholder's shares; or (b) the Fair Market Value (as defined in Article VII) on the date the merger or consolidation is approved by the Board; or (c) the highest price then being offered per share in any other bona fide offer outstanding on the date the Business Combination is approved by the Board; and certain proscribed dividend actions have not occurred. 14 16 Article VII may be subsequently amended (the "Subsequent Proposal") only by the Special Vote, unless: (a) there is no Substantial Shareholder, and the Subsequent Proposal has been approved by a majority of the Company's Board; or (b) there is a Substantial Shareholder and the Subsequent Proposal has been approved by a majority of the Continuing Directors. In such latter two instances, only the affirmative vote of holders of a majority of the Common Stock would be required for its adoption. Under Article VII the following terms are respectively defined as follows: A "Substantial Shareholder" is defined generally as anyone who is the beneficial owner of more than 10% of the outstanding shares of the Company entitled to vote in an election of directors. The term "beneficial owner" includes, without limitation, persons directly and indirectly owning or having the right to acquire, vote or dispose of the stock. The Company is not aware of the existence of any shareholder or group of shareholders which would be a Substantial Shareholder, or which has indicated any intention of becoming a Substantial Shareholder. A "Continuing Director" includes any member of the Board who is not affiliated with a Substantial Shareholder and who was a director prior to the time the Substantial Shareholder became such, and any successor of a Continuing Director who is not an affiliate of a Substantial Shareholder and was recommended or elected to succeed a Continuing Director by a majority of Continuing Directors. A "Business Combination" includes generally the following types of transactions: (a) a merger or consolidation of the Company or any subsidiary with a Substantial Shareholder; (b) the sale or other disposition by the Company or a subsidiary of assets of $10 million or more if a Substantial Shareholder is a party to the transaction; (c) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of a Substantial Shareholder; or (d) any reclassification of securities, recapitalization, merger with a subsidiary or other transaction which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding equity or convertible securities of the Company or a subsidiary owned by a Substantial Shareholder. "Fair Market Value" means: (a) as to stock, the highest closing sale price per share during the thirty (30) days prior to approval of the Business Combination by the Board, as reported by the stock exchange where listed; or, if not listed, the highest closing bid quotation during such period; or, if there is no reported sale or bid price, then the fair market value on the approval date as determined by a majority of the Continuing Directors; and (b) as to property or securities other than cash or stock, the fair market value on the approval date as determined by a majority of the Continuing Directors. COMMON STOCK PURCHASE RIGHTS On May 1, 1986, the Company distributed a dividend distribution of one Common Stock Purchase Right (the "Rights") for each outstanding share of Common Stock of the Company (other than shares held in the Company's treasury) to shareholders of record at the close of business on May 1, 1986. Except as set forth below, each Right entitles the registered holder to purchase from the Company one share of Common Stock at a price of $100 per share, subject to adjustment (the "Purchase Price"). The Purchase Price, as adjusted to reflect a recently completed stock split, is now $50 per share. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Boatmen's National Bank of St. Louis, as Rights Agent (the "Rights Agent"). 15 17 Until the earlier of (i) ten days following the first to occur of (a) a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, 20% or more of the outstanding shares of Common Stock of the Company (such person or group of affiliated or associated persons who have made, or obtained the right to make, such acquisition being hereinafter called an "Acquiring Person") or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the "Stock Acquisition Date") or (ii) ten days following the commencement or announcement of an intention to make a tender offer or exchange offer for 30% or more of the outstanding shares of such Common Stock (the earlier of the dates in clause (i) or (ii) above being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates issued as of May 1, 1986 (other than the issued but not outstanding shares held in the Company's treasury), by such Common Stock certificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after May 1, 1986, upon transfer, new issuance or issuance from the Company's treasury of the Company's Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of May 1, 1986 will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate certificates alone will then evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 1, 1996, unless earlier redeemed by the Company, as described below. The Purchase Price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Common Stock, (ii) upon the issuance of Common Stock or rights to subscribe for shares of Common Stock or securities convertible into Common Stock at less than the then current market price of the Common Stock, or (iii) upon the distribution to holders of Common Stock of securities (other than those described in (ii) above), evidences of indebtedness or assets (excluding regular periodic cash dividends at a rate not in excess of 150% of the last cash dividend theretofore paid or dividends payable in Common Stock). In the event that, following the Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its assets or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise of the Right and payment of the Purchase Price, that number of shares of common stock of the surviving or purchasing company (or, in certain cases, one of its affiliates) which at the time of such transaction would have a market value of two times the Purchase Price. In the event that (i) the Company were the surviving corporation in a merger with an Acquiring Person (or any affiliate or associate thereof) and shares of its Common Stock were not changed or exchanged, (ii) an Acquiring Person, its associates or its affiliates were to engage in one of a number of 16 18 transactions with the Company specified in the Rights Agreement, or (iii) a person, including its affiliates or associates, were to become the beneficial owner of 40% or more of the outstanding Common Stock, then each Right would entitle the holder to purchase one share of Common Stock for one-third of the then market price of the Common Stock. Any Rights that are beneficially owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person will become null and void upon the occurrence of any of the events described in the preceding paragraph and any holder of such Rights will have no right to exercise such Rights from and after the occurrence of such an event. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least one percent in such Purchase Price. No fractional shares will be issued. In lieu of fractional shares, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time until the expiration of ten days following public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, 20% or more of the outstanding shares of Common Stock of the Company, the Company may elect to redeem the Rights in whole, but not in part, at a price of $.05 per Right. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A dated April 17, 1986. A copy of the Rights Agreement is available to shareholders free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference. MISCELLANEOUS The Company reserves the right to increase, decrease or reclassify its authorized capital stock, or any class or series thereof, and to amend or repeal any provisions in the Articles or in any amendment thereto in the manner now or hereafter prescribed by law, subject to the limitations in the Articles; and all rights conferred on the holders of Common Stock in the Articles or any amendment thereto are subject to this reservation. The high, low and closing prices on February 15, 1994 for the Company's Common Stock as reported in a summary of composite transactions in stock listed on the New York Stock Exchange (the principal market for the Common Stock) were $49, $48 1/2 and $48 1/2 per share, respectively. LEGAL MATTERS The legality of the additional Common Stock has been passed upon by Donald L. Godiner, Senior Vice President, General Counsel and Secretary for the Company. 17 19 EXPERTS The financial statements and the related financial statement schedules incorporated in this Prospectus by reference from the Company's most recent Annual Report on Form 10-K have been audited by Deloitte & Touche, independent auditors, as stated in their reports, which are incorporated by reference herein, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Articles and Missouri Statutes provide for indemnification of the Company's officers and directors under certain circumstances, which may include liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. 18 20 LACLEDE GAS COMPANY PROSPECTUS FOR DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN DATED FEBRUARY 22, 1994 21 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Filing fees-Securities and Exchange Commission: Registration Statement..................................................................... $16,809 New York Stock Exchange Listing Fees........................................................ 1,500 Chicago Stock Exchange Listing Fees......................................................... 7,500 *Accountants' Fee........................................................................... 2,500 *Printing and engraving costs............................................................... 5,500 *Miscellaneous expense (including blue-sky expense)......................................... 785 ------- *Total Expenses........................................................................... $34,594 ======= - ----- *Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 351.355 of The General and Business Corporation Law of Missouri (the "Indemnification Statute"), the Company may indemnify any director or officer or former director or officer of the Company who was or is made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding in his capacity as an officer or director of the Company against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, provided that, in a threatened, pending or completed action or suit by or in the right of the Company, (i) the Company may indemnify him against expenses, including attorneys' fees and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. With respect to any criminal action or proceeding, the above indemnification would only apply where the director or officer or former director or officer had no reasonable cause to believe his conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction or plea of nolo contendere does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company and, with respect to criminal proceedings, had reasonable cause to believe his conduct was unlawful. The Indemnification Statute further provides that any corporation shall have the power to give any additional indemnity to any person who is or was a director, officer, employee or agent, provided that such additional indemnity (i) is authorized by the articles of incorporation or any by-law or agreement of the corporation adopted by a vote of the stockholders and (ii) shall not indemnify any person from or on account of such person's conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The above is a general summary of the Indemnification Statute and is subject in all cases to the specific and detailed provisions of The General and Business Corporation Law of Missouri. The Articles of Incorporation ("Articles") of the Company provide that the Company shall indemnify each of its directors and officers to the full extent permitted by the Indemnification Statute and, in addition, shall indemnify each of them against all expenses incurred in connection with any claim by reason of the fact that such director or officer is or was serving the Company, or at the request of the Company, in any of the various corporate or fiduciary capacities referred to in the II-1 22 Indemnification Statute, or arising out of such person's status in any such capacity, provided that the Company shall not indemnify any person from or on account of such person's conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, or to the extent that such indemnification shall otherwise be finally adjudged to be prohibited by applicable law. The Indemnification Statute further provides that any corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, against any liability asserted against him and incurred by him in any such capacity. In accordance with this section, the Company has obtained insurance protecting the officers and directors against certain liabilities. The Company has also entered into indemnification agreements with each of its directors and officers that (i) provide for the indemnification of each such director and officer to the extent provided for by the above-described Articles and (ii) state that the indemnification provided thereunder shall survive the elimination or modification of such Articles with respect to claims that have arisen prior to such elimination or modification. The rights of indemnification provided for above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under the Articles or by-laws or any agreement, vote of stockholders or disinterested directors, or otherwise. ITEM 16. LIST OF EXHIBITS. Reference is made to the information contained in the Index to Exhibits filed as part of this Registration Statement. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the registration statement is on Form S-3, and the information required to be included in a post-effective amendment by (i) and (ii) is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and State of Missouri, on the 22nd day of February, 1994. LACLEDE GAS COMPANY By: ROBERT J. CARROLL ..................................... (Robert J. Carroll) Senior Vice President-Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- *R. C. JAUDES Chairman of the Board, February 22, 1994 .............................................................President, Chief Executive (R. C. Jaudes) Officer and Director *R. J. CARROLL Senior Vice President-Finance February 22, 1994 .............................................................(Principal Financial and (R. J. Carroll) Accounting Officer) *A. B. CRAIG, III Director February 22, 1994 ............................................................. (A. B. Craig, III) *H. GIVENS Director February 22, 1994 ............................................................. (H. Givens) *J. L. HOAGLAND Director February 22, 1994 ............................................................. (J. L. Hoagland) *C. R. HOLMAN Director February 22, 1994 ............................................................. (C. R. Holman) *M. A. KREY Director February 22, 1994 ............................................................. (M. A. Krey) *W. E. NASSER Director February 22, 1994 ............................................................. (W. E. Nasser) *B. F. SCHENK Director February 22, 1994 ............................................................. (B. F. Schenk) *R. P. STUPP Director February 22, 1994 ............................................................. (R. P. Stupp) *H. E. TRUSHEIM Director February 22, 1994 ............................................................. (H. E. Trusheim) *By: ROBERT J. CARROLL ................................................................. (Attorney-in-Fact)
II-3 24 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE ------- ------- ----------- 4(a)* Laclede Gas Company Dividend Reinvestment and Stock Purchase Plan, amended as of February 11, 1994, contained on pages 4-10 of the Prospectus which is a part of this Registration Statement on Form S-3 (File No. 1-1822). 4(b) Articles of Incorporation of Laclede Gas Company as of February 11, 1994. ---- 4(c)* By-laws filed as Exhibit 3.01 to the Company's 10-K for the fiscal year ended September 30, 1990 (File No. 1-1822). 4(d)* Certified copy of resolutions of the Company's Board of Directors adopted on November 21, 1991 amending Article IV, Section 1 of the Company's By-laws, effective January 22, 1992; filed as Exhibit 3.01a to the Company's 10-K for the fiscal year ended September 30, 1991 (File No. 1-1822). 4(e)* Rights Agreement between Laclede Gas Company and The Boatmen's National Bank of St. Louis, filed as Exhibit 1 to Form 8-A Registration Statement dated April 7, 1986 (File No. 1-1822). 4(f)* Mortgage and Deed of Trust, dated as of February 1, 1945; filed as Exhibit 7-A to Registration Statement No. 2-5586. 4(g)* Fourteenth Supplemental Indenture dated as of October 26, 1976; filed on June 26, 1979 as Exhibit b-4 to Registration Statement No. 2-64857. 4(h)* Seventeenth Supplemental Indenture dated as of May 15, 1988; filed as Exhibit 28(a) to the Registration Statement No. 33-38413. 4(i)* Eighteenth Supplemental Indenture, dated as of November 15, 1989; filed as Exhibit 28(b) to the Registration Statement No. 33-38413. 4(j)* Nineteenth Supplemental Indenture, dated as of May 15, 1991; filed on May 16, 1991 as Exhibit 4.01 to the Company's Form 8-K (File No. 1-1822). 4(k)* Twentieth Supplemental Indenture, dated as of November 1, 1992; filed on November 4, 1992 as Exhibit 4.01 to the Company's Form 8-K (File No. 1-1822). 4(l)* Twenty-First Supplemental Indenture, dated as of May 1, 1993; filed on May 13, 1993 as Exhibit 4.01 to the Company's Form 8-K (File No. 1-1822). 5 Opinion of Donald L. Godiner, Senior Vice President, General Counsel and Secretary, as to the legality of the securities being registered. ---- 23(a) Consent of Donald L. Godiner (included in Exhibit 5 filed herewith). 23(b) Consent of Deloitte & Touche, dated February 22, 1994. ---- 24 Power of Attorney. ---- - ----- *Incorporated herein by reference.
II-4 EX-4 2 CHARTER 1 LACLEDE GAS COMPANY CHARTER SAINT LOUIS, MISSOURI FEBRUARY 11, 1994 2 Charter of LACLEDE GAS COMPANY (Formerly The Laclede Gas Light Company) St. Louis, Missouri CERTIFICATE OF ACCEPTANCE OF THE LACLEDE GAS LIGHT COMPANY OF THE GENERAL AND BUSINESS CORPORATION ACT OF MISSOURI, AS AMENDED The undersigned, L. W. Childress, President, and J. J. Needham, Secretary of The Laclede Gas Light Company hereby certify as follows: 1. This corporation was incorporated by special act of the General Assembly of the State of Missouri, found in Laws of Missouri 1856-1857, page 598, approved March 2, 1857, entitled "An Act to Incorporate 'The Laclede Gas Light Company'," which Act was amended by an Act of the General Assembly of the State of Missouri approved March 3, 1857, found in Laws of Missouri, 1856-1857, page 599, entitled "An Act Supplementary and Amendatory of an Act entitled 'An Act to Incorporate the Laclede Gas Light Company'," and by an act of the General Assembly of the State of Missouri approved March 26, 1868, found in Laws of Missouri, 1868, page 187, entitled "An Act to Amend an Act to Incorporate the Laclede Gas Light Company, Approved March 2, 1857." For convenience copies of said acts are annexed to this certificate as Exhibit A. 2. The board of directors of this corporation at a special meeting duly called and held on the 17th day of December, 1946, authorized the acceptance by this corporation of The General and Business Corporation Act of Missouri, as amended, pursuant to the provisions of Section 173 of said Act, and the filing of this certificate of acceptance in this form, subject to approval by the affirmative vote of a majority of the outstanding shares of stock of this corporation at a special meeting called for that purpose. 3. Said special meeting of the shareholders of this corporation was called by action taken at said meeting of the board of directors of this corporation, and was held on the 27th day of January, 1947, and the undersigned president of this corporation was chairman of said meeting of shareholders. Notice of said special meeting of the shareholders was duly published in the St. Louis Globe Democrat, a daily newspaper published in the City of St. Louis, fourteen times, the first publication being inserted on January 13, 1947, and the last publication being made on January 26, 1947. Notice of said meeting was also on the 28th day of December, 1946, duly mailed to each stockholder of record of this corporation on that date, and said notice included a copy of this certificate. 4. At said special meeting of the shareholders of this corporation, this certificate of acceptance was approved by the affirmative vote of a majority of the outstanding shares of stock of this corporation by the adoption of the following resolution, to-wit: RESOLVED that the certificate of acceptance of The General and Business Corporation Act of Missouri, as amended, heretofore duly authorized by the board of directors of this corporation, be and the same is hereby approved, and that the stockholders of this corporation do hereby vote in favor of and adopt the articles set forth in said certificate, which articles are adopted in furtherance of and in connection with the acceptance of said Act, and that the president and secretary of this corporation be and they are hereby authorized to make, sign and file said certificate of acceptance in accordance with Section 173 of said Act. 5. The articles referred to in the resolution of shareholders set forth in the last preceding paragraph of this certificate and duly adopted, are as follows, to-wit: ARTICLE I The name of this corporation is The Laclede Gas Light Company. ARTICLE II The address of the present registered office in this state of this corporation is 1017 Olive Street, St. Louis, Missouri, and the name of the present registered agent at such address is J. J. Needham. 1 3 ARTICLE III The aggregate number of shares which this corporation has authority to issue is 7,133,620 shares of common stock of the par value of $4.00 per share. The present stated capital of this corporation is $9,734,480, represented by 2,433,620 fully paid and non-assessable shares now issued and outstanding of said $4.00 par value common stock. ARTICLE IV The board of directors shall consist of nine members, none of whom need be a shareholder, who shall be elected by cumulative voting as provided by Missouri law, and who shall have power to make, alter, amend, or repeal the bylaws of this corporation. ARTICLE V The duration of this corporation shall be perpetual. ARTICLE VI Without in any manner limiting or impairing the powers and purposes now provided by its existing charter, this corporation shall have the following powers and purposes: To supply the cities, towns, villages, districts and neighborhoods in and near the County of St. Louis, Missouri, and public and private buildings located therein, and the inhabitants thereof, with gas for light, heat, power and other purposes. Also the following powers and purposes which this corporation may carry out in St. Louis County, Missouri, and elsewhere in the State of Missouri and other states of the United States: To operate a gas business; to manufacture, buy, sell, and deal in, and use in its own business gas, coke and other fuels and by-products of the manufacture of the same; to buy and sell natural gas; to construct, operate and maintain distribution systems for gas, and to construct, operate, lay and maintain mains, pipes, and equipment necessary or convenient in the distribution of gas; to buy, sell and deal in furnaces, stoves, refrigerators and appliances and equipment of all kinds and related materials, and to service the same; to accept, lease, sell, assign, mortgage, pledge and dispose of franchises; to carry on all business generally and usually carried on by an operating gas utility company and to do any and all acts necessary or incidental in connection therewith. ARTICLE VII The special act of the General Assembly of Missouri approved March 2, 1857, found in Laws of Missouri, 1856-1857, page 598, entitled "An Act to Incorporate 'The Laclede Gas Light Company'" and the act of the General Assembly of Missouri, approved March 26, 1868, found in Laws of Missouri, 1868, page 187, entitled "An Act to Amend an Act to Incorporate the Laclede Gas Light Company, approved March 2, 1857," together with and as supplemented by these articles, shall constitute the articles of incorporation or charter of this corporation. In case of any conflict between said acts of the General Assembly and these articles, the provisions of these articles shall govern; provided, however, that nothing herein contained shall be construed to limit or impair any right, privilege, immunity or franchise which this corporation has by reason of Section 5 of said Act approved March 2, 1857, and Section 1 of said Act approved March 26, 1868, or either of said sections. 6. The number of shares voted for the resolution of the shareholders hereinbefore in paragraph 4 of this certificate set forth was 1,742,580 and the number of shares voted against such resolution was 39,287. 7. The issued and outstanding shares of this corporation consist of 2,433,620 shares of $4.00 par value common stock, all of one class. The number of authorized shares of this corporation is 7,133,620 shares of common stock of one class of the par value of $4.00 per share. No increase or reduction of authorized shares has been made by or in connection with this certificate of acceptance. 8. By reason of the foregoing actions, this corporation has accepted, and by the execution and filing of this certificate does hereby accept The General and Business Corporation Act of Missouri, as amended, pursuant to and in accordance with the provisions of Section 173 thereof, so as to become entitled to all the rights, privileges and benefits provided by said act, and has accepted the obligations and duties imposed by said act. 2 4 IN WITNESS WHEREOF, this certificate has been executed by the president of The Laclede Gas Light Company and by the secretary of said corporation who has affixed hereto the corporate seal. L. W. CHILDRESS President --------- (Seal) J. J. NEEDHAM Secretary --------- ATTEST J. J. NEEDHAM Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 26th day of February, 1947, before me the undersigned, a Notary Public in and for the City and State aforesaid, personally appeared L. W. Childress and J. J. Needham to me known to be the persons described in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed. IN WITNESS WHEREOF, I have set my hand and seal in the City of St. Louis, Missouri, the day and year last above mentioned. My commission expires April 16, 1948. LEE R. TUNEHORST Notary Public STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) L. W. Childress and J. J. Needham, being first duly sworn, on their oaths state that they are respectively president and secretary of The Laclede Gas Light Company, a Missouri corporation, and that the facts recited in the foregoing certificate are true and correct to the best of their knowledge and belief. L. W. CHILDRESS J. J. NEEDHAM Subscribed and sworn to before me a Notary Public in and for the City of St. Louis, Missouri, this 26th day of February, 1947. My commission expires April 16, 1948. LEE R. TUNEHORST Notary Public ------------- (Filed and certificate issued Feb. 28, 1947--Wilson Bell, Secretary of State) 3 5 EXHIBIT A AN ACT to incorporate "THE LACLEDE GAS LIGHT COMPANY." Be it enacted by the General Assembly of the State of Missouri, as follows: Section 1. James M. Hughes, Edward Bredell, Robert Holmes, John C. Rust, Charles Gibson, Samuel H. Gardner, Henry A. Clover and Archibald Gamble be, and they are hereby, created and constituted a body politic and corporate, by the style of "The Laclede Gas Light Company," and by that name, they and their successors and assigns shall have perpetual succession, may contract and be contracted with, sue and be sued, and may also hold and convey, or otherwise manage and dispose of such property, real, personal and mixed, as may be necessary for the purposes of said corporation, and the prosecution of its legitimate business. Section 2. The capital stock of said company shall be fifty thousand dollars, and the same may be increased to two million dollars, which shall be divided into shares of one hundred dollars each. Section 3. The affairs of said company shall be conducted by a board of not less than five directors, and such officers and agents as they may deem necessary; said directors to be chosen annually, by the stockholders, each share of stock being entitled to one vote in such election, and they shall hold their offices for one year, and until their successors are elected and qualified; said directors shall have power to ordain and make all needful by-laws, rules and regulations, for the transaction of the business of said company, and, under the direction of the stockholders, may have absolute power over all the property and effects of said company. They may also fill vacancies in their board until the next regular election. Section 4. The said corporators, or a majority of them may, at any time, open books in the city of St. Louis, for subscription to the capital stock of said company, and, upon the sum of fifty thousand dollars being subscribed may organize said company under this charter. Section 5. The said company, its successors and assigns, shall, within all that portion of the present corporate limits of the city of St. Louis, in St. Louis county, not embraced within the corporate limits of said city, as established by the act entitled 'An Act to incorporate the City of St. Louis,' approved February 8, 1839, have and enjoy, during the continuance of this act, the sole and exclusive privilege and right of lighting the same, and of making and vending gas, gas-lights, gas-fixtures, and of any substance or material that may be now or hereafter used as a substitute therefor; and to that end, may establish and lay down, in said portion of said corporate limits, all pipes, fixtures, or other thing properly required, in order to do the same (the same to be done with as much dispatch and as little inconvenience to the public as possible), and shall also have all other powers necessary to execute and carry out the privileges and powers hereby granted to said company. Section 6. The city of St. Louis and said company may make any contracts they may deem to their mutual advantage, in regard to the lighting of any parts of said portion of said corporate limits, or any other thing relating to the business and affairs of said company. The said city shall have the right, at the expiration of twenty years from the time of the organization of said company under this charter, to purchase all the property and effects of the same, paying therefor to the same the value of such property and effects, with twenty per cent, added thereto, such value to be fixed by two appraisers, one to be chosen by the city and the other by the company, and if they cannot agree, then the two thus chosen shall nominate a third man, and a decision of any two of the three shall be binding; and upon such purchase being made, all such property and effects, and all rights and privileges granted to said company shall immediately pass to and vest in said city. If said city fail so to purchase said property and effects, then this charter shall be, and the same is hereby, renewed and extended for the further period of thirty years after the expiration hereof. Section 7. Any person or body corporate who shall, within said portion of said corporate limits, interfere with the privileges hereby granted to said company, or exercise like acts or privileges, shall, for every such offence, forfeit and pay to said company one thousand dollars, and each day's continuance of such offence shall be construed to be, and be, a new offence, under this section. Section 8. The said company and this act is hereby exempted from the operation of section 6, 7, 13, 14, 15, 18 and 20 of article first of the act entitled 'An Act concerning Corporations,' approved November 23, 1855. Section 9. This act shall take effect from its passage, and shall continue in force for thirty years. Approved March 2, 1857. 4 6 AN ACT supplementary and amendatory of an act entitled "An Act to incorporate the Laclede Gas Light Company." Be it enacted by the General Assembly of the State of Missouri, as follows: Section 1. The act to which this act is amendatory is hereby amended as that the words 'sole and exclusive,' in the fifth section of the act are stricken out. Section 2. The city of St. Louis shall not be compelled, in any purchase which it may make under the sixth section of the before recited act, to pay more than the appraised value of the property and effects of the corporation created by said act, without any addition of percentage. This act to take effect and be in force from and after its passage. Approved March 3, 1857. AN ACT to amend an act to incorporate the Laclede Gas Light Company, approved March 2, 1857. Be it enacted by the general assembly of the State of Missouri, as follows: Section 1. The said Laclede Gas Light Company shall and may, within the corporate limits of the city of St. Louis, as the same are now or may hereafter be established, exercise, have, hold, and enjoy forever all the rights, privileges, and franchises granted to it by the fifth section of the act to which this act is amendatory, and may, at any time, lease, sell, or dispose of any portion of said rights, privileges, and franchises to individuals, associations, or corporations intending or desiring to exercise the same within any portion of the limits aforesaid. Section 2. The capital stock of said company may be increased, from time to time, to such amount as may be necessary to carry on its business. Section 3. Nothing in this act contained shall be construed as affecting the vested rights of the St. Louis Gas Light Company; and the sixth section of the said act, to which this act is amendatory, is hereby repealed. Section 4. An act entitled an act supplementary to and amendatory of an act entitled an act to incorporate the Laclede Gas Light Company, approved March 3, 1857, is hereby repealed. Section 5. This act shall take effect from its passage. Approved March 26, 1868. (Filed and certificate issued Feb. 28, 1947--Wilson Bell Secretary of State) 5 7 THE LACLEDE GAS LIGHT COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION The Laclede Gas Light Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: FIRST: That the name of this corporation is The Laclede Gas Light Company. SECOND: That on February 14, 1950 at an annual meeting of the shareholders of said corporation held at the office of said corporation, 1017 Olive Street, St. Louis, Missouri, the following amendments of the Articles of Incorporation of said corporation were adopted: That the Articles of Incorporation of this corporation be amended by striking from Article III of the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, the first sentence of said Article III, to-wit, "The aggregate number of shares which this corporation has authority to issue is 7,133,620 shares of common stock of the par value of $4.00 per share", and by adding immediately after said Article III of said Articles, a new article, to be known as Article III-A, which shall read as follows: ARTICLE III-A The aggregate number of shares which this corporation shall have authority to issue is 7,613,620 shares, divided into two classes, a class of common stock and a class of preferred stock, and the number of shares of each class is (1) 7,133,620 shares of common stock of the par value of $4.00 per share, being the same shares referred to in Article III of these Articles prior to the amendment of said Articles hereby. (2) 480,000 shares of preferred stock of the par value of $25 per share. Said shares of preferred stock shall have the following preferences, qualifications, limitations, restrictions and special and relative rights: 1. The preferred shares shall, as hereinafter set forth, be entitled to limited preferential dividends and to a limited amount on dissolution or liquidation. 2. The board of directors is hereby expressly authorized to cause such shares to be issued from time to time in series, and by resolution adopted prior to the issue of shares of any particular series, to fix the distinctive serial designation of the shares of such series. No series need consist of the same number of shares as any other series. 3. Before any dividends on common stock shall be declared or paid or set apart for payment, the holders of outstanding preferred stock of any series shall be entitled to receive, but only when and as declared, out of any funds legally available for the declaration of dividends, cumulative cash dividends thereon at a dividend rate per share of the per cent per annum of the par value thereof applicable to the shares of such series, and no more, payable to shareholders of record as of a date, not exceeding thirty days preceding the date for the payment of any such dividend, fixed in advance by the board of directors as the record date for the determination of the shareholders entitled to receive payment of such dividend. The board of directors is hereby expressly authorized, by resolution adopted prior to the issuance of any shares of any particular series, to fix the dividend rate (which shall in no case exceed eight per cent per annum) applicable to the shares of such series and the date from which dividends on shares of such series issued prior to the date for payment of the first dividend thereon shall be cumulative. Dividends on shares of the preferred stock of any series which are issued on or after the date for the payment of the first dividend thereon shall be cumulative as follows: (a) If issued after a record date for a dividend on preferred shares but on or before the payment date for such dividend, they shall be cumulative from said payment date; (b) Otherwise they shall be cumulative from the quarter-annual dividend payment date next preceding the date of issue of such shares. 6 8 The quarter-annual dividend payment dates of the aforesaid dividends on the preferred stock, regardless of series, shall be the last days of March, June, September and December of each year. The dividends on all of the preferred shares outstanding, whether of one or more series, shall be cumulative, and no dividends shall at any time be declared or paid or set apart for payment on the common stock unless full dividends on the preferred stock for the current quarterly dividend period, as well as for all past quarterly dividend periods, shall have been declared. 4. The shares of preferred stock of any series may be redeemed at the option of the board of directors in whole or in part at any time by the payment in cash, with respect to each share so to be redeemed, to the record holder thereof, against the surrender for cancellation, change or endorsement, as the case may require, of his certificate therefor, of the redemption price applicable to the shares of such series on the redemption date. The board of directors is hereby expressly authorized, by resolution adopted prior to the issuance of any shares of any particular series, to fix the redemption price applicable to the shares of such series, which redemption price may be so fixed as to vary according to the time of redemption, and to fix the terms of redemption of the shares of such series; provided that such terms of redemption so fixed shall not be inconsistent with the Articles of Incorporation of this corporation, as amended. The redemption price shall in no case exceed an amount per share equal to the par value thereof plus fifteen per cent of such par value plus a sum computed at the annual dividend rate on the par value of such share from the date from which dividends on such share became cumulative to the redemption date, less the aggregate of the dividends theretofore or on such date paid thereon. In case of redemption of a part only of the preferred shares, or of a part only of the preferred shares of any series, the board of directors may determine what shares are to be redeemed, and the selection thereof may be by lot or in any other manner, as the board of directors may determine. Notice of every such redemption shall be given by publication, published at least once in a daily newspaper published in the City of St. Louis, Missouri, and in a daily newspaper published in the Borough of Manhattan, the City of New York, at least thirty but not more than sixty days before the date fixed for redemption. Notice of redemption shall also be mailed at least thirty but not more than sixty days before each redemption date to the holders of record of the preferred shares to be redeemed at their respective addresses as the same shall appear on the books of this corporation, but no failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any such shares. If such notice of redemption shall have been duly given by publication, and all funds necessary for such redemption shall, on or before the redemption date, have been set aside so as to be available therefor, then, notwithstanding that any certificate for the shares of the preferred stock so called for redemption shall not have been surrendered for redemption, the shares represented thereby shall from and after the redemption date no longer be deemed to be outstanding and all rights of the holders thereof as holders of such shares shall cease, excepting only their right to receive the redemption price, but without interest. It is provided, however, that after notice of redemption shall have been duly given by publication, or after this corporation has given irrevocable instructions therefor, this corporation may deposit, in trust, for the account of the holders of the shares so to be redeemed, with a bank or trust company doing business in the City of St. Louis, Missouri, or in the Borough of Manhattan, the City of New York, having a capital, surplus and undivided profits aggregating at least $5,000,000, all funds necessary for such redemption, and if such deposit is so made on or before the redemption date, all shares with respect to which such deposit shall be made shall forthwith upon the making of such deposit no longer be deemed to be outstanding, and all rights of the holders thereof as holders of such shares shall thereupon cease, excepting only their right to receive from the fund so deposited the amount payable upon the redemption thereof, but without interest, and except any unexpired right that may have been lawfully given them as hereinafter provided to have said shares converted into shares of common stock of this corporation. This corporation may at any time purchase out of surplus, or, when and as permitted by law, out of stated capital, preferred shares of any series, but for not more than the applicable redemption price. Any preferred shares, regardless of series, purchased and retired, or redeemed and retired, or purchased or redeemed out of stated capital as permitted by law, shall have the status of authorized but unissued shares of preferred stock, and may again be issued. 7 9 5. In the event of any liquidation, dissolution or winding up of the affairs of this corporation, then before any distribution shall be made to the holders of the common stock, the holders of shares of the preferred stock at the time outstanding of any series, shall be entitled to be paid in cash the involuntary liquidating value per share applicable to the shares of such series, upon any involuntary liquidation, dissolution or winding up of the affairs of this corporation, or the voluntary liquidating value per share applicable to the shares of such series, upon any voluntary liquidation, dissolution or winding up of the affairs of this corporation. After such payment to the holders of all the outstanding preferred shares of whatsoever series, the remaining assets of this corporation shall be distributed among the holders of the common stock then outstanding according to their respective shares. The board of directors is hereby expressly authorized, by resolution adopted prior to the issuance of any shares of any particular series, to fix the aforesaid involuntary liquidating value per share applicable to the shares of such series and the aforesaid voluntary liquidating value applicable to the shares of such series, and said voluntary and involuntary liquidating values may be, but need not be the same with respect to the shares of the same series, but neither said voluntary nor said involuntary liquidating value of the shares of any series shall in any case exceed an amount per share equal to the sum of the par value of such share plus fifteen per cent of the par value of such share plus a sum computed at the annual dividend rate on the par value of such share from the date from which dividends on such share became cumulative to the date fixed for the payment of such distributive amounts, less the aggregate of the dividends theretofore or on such date paid thereon. 6. To the extent permitted by law the board of directors is hereby expressly authorized, by resolution adopted prior to the issuance of any preferred shares of any particular series to fix the terms and amount of any sinking fund for the purchase or redemption thereof, if in the judgment of the board of directors such a sinking fund should be provided for the shares of such series, and to the extent permitted by law is hereby expressly authorized, by resolution so adopted, to fix the terms and conditions, if any, under which the shares of any particular series may be converted into shares of common stock of this corporation. 7. The shares of any particular series may vary from those of any or all other series in respect to any or all of the following terms which may be fixed by the board of directors as and to the extent hereinbefore provided: as to distinctive serial designation; as to dividend rate; as to date from which dividends on shares of such series issued prior to the date for payment of the first dividend thereon shall be cumulative; as to redemption price; as to the terms of redemption; as to involuntary liquidating value (as hereinbefore defined); as to voluntary liquidating value (as hereinbefore defined); as to whether any sinking fund is provided for the purchase or redemption thereof and as to the terms and amount of such sinking fund; and as to whether such shares may be converted into shares of common stock of this corporation and as to the terms and conditions, if any, under which they may be so converted. In all other respects all of the shares of the preferred stock, regardless of series, shall in all respects be equal and shall have the preferences, rights, privileges and restrictions fixed by the Articles of Incorporation of this corporation, as amended. 8. No holder of any share or shares of preferred stock shall be entitled as such as a matter of right to subscribe for or purchase any stock of any class, whether now or hereafter authorized or outstanding, which may hereafter be issued or sold by this corporation, or any securities convertible into stock of any class, and whether issued or sold for cash, property, services or otherwise. 9. The shares of preferred stock shall not be entitled to vote, either in elections of directors or upon any other matter, except as otherwise provided by law or the Articles of Incorporation of this corporation, as amended. For the purposes of this subdivision 9 a quarter-annual dividend shall be deemed in default at any time when (1) the quarter-annual dividend payment date for such dividend has passed and (2) the full amount of such dividend has not been declared and either paid or funds set aside for its payment. If and whenever six quarter-annual dividends payable on all or any part of the preferred shares or any series thereof shall be in default, then, and until such default shall have been remedied so that no dividends on any preferred shares are in default, the shares of outstanding preferred stock shall be entitled to one vote for each share on all matters (but the right of the outstanding shares of common stock to vote on such matters shall not be impaired) and the directors shall be elected as follows: the holders of outstanding shares of preferred stock, voting as a separate class, shall be entitled to elect, by cumulative voting as provided by Missouri law, the minimum number of directors required for a majority of the entire membership of the board of directors, and the holders of outstanding shares of common stock, voting as a separate class, shall be entitled to elect, by cumulative voting as provided by Missouri law, the remainder of the directors. Whenever such default shall have been remedied as aforesaid, the preferred shares shall revert to their former status as regards voting, and elections of directors shall be had as formerly. 8 10 The foregoing provisions of this subdivision 9 shall not be deemed to change the times for electing directors or the term of office of any director, both of which shall be the same when said provisions are applicable as when they are not applicable. 10. So long as any shares of the class of preferred stock hereby authorized are outstanding, no amendment to the Articles of Incorporation of this corporation hereafter duly proposed providing for the creation or increase of preferential shares (whether additional shares of the class of preferred stock hereby authorized or other preferential shares) which would rank on a parity with the preferred shares hereby authorized as to assets or dividends or both, or which would reclassify authorized but unissued shares of stock of any class into preferential shares which would rank on such parity, may be adopted unless such amendment receives the affirmative vote of a majority of the outstanding shares of the class of preferred stock hereby authorized, voting as a separate class, in addition to the affirmative vote of a majority of all outstanding shares entitled to vote and in addition any other vote required by law; but upon such amendment receiving such vote, it may be adopted. 11. So long as any shares of the class of preferred stock hereby authorized are outstanding, no amendment to the Articles of Incorporation of this corporation hereafter duly proposed providing for the creation or increase of preferential shares having any preference or priority over shares of preferred stock of the class hereby authorized, either as to assets or as to dividends, or which would reclassify authorized but unissued shares of stock of any class into preferential shares having such preference or priority over shares of preferred stock of the class hereby authorized, or which would reclassify then outstanding shares of stock of any class ranking junior to the class of preferred stock hereby authorized, wholly or partially, into shares of stock of the class hereby authorized or of any class ranking on a parity with preferred shares hereby authorized, as to assets or dividends, may be adopted unless such amendment receives the affirmative vote of a least seventy-five per cent of the outstanding shares of the class of preferred stock hereby authorized, voting as a separate class, in addition to the affirmative vote of a majority of all outstanding shares entitled to vote and in addition to any other vote required by law; but upon such amendment receiving such vote, it may be adopted. 12. So long as any shares of the class of preferred stock hereby authorized are outstanding, no amendment to the Articles of Incorporation of this corporation hereafter duly proposed which would alter or change the preferences, priorities, special rights or special powers given to the class of preferred stock authorized hereby, so as to affect such class adversely, may be adopted or such change or alteration made, unless such amendment receives the affirmative vote of at least two-thirds of the outstanding shares of the class of preferred stock hereby authorized, in addition to the affirmative vote of a majority of all other outstanding shares entitled to vote and in addition to any other vote that may be required by law; but upon such amendment receiving such vote, it may be adopted, and such change or alteration made; provided, however, that if such amendment would alter or change, so as to affect any shares of such class adversely, the rights of such shares with respect to dividends, or the dividend rate thereon, or the redemption price thereof, or the amounts payable thereon on voluntary dissolution or liquidation, or the amounts payable thereon on involuntary dissolution or liquidation, or the rights, if any, thereof with respect to conversion into common stock, then such amendment may not be adopted, nor such change or alteration made, unless it receives, in addition to the vote above required by this subdivision 12, the affirmative vote of at least seventy-five per cent of the outstanding shares of each and every series which would be adversely affected by such alteration or change; but upon such amendment receiving such vote, it may be adopted, and such change or alteration made. 13. So long as any shares of the class of preferred stock hereby authorized are outstanding, this corporation shall not, without the consent (given in writing without a meeting or by vote at a meeting duly called for the purpose) of the holders of at least two-thirds of the aggregate number of shares of said preferred stock then outstanding: (a) Sell or otherwise dispose of any shares of said preferred stock or of stock of any class ranking on a parity with said preferred stock as to assets or dividends, unless the gross income of this corporation for a period of any twelve consecutive calendar months within the fifteen calendar months immediately preceding the first day of the month in which such additional stock is issued, is at least one and one-half times the annual requirements for (1) dividends on all stock of the class hereby authorized and of any other class ranking on a parity therewith or having any preference thereover, as to assets or dividends, that will be outstanding immediately after the issue of such additional stock, plus (2) interest on all bonds, notes, debentures and other interest-bearing obligations of this corporation (of whatsoever maturity date) that will be outstanding immediately after the issue of such additional stock; and for this purpose "gross income" means the operating revenues of this corporation less operating 9 11 expenses and taxes, plus other income, if any, all determined in accordance with the Uniform System of Accounts for Gas Utilities prescribed by, and any applicable orders of the Public Service Commission of Missouri; or (b) Declare or pay any dividend (other than a stock dividend) on stock of any class which ranks junior to said preferred stock at any time when the stated capital represented by stock of all classes ranking junior to said preferred stock plus paid-in and capital surplus and earned surplus, is less than twenty-five per cent of the total capitalization of this corporation, unless one or the other of the following conditions is met (and if either is met such dividend may be declared and paid if otherwise proper): (1) Such dividend is in an amount not greater than seventy-five per cent of the net earnings of this corporation after provision for dividends on the preferred stock outstanding (computed according to generally accepted accounting principles) earned during the fiscal year of this corporation in which such dividend is declared and before the end of the quarter in which such dividend is declared; or (2) Such dividend, and all other dividends (other than stock dividends) on stock of any class which ranks junior to said preferred stock, declared or paid since the earliest date of issue of any then outstanding shares of said preferred stock or of stock of any class ranking on a parity with said preferred stock, as to assets or dividends, aggregate not more than seventy-five per cent of the net earnings of this corporation after provision for dividends on the preferred stock outstanding (computed as aforesaid) earned between said earliest date of issue and the end of the quarter in which such dividend is declared. It is provided, however, that for the purposes of the above conditions (1) and (2) net earnings may be estimated for the quarter in which any such dividend is declared. For the purpose of this clause (b) of subdivision 9, total capitalization means the sum of stated capital plus paid-in and capital surplus, plus earned surplus, plus bonds, notes, debentures and other interest-bearing obligations of this corporation having a maturity of one year or more from the date thereof. In determining the earliest date of issue of outstanding shares as provided in condition (2) above, any shares which may have been reissued shall be treated as having been first issued as of the date when they were last issued; or (c) Issue any shares of said preferred stock or of stock ranking on a parity with said preferred stock as to assets or dividends, if the stated capital to be represented by shares of said preferred stock and such other stock to be outstanding immediately after such issue, would exceed the stated capital to be represented by shares of stock to be then outstanding ranking junior to said preferred stock as to assets and dividends, increased by the amount of any paid-in surplus and capital surplus and any earned surplus, or reduced by the amount of any deficit. 14. The shares of said preferred stock may be issued for such consideration not less than the par value thereof as shall be fixed from time to time by the board of directors. ---------------------------- That the Articles of Incorporation of this corporation be amended by adding to the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, immediately before Article IV of said Articles, a new article to be known as Article III-B, which shall read as follows: ARTICLE III-B No holder of any share or shares of common stock of this corporation shall be entitled as a matter of right to subscribe for or purchase any of the preferred stock authorized by Article III-A of these Articles, as amended, or any additional shares of preferred stock of the class created by said Article III-A that may hereafter be duly authorized, or any securities convertible into any such preferred stock, and whether issued or sold for cash, property, services or otherwise; provided, however, that this Article III-B shall not apply in the case of shares of such preferred stock which are convertible into shares of common stock of this corporation, in which case the holders of shares of common stock shall have such (and only such) preemptive rights as would exist under the law of Missouri if this Article III-B had not been adopted. THIRD: That 1,926,019 shares of common stock of this corporation (being in excess of 75% of the outstanding shares of common stock of this corporation) were voted for the first of the two amendments in this Certificate set forth, being the amendment striking the first sentence of Article III and adding a new article to be known as Article III-A, and 10 12 156,653 shares of said common stock were voted against said amendment, out of a total of 2,469,252 shares of said common stock, being all of the shares of this corporation issued and outstanding. That 1,850,654 shares of common stock of this corporation were voted for the second of the two amendments in this Certificate set forth, being the amendment adding a new aritcle to be known as Article III-B, and 231,618 shares of said common stock were voted against said amendment, out of a total of 2,469,252 shares of said common stock, being all of the shares of this corporation issued and outstanding. FOURTH: That the number of shares authorized by the Articles of Incorporation of this corporation before their amendment hereby is 7,133,620 shares of common stock of the par value of $4.00 per share, and that by the first of the two amendments in this Certificate set forth the number of shares authorized is being increased to 7,613,620 shares, consisting of the 7,133,620 shares of common stock of the par value of $4.00 per share heretofore authorized, and 480,000 shares of preferred stock of the par value of $25.00 per share authorized by said amendment. FIFTH: That the authorized shares of this corporation now consist of one class only, to-wit, 7,133,620 shares of common stock of the par value of $4.00 per share; that by the first of said amendments set forth in this Certificate, this corporation will have authorized shares of two classes, to-wit, 7,133,620 shares of common stock of the par value of $4.00 per share, being the same shares last mentioned, and 480,000 shares of preferred stock of the par value of $25.00 per share, or a total authorized capital stock of $40,534,480 divided into authorized common stock of the aggregate par value of $28,534,480, and authorized preferred stock of the aggregate par value of $12,000,000. SIXTH: That the number of shares of stock of this corporation issued and outstanding is 2,469,252 shares of said common stock of the par value of $4.00 per share, and that no other stock of this corporation is issued and outstanding. SEVENTH: That by the first of said amendments set forth in this Certificate the authorized shares of this corporation will be increased from 7,133,620 shares of common stock of the par value of $4.00 per share to 7,613,620 shares, divided into two classes, to-wit, 7,133,620 shares of common stock of the par value of $4.00 per share and 480,000 shares of preferred stock of the par value of $25.00 per share; that said shares of preferred stock will bear cumulative cash dividends, will be redeemable at the option of the board of directors in whole or in part at any time for cash, will be entitled to preference over the common stock on liquidation, will be issuable from time to time in series, and will have the preferences, qualifications, limitations, restrictions and special and relative rights stated in the first of said two amendments in this Certificate set forth. EIGHTH: That said 480,000 new shares of preferred stock will be issuable for such consideration not less than the par value thereof, as shall be fixed from time to time by the board of directors. IN WITNESS WHEREOF, The Laclede Gas Light Company has caused its corporate seal to be affixed and this certificate to be signed by Robert W. Otto, its President and Chairman of said meeting of shareholders, and attested by J. J. Needham, its Secretary, this 25th day of February, 1950. ROBERT W. OTTO President and Chairman of ------------------------- the meeting of Shareholders --------------------------- ATTEST: J. J. NEEDHAM Secretary --------- 11 13 STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 25th day of February, 1950, before me personally appeared Robert W. Otto and J. J. Needham, to me known to be the President and Secretary respectively, of The Laclede Gas Light Company, a corporation organized and existing under the laws of the State of Missouri, who executed the foregoing instrument and acknowledged that they executed the same pursuant to authority given by the Board of Directors of said corporation, as their free act and deed and as the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned. My commission expires October 20, 1950. LENORE HULEN Notary Public in and for the ---------------------------- City of St. Louis, Missouri --------------------------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) Robert W. Otto, being duly sworn, on his oath states that he is President of The Laclede Gas Light Company, a corporation organized and existing under the laws of the State of Missouri, and the Chairman of the meeting of shareholders referred to in the foregoing certificate, and that the facts set forth in the foregoing certificate are true. ROBERT W. OTTO Subscribed and sworn to before me this 25th day of February, 1950. My commission expires October 20, 1950. LENORE HULEN Notary Public in and for the ---------------------------- City of St. Louis, Missouri --------------------------- (Filed and Certificate issued Feb. 28, 1950--Walter H. Toberman Corporation Dept. Secretary of State) 12 14 THE LACLEDE GAS LIGHT COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION The Laclede Gas Light Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: FIRST: That the name of this corporation is The Laclede Gas Light Company. SECOND: That on February 14, 1950 at an annual meeting of the shareholders of said corporation held at the office of said corporation, 1017 Olive Street, St. Louis, Missouri, the following amendment of the Articles of Incorporation of said corporation was adopted: That the Articles of Incorporation of this corporation be amended by amending Article I of the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, so that said Article I will read as follows: ARTICLE I The name of this corporation shall be Laclede Gas Company. THIRD: That 2,057,146 shares of common stock of this corporation were voted for said amendment, and 41,280 shares of said common stock were voted against it, out of a total of 2,469,252 shares of said common stock, being all of the shares of this corporation issued and outstanding. IN WITNESS WHEREOF, The Laclede Gas Light Company has caused its corporate seal to be affixed and this certificate to be signed by Robert W. Otto, its President and Chairman of said meeting of shareholders, and attested by J. J. Needham, its Secretary, this 25th day of February, 1950. ROBERT W. OTTO President and Chairman of the ----------------------------- meeting of shareholders. ------------------------ ATTEST: J. J. NEEDHAM Secretary --------- (Filed and Certificate Issued April 1, 1950--Walter H. Toberman Corporation Dept. Secretary of State) 13 15 STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 25th day of February, 1950, before me personally appeared Robert W. Otto and J. J. Needham, to me known to be the President and Secretary, respectively, of The Laclede Gas Light Company, a corporation organized and existing under the laws of the State of Missouri, who executed the foregoing instrument and acknowledged that they executed the same pursuant to authority given by the Board of Directors of said corporation, as their free act and deed and as the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned. My commission expires October 20, 1950. LENORE HULLEN Notary Public in and for the ---------------------------- City of St. Louis, Missouri --------------------------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) Robert W. Otto, being duly sworn, on his oath states that he is the President of The Laclede Gas Light Company, a corporation organized and existing under the laws of the State of Missouri, and the Chairman of the meeting of shareholders referred to in the foregoing certificate, and that the facts set forth in the foregoing certificate are true. ROBERT W. OTTO Subscribed and sworn to before me this 25th day of February, 1950. My commission expires October 20, 1950. LENORE HULLEN Notary Public in and for the ---------------------------- City of St. Louis, Missouri --------------------------- (Filed and Certificate issued Apr. 1, 1950--Walter H. Toberman Corporation Dept. Secretary of State) 14 16 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a corporation organized and existing under the Laws of the State of Missouri, does hereby certify as follows: 1. That the name of this Corporation is "Laclede Gas Company"; the name of this Company, under which it was originally organized, was "The Laclede Gas Light Company", and this name was changed to the present name on April 1, 1950. 2. That on January 27, 1955, at an annual meeting of the shareholders of said corporation, held at the office of said corporation, 1017 Olive Street, St. Louis, Missouri, the following amendment of the Articles of Incorporation of said corporation was adopted: That the Articles of Incorporation of this corporation be amended by adding to the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, immediately before Article No. IV of said Articles, a new Article to be known as Article III-C, which shall read as follows: ARTICLE III-C 150,000 shares of the common stock presently authorized but unissued shall be reserved for the Restricted Stock Option Plan approved by the Stockholders at their annual meeting for 1955, and for any subsequent restricted stock option plan which may hereafter be approved by the stockholders, and may be issued pursuant to the terms of said Plan or future plans and no holder of any share or shares of the common stock of this Corporation shall be entitled as a matter of right to subscribe for or purchase any of the 150,000 shares reserved for said Plan or future plans and issued thereunder. 3. That 2,176,576 shares of the common stock of this corporation were voted for said amendment, and 102,409 shares of said common stock were voted against said amendment, out of a total of 3,039,736 shares of said common stock, being all of the shares of this corporation issued and outstanding. 4. That the number of shares authorized by the Articles of Incorporation of this corporation is 7,613,620, consisting of 7,133,620 shares of common stock of the par value of $4.00 per share, and 480,000 shares of preferred stock of the par value of $25.00 per share; that the preferences, rights, privileges, restrictions and other distinctive features of the shares of each class of the stock of this corporation are set forth in Article III, Article III-A and Article III-B, contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, and the amendments of Articles of Incorporation filed by this corporation in the office of Secretary of State of Missouri on February 28, 1950, and in Article III-C in this certificate set forth. IN WITNESS WHEREOF, LACLEDE GAS COMPANY has caused its corporate seal to be affixed and this certificate to be signed by Robert W. Otto, its President and Chairman of its meeting of shareholders, and attested by J. J. Needham, its Secretary, this 28th day of January, 1955. ROBERT W. OTTO President and Chairman ---------------------- of the Meeting of Shareholders ------------------------------ Attest: J. J. NEEDHAM Secretary --------- 15 17 STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 28th day of January 1955, before me personally appeared ROBERT W. OTTO and J. J. Needham, to me known to be the President and Secretary, respectively, of Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, who executed the foregoing instrument and acknowledged that they executed the same pursuant to authority given by the Board of Directors of said corporation, as their free act and deed and as the free act and deed of the corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. My commission expires April 3, 1956. E. G. TAINTER Notary for the County of St. Louis ---------------------------------- which adjoins the City of St. Louis ----------------------------------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) ROBERT W. OTTO, being duly sworn on his oath states, that he is President of Laclede Gas Company, a corporation organized and existing under the Laws of the State of Missouri, and the Chairman of the meeting of shareholders referred to in the foregoing Certificate, and that the facts set forth in the foregoing certificate are true. ROBERT W. OTTO Subscribed and sworn to before me this 28th day of January, 1955. My commission expires April 3, 1956. E. G. TAINTER Notary for the County of St. Louis ---------------------------------- which adjoins the City of St. Louis ----------------------------------- (Filed and Certificate issued February 10, 1955--Walter H. Toberman Corporation Dept. Secretary of State) 16 18 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a Missouri corporation, does hereby certify as follows: 1. The name of this corporation is Laclede Gas Company. The name under which it was originally organized is The Laclede Gas Light Company. 2. At the meeting hereinafter mentioned, the following amendment was adopted: "That the Articles of Incorporation or charter of this corporation, as heretofore amended, be amended by substituting in Article III-A thereof (a) for the number `7613,620' (denoting the aggregate number of shares of all classes which this corporation shall have authority to issue), the number `8,013,620', and (b) for the number `480,000' (denoting the number of shares of preferred stock of the par value of $25 per share which this corporation shall have authority to issue), the number `880,000', so that, as amended, the first sentence of said Article III-A (including the two parenthetically numbered clauses thereof) will read as follows: "`The aggregate number of shares which this corporation shall have authority to issue is 8,013,620 shares, divided into two classes, a class of common stock, and a class of preferred stock, and the number of shares of each class is "`(1) 7,133,620 shares of common stock of the par value of $4.00 per share, being the same shares referred to in Article III of these Articles prior to the amendment of said Articles hereby. "`(2) 880,000 shares of preferred stock of the par value of $25 per share.'" Said amendment was adopted, after due notice to the holders of common stock and holders of preferred stock, at the annual meeting of shareholders of the corporation held at the office of the corporation, 1017 Olive Street, St. Louis, Missouri, on January 24, 1957. 3. The vote for and against said amendment was as follows: 396,113 shares of preferred stock, voting as a separate class, were entitled to vote on said amendment, and of said shares, 353,712 shares were voted for and 4,269 shares were voted against said amendment; 3,041,448 shares of common stock were entitled to vote on said amendment, and of said shares, 2,286,069 shares (being in excess of 75%) were voted for and 117,862 shares were voted against said amendment. 4. The corporation's Articles of Incorporation at the time of the filing of the corporation's Certificate of Acceptance of The General and Business Corporation Act of Missouri on February 28, 1947, authorized 7,133,620 shares, each of $4 par value, or an aggregate authorized capital of $28,534,480. By amendment filed with the Secretary of State on February 28, 1950, said authorized shares were increased to 7,613,620 by authorization of 480,000 shares of $25 par value each, constituting an increase of $12,000,000 in authorized shares of par value so that the corporation has prior to the taking effect of the amendment set forth in paragraph 2 above authorized capital stock of $40,534,480. 5. Said 7,613,620 presently authorized shares are divided into 7,133,620 shares of common stock of $4 par value each and 480,000 shares of preferred stock of $25 par value each. The preferences, rights, privileges, restrictions and other distinctive features of said two classes of stock are set forth in Articles III-A and III-B (included in the Certificate of Amendment filed with the Secretary of State on February 28, 1950) of the corporation's Articles of Incorporation. 6. The number of shares of each class issued and outstanding as of the date of this certificate is 396,109 shares of preferred stock and 3,041,454 shares of common stock. 7. The amendment set forth in paragraph 2 increases the aggregate number of authorized shares to 8,013,620, consisting of said 7,133,620 shares of common stock of $4 par value each and 880,000 shares of preferred stock of $25 par value each; and said amendment thereby increases the aggregate authorized capital stock of the corporation by $10,000,000 to a total of $50,534,480. Said newly authorized 400,000 shares of preferred stock are of the same class as, and have the same preferences, rights, privileges and restrictions (the statement of which is referred to in paragraph 17 19 5 hereof) as the 480,000 shares of preferred stock previously authorized. None of said 400,000 newly authorized shares of preferred stock is to be issued immediately. 8. Said newly authorized shares are to be issued upon such terms and for such consideration (not less than par) as may be determined from time to time by the board of directors. IN WITNESS WHEREOF, Laclede Gas Company has caused this certificate to be duly executed by H. Reid Derrick, its President and Chairman of said meeting of shareholders, and attested and sealed with the corporate seal by David L. Gardner, its Secretary, this 30th day of January, 1957. H. REID DERRICK President of Laclede Gas Company and ------------------------------------ Chairman of said meeting of shareholders ---------------------------------------- ATTEST: DAVID L. GARDNER Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 30th day of January, 1957, before me personally appeared H. Reid Derrick and David L. Gardner, to me known to be the President and Secretary, respectively, of Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, who executed the foregoing instru- ment and acknowledged that they executed the same pursuant to authority given by the Board of Directors of said corporation, as their free act and deed and as the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned. My commission expires April 3, 1960. Notary for the County of St. Louis E. G. TAINTER which adjoins the City of St. Louis Notary Public in and for the ---------------------------- City of St. Louis, Missouri --------------------------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) Before me, a Notary Public, this 30th day of January, 1957, appeared H. Reid Derrick, who, having been duly sworn, on his oath stated that the facts set forth in the foregoing certificate are true. My commission expires April 3, 1960. E. G. TAINTER Notary Public in and for the ---------------------------- City of St. Louis, Missouri --------------------------- (Filed and Certificate issued February 1, 1957--Walter H. Toberman Corporation Dept. Secretary of State) 18 20 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: 1. The name of this corporation is "Laclede Gas Company". The name under which the corporation was originally organized was "The Laclede Gas Light Company". The change to the present name was made on April 1, 1950. 2. On July 17, 1963, at a special meeting held at the offices of the corporation at 1017 Olive Street, St. Louis, Missouri, the shareholders adopted an amendment of the corporation's Articles of Incorporation. 3. The amendment adopted at said special meeting of shareholders is as follows: RESOLVED: That the Articles of Incorporation of this corporation be amended by adding to the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, immediately before Article IV of said Articles, a new Article to be known as Article III-D which shall read as follows: ARTICLE III-D No holder of any share or shares of common stock of this corporation shall be entitled as a matter of right to subscribe for or purchase any of the authorized but unissued shares of common stock of this corporation which may from time to time be issued in exchange for property of any kind (other than cash) including capital stock and securities of any corporation or other entity. 4. The number of shares entitled to vote on the amendment was 4,021,282, being all of the outstanding shares of common stock of the corporation. 5. The number of shares voted for the amendment was 3,080,887. The number of shares voted against the amendment was 50,577. 6. The total number of shares authorized by the Articles of Incorporation of this corporation is 8,013,620, consisting of 7,133,620 shares of common stock of the par value of $4 per share and 880,000 shares of preferred stock of the par value of $25 per share. The preferences, rights, privileges, restrictions and other distinctive features of the shares of each class of stock of this corporation are set forth in said Articles of Incorporation in Articles III, III-A, III-B and III-C and in Article III-D in this certificate set forth. IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to be affixed and this certificate to be signed by H. R. Derrick, its President and Chairman of its meeting of shareholders, and attested by D. L. Gardner, its Secretary, this 17th day of July, 1963. H. R. DERRICK President and Chairman ---------------------- of the Meeting of Shareholders ------------------------------ Attest: D. L. GARDNER Secretary --------- 19 21 STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this 17th day of July, 1963, before me personally appeared H. R. Derrick and D. L. Gardner, to me known to be the President and Secretary, respectively, of Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, who executed the foregoing instrument and acknowledged that they executed the same pursuant to authority given by the Board of Directors of said corporation, as their free act and deed and as the free act and deed of said corporation. In Testimony Whereof, I have hereunto set my hand and affixed my notarial seal the day and year last above written. My commission expires: April 3, 1964. E. G. TAINTER Notary Public ------------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) H. R. Derrick, being duly sworn, on his oath states that he is President of Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, and the Chairman of the meeting of shareholders referred to in the foregoing Certificate, and that the facts set forth in the foregoing Certificate are true. H. R. DERRICK Subscribed and sworn to before me this 17th day of July, 1963. My commission expires: April 3, 1964. E. G. TAINTER Notary Public ------------- (Filed and Certificate issued July 17, 1963--Warren E. Hearnes Corporation Dept. Secretary of State) 20 22 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: 1. The name of this corporation is "Laclede Gas Company". The name under which the corporation was originally organized was "The Laclede Gas Light Company". The change to the present name was made on April 1, 1950. 2. On January 23, 1969, at the annual meeting held at the offices of the corporation at 1017 Olive Street, St. Louis, Missouri, the shareholders adopted an amendment of the corporation's Articles of Incorporation. 3. The amendment adopted at said annual meeting of shareholders is as follows: RESOLVED: That the Articles of Incorporation of this corporation be amended by amending Article VI of the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, so that said Articles VI will read as follows: "Article VI Without in any manner limiting or impairing the powers and purposes now provided by its existing charter, this corporation shall have the following powers and purposes: To supply the cities, towns, villages, districts and neighborhoods in and near the County of St. Louis, Missouri, and public and private buildings located therein, and the inhabitants thereof, with gas for light, heat, power and other purposes. Also the following powers and purposes which this corporation may carry out in St. Louis County, Missouri, and elsewhere in the State of Missouri and other States of the United States: To operate a gas business; to manufacture, buy, sell, and deal in, and use in its own business gas, coke and other fuels and by-products of the manufacture of the same; to buy and sell natural gas; to construct, operate and maintain distribution systems for gas, and to construct, operate, lay and maintain mains, pipes, and equipment necessary or convenient in the distribution of gas; to buy, sell and deal in furnaces, stoves, refrigerators and appliances and equipment of all kinds and related materials, and to service the same; to accept, lease, sell, assign, mortgage, pledge and dispose of franchises; to carry on all business generally and usually carried on by an operating gas utility company and to do any and all acts necessary or incidental in connection therewith. Also the following powers and purposes: (a) Directly, or indirectly through investments in subsidiaries or otherwise, to purchase or otherwise acquire, explore for, produce, manufacture, generate, store, hold, own, consume, exchange, deal in, transport, transmit, distribute, dispose of, promote the use of, and sell any and all forms or sources of energy and any and all minerals, and any and all products and by-products derived in any way therefrom; (b) To manufacture, buy, sell, deal in, and to engage in, conduct, and carry on the business of manufacturing, buying, selling and dealing in goods, wares and merchandise of every class and description; (c) To carry on and conduct a general wholesale and retail mercantile business; (d) To lease or buy stores, storerooms, warehouses, branch offices and any other type of business space convenient or suitable for effectuating any of the purposes of the corporation in Missouri or in any other state; (e) To enter into contracts or agreements in any form whatsoever with manufacturers, distributors or wholesalers of goods, wares and merchandise granting to this corporation exclusive or non-exclusive rights of representation, distribution, sale or other handling of the products of said manufacturer, wholesaler or distributor in any territory of the United States; (f) To buy, lease, contract for, invest in, or otherwise acquire any real or personal property, or any interest therein, or all or any part of the good will, rights, franchises, property and business of any person, entity, partnership, association or corporation, to pay for the same in cash or in stock of any class, bonds, or other obligations of the corporation or otherwise, to hold, utilize and in any manner dispose of the whole or any part of the rights and property so acquired, to assume in connection therewith any liabilities of any such person, entity, partnership, association or corporation, and conduct in any lawful 21 23 manner the whole or any part of the business thus acquired; (g) To acquire, through the purchase of stock or otherwise, other corporations, companies, firms and associations, or any interest therein, and to own and operate, as subsidiaries or otherwise, and to finance the activities and businesses of, said corporations, companies, firms, and associations; (h) To sell, lease, exchange, convey, mortgage, pledge, transfer, assign and deliver, and otherwise dispose of, all, or any part of the property, assets and effects of the corporation, and receive in payment therefor cash or stocks, bonds, notes, debentures, or other securities or evidences of indebtedness or obligations of any individual, firm, corporation, company, association, trust or organization, on such terms and conditions as the Board of Directors of the corporation shall determine, subject to limitations, restrictions or requirements imposed by law; (i) To act as principal, agent, broker, dealer, factor, jobber, commission merchant or in any representative capacity; and to be a general or limited partner, in transacting any business authorized herein; (j) To manufacture, buy, sell, exchange, mortgage, encumber, improve, develop, manage, control, assign, transfer, convey, lease, pledge, or otherwise acquire, hold, own, alienate or dispose of, property of any kind whatsoever, real, personal or mixed, wheresoever situated or any interest therein; (k) To construct, improve, rebuild, alter, decorate, maintain, manage, control, lease, encumber, or otherwise to acquire, hold and dispose of and deal in any and all kinds of improvements upon land belonging to this company, or upon other land; (l) To enter into any lawful arrangements for profit sharing, reciprocal concession or cooperation, with any corporation, association, partnership, syndicate or entity, person or governmental, municipal or public authority, domestic or foreign, in the carrying on of any business which the corporation is authorized to carry on or any business or transactions deemed necessary, or convenient or incidental to carrying out any of the purposes of the corporation; (m) To lease, purchase, manufacture, or otherwise acquire and to own, hold, mortgage, pledge, assign, transfer, or otherwise dispose of, and generally to deal in and use building materials, tools, equipment, furniture, fixtures and supplies incident to or useful in connection with the purchase, sale, ownership, construction, maintenance, and management of real estate, buildings and other structures; (n) To acquire, hold, sell, use, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or of any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of the corporation; (o) To purchase, insofar as the same may be done without impairing the stated capital of the corporation, and to hold, pledge and reissue shares of its own capital stock, but such shares so acquired and held shall not be entitled to vote, either directly or indirectly, nor to receive dividends; (p) To purchase, or in any manner acquire, to own and hold, receive and dispose of the income from, to guarantee, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, and to exercise all of the rights of individual natural persons with respect to any bonds, securities and evidences of indebtedness of, or shares of stock in any corporation or joint stock company of any state, territory or country, and while the owner of said stock, to exercise all of the rights, powers and privileges of ownership, including the right to vote thereon; (q) To purchase, incorporate and/or cause to be merged, consolidated, reorganized or liquidated, and to promote, take charge of and aid, in any way permitted by law, the incorporation, merger, consolidation or liquidation of any corporation, association or entity; (r) To make contracts and guarantees and incur liabilities, to borrow or raise moneys for any of the purposes of the corporation and from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, convertible or non-convertible, and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof and of the interest thereon by mortgage on, or pledge, conveyance or assignment in trust of the whole or any part of the assets of the corporation, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose of such securities or other obligations of the corporation for its corporate purposes; (s) To enter into, make, perform and carry out contracts of every sort and kind, for any lawful purpose, with any person, firm, association or corporation, whether public, private or municipal or body politic, and with the Government of the United States or any state, territory or colony thereof, or any foreign government; (t) To conduct business in all other states, the District of Columbia, the territories, possessions and dependencies of the United States and in any or all foreign countries, to have one or more offices out of the State of Missouri, and to hold, purchase, lease, let, mortgage and convey real and personal property out of said state as well as therein; (u) To do any and everything necessary or convenient for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinabove enumerated, either for itself or as agent for any person, firm or corporation, either alone or in association with other 22 24 corporations, or with any firm or individual; to engage in any other lawful business or operation deemed advantageous or desirable, and to do any and everything incidental to, growing out of, or germane to any of the foregoing purposes or objects, and to have and exercise all of the powers and rights conferred by the laws of the State of Missouri upon corporations formed under or accepting The General and Business Corporation Law of Missouri, and all acts amendatory thereof and supplemental thereto, it being expressly provided that the foregoing clauses shall be construed both as objects and powers and shall be in furtherance and not in limitation of the powers conferred by the laws of the State of Missouri and that the foregoing enumeration of specific powers shall not be held to alter or restrict in any manner the general powers of this corporation." 4. The number of shares entitled to vote on the amendment was 4,134,483, being all of the outstanding shares of common stock of the corporation. 5. The number of shares voted for the amendment was 3,355,368. The number of shares voted against the amendment was 53,898. 6. The total number of shares authorized by the Articles of Incorporation of this corporation is 8,013,620, consisting of 7,133,620 shares of common stock of the par value of $4 per share and 880,000 shares of preferred stock of the par value of $25 per share. The preferences, rights, privileges, restrictions and other distinctive features of the shares of each class of stock of this corporation are set forth in said Articles of Incorporation in Articles III, III-A, III-B, III-C, and III-D. IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to be affixed and this certificate to be signed by H. R. Derrick, its President and Chairman of the Board of Directors and Chairman of its meeting of shareholders and attested by D. L. Gardner, its Secretary, this 24th day of January, 1969. H. R. DERRICK (Seal) President and Chairman of the Board ----------------------------------- of Directors and Chairman of the -------------------------------- Meeting of Shareholders ----------------------- Attest: D. L. GARDNER Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) I, Dorothy Paffrath, a notary public, do hereby certify that on this 24th day of January, 1969, personally appeared before me H. R. Derrick, who, being by me first duly sworn, declared that he is the President and Chairman of the Board of Directors of Laclede Gas Company, that he signed the foregoing document as President and Chairman of the Board of Directors of the corporation and as Chairman of the meeting of shareholders referred to in said document, and that the statements therein contained are true. My commission expires: September 24, 1971 DOROTHY PAFFRATH Notary Public ------------- Notary for the County of St. Louis which adjoins the City of St. Louis (Seal) (Filed and Certificate issued January 27, 1969--James C. Kirkpatrick Corporation Dept. Secretary of State) 23 25 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: 1. The name of this corporation is "Laclede Gas Company". The name under which the corporation was originally organized was "The Laclede Gas Light Company". The change to the present name was made on April 1, 1950. 2. On January 28, 1971, at the annual meeting held at the office of the corporation at 720 Olive Street, St. Louis, Missouri, the shareholders adopted an amendment of the corporation's Articles of Incorporation. 3. The amendment adopted at said annual meeting of shareholders is as follows: RESOLVED: That the Articles of Incorporation of this corporation be amended by deleting from the Articles contained in the Certificate of Acceptance of The General and Business Corporation Act of Missouri, as amended, filed by this corporation in the office of the Secretary of State of Missouri on February 28, 1947, the Articles designated "III-B", "III-C", and "III-D", and adopting in lieu thereof a new Article to be known as Article III-B which shall read as follows: "ARTICLE III-B Upon the issuance for money or other consideration of any shares of capital stock of this corporation or of any securities convertible into shares of capital stock of the corporation, of any class whatever which may be authorized from time to time, no holder of shares of common stock of this corporation shall be entitled as such as a matter of right to subscribe for, purchase or receive any proportionate or other share of the capital stock or securities so issued, but all or any portion of such capital stock may be disposed of by the corporation, as and when determined by the Board of Directors, free of any such rights, whether by offering the same to shareholders or by sale or other disposition as the Board of Directors may deem advisable; provided, however, that if the Board of Directors shall determine to issue and sell any shares of common stock (including, for the purposes of this paragraph, any security convertible into common stock, but excluding shares of such common stock and securities convertible into such common stock theretofore reacquired by this corporation after having been duly issued) solely for money and other than by: (1) A public offering thereof, or (2) An offering thereof to or through underwriters or dealers who shall agree promptly to make a public offering thereof, or (3) Any other offering thereof which shall have been authorized or approved by the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for such purpose) of the holders of a majority of the shares of common stock then outstanding and entitled to vote, such shares of common stock shall first be offered pro rata to the holders of record of the then outstanding shares of common stock (excluding outstanding shares of such common stock held for the benefit of holders of scrip certificates or other instruments representing fractional interests in a full share of such common stock) upon terms which, in the judgment of the Board of Directors, shall be not less favorable (without deduction of such reasonable compensation for the sale, underwriting or purchase of such shares by underwriters or dealers as may lawfully be paid by this corporation) to the purchaser than the terms upon which such shares are offered to others than such holders of the common stock; provided that this corporation shall not be obligated to offer or to issue any fractional interest in a full share of common stock; and provided further that the time within which such preemptive rights shall be exercised may be limited to such time as to the Board of Directors may seem proper, not less, however, than fourteen days after the mailing of notice that such preemptive rights are available and may be exercised." 24 26 4. The number of shares of common capital stock outstanding on December 9, 1970, (the record date) and therefore entitled to vote at the meeting was 4,143,693. Only the holders of common stock were entitled to vote on the aforesaid amendment. 5. The number of shares voted for the amendment was 3,341,912 and the number of shares voted against said amendment was 277,027. 6. The total number of shares authorized by the Articles of Incorporation of this corporation at the time of the vote on the aforesaid amendment was 8,013,620, consisting of 7,133,620 shares of common stock of the par value of $4.00 per share, and 880,000 shares of preferred stock of the par value of $25.00 per share. The preferences, rights, privileges, restrictions and other distinctive features of the shares of each class of stock of this corporation, after the adoption of the foregoing amendment, are set forth in said Articles of Incorporation in Articles III, III-A and III-B. IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to be affixed and this certificate to be signed by L. M. Liberman, its President and Chairman of its meeting of shareholders, and attested by R. L. Eckhart, its Secretary, this 5th day of February, 1971. LEE M. LIBERMAN (SEAL) President and Chairman of the ----------------------------- Meeting of Shareholders ----------------------- Attest: R. L. ECKHART Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) I, Geraldine Ann Walker, a notary public, do hereby certify that on this 5th day of February, 1971, personally appeared before me L. M. Liberman, who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation and as Chairman of the meeting of shareholders referred to in said document, and that the statements therein contained are true. My commission expires: July 21, 1971. GERALDINE ANN WALKER (Seal) Notary Public ------------- (Filed and Certificate issued February 8, 1971--James C. Kirkpatrick Corporation Dept. Secretary of State) 25 27 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: 1. The name of this corporation is "Laclede Gas Company". The name under which the corporation was originally organized was "The Laclede Gas Light Company". The change to the present name was made on April 1, 1950. 2. At the meeting hereinafter mentioned, the following amendment was adopted: RESOLVED: That the Articles of Incorporation or charter of this corporation, as heretofore amended, be amended by substituting in Article III-A thereof (a) for the number "8,013,620" (denoting the aggregate number of shares of all classes which this corporation shall have authority to issue), the number "8,613,620", and (b) for the number "880,000" (denoting the number of shares of preferred stock of the par value of $25 per share which this corporation shall have authority to issue), the number "1,480,000", so that, as amended, the first sentence of said Article III-A (including the two parenthetically numbered clauses thereof) will read as follows: "The aggregate number of shares which this corporation shall have authority to issue is 8,613,620 shares, divided into two classes, a class of common stock and a class of preferred stock, and the number of shares of each class is (1) 7,133,620 shares of common stock of the par value of $4.00 per share, being the same shares referred to in Article III of these Articles prior to the amendment of said Articles hereby. (2) 1,480,000 shares of preferred stock of the par value of $25 per share." Said amendment was adopted, after due notice to the holders of common stock and holders of preferred stock, at the annual meeting of shareholders of the corporation held at the office of the corporation, 720 Olive Street, St. Louis, Missouri, on January 28, 1971. 3. The vote for and against said amendment was as follows: 529,562 shares of preferred stock, voting as a separate class, were entitled to vote on said amendment, and of said shares, 457,629 shares (being a majority and also in excess of 75%) were voted for and 13,706 shares were voted against said amendment; 4,143,693 shares of common stock were entitled to vote on said amendment, and of said shares, 3,284,069 shares (being in excess of 75%) were voted for and 294,961 shares were voted against said amendment. 4. The total number of shares authorized by the Articles of Incorporation of this corporation at the time of the vote on the aforesaid amendment was 8,013,620, consisting of 7,133,620 shares of common stock of the par value of $4.00 per share, and 880,000 shares of preferred stock of the par value of $25.00 per share. Accordingly, prior to the amendment set forth in paragraph 2 hereof, the corporation had a total authorized capital stock of $50,534,480. The amendment set forth in paragraph 2 hereof authorizes an additional $15,000,000 capital stock (600,000 additional shares of preferred stock, par value $25.00 per share). Accordingly, after the amendment set forth in paragraph 2 hereof, the total authorized capital stock of the corporation is $65,534,480. The preferences, rights, privileges, restrictions and other distinctive features of the shares of each class of stock of this corporation are set forth in said Articles of Incorporation in Articles III, III-A and III-B. 5. None of said 600,000 newly authorized shares of preferred stock is to be issued immediately. Said newly authorized shares are to be issued upon such terms and for such consideration (not less than par) as may be determined from time to time by the corporation's Board of Directors. The newly authorized preferred shares are of the same class as, and for the same preferences, rights, privileges and restrictions as the 880,000 shares of preferred stock previously authorized. 26 28 IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to be affixed and this certificate to be signed by L. M. Liberman, its President and Chairman of its meeting of shareholders, and attested by R. L. Eckhart, its Secretary, this 5th day of February, 1971. LEE M. LIBERMAN (SEAL) President and Chairman of the ----------------------------- Meeting of Shareholders ----------------------- Attest: R. L. ECKHART Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) I, Geraldine Ann Walker, a notary public, do hereby certify that on this 5th day of February, 1971, personally appeared before me L. M. Liberman, who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation and as Chairman of the meeting of shareholders referred to in said document, and that the statements therein contained are true. My commission expires: July 21, 1971. GERALDINE ANN WALKER (Seal) Notary Public ------------- (Filed and Certificate issued February 8, 1971--James C. Kirkpatrick Corporation Dept. Secretary of State) 27 29 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Laclede Gas Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows: 1. The name of this corporation is "Laclede Gas Company". The name under which the corporation was originally organized was "The Laclede Gas Light Company". The change to the present name was made on April 1, 1950. 2. At the meeting hereinafter mentioned, the following amendment was adopted: RESOLVED: That the Articles of Incorporation or charter of this corporation, as heretofore amended, be amended by deleting from paragraph 3 of Article III-A thereof the phrase 'which shall in no case exceed eight per cent per annum' (denoting the maximum dividend rate which the Board of Directors of the Company is authorized to fix on preferred shares of any particular series) so that said paragraph 3 of Article III-A as amended, will read as follows: "3. Before any dividends on common stock shall be declared or paid or set apart for payment, the holders of outstanding preferred stock of any series shall be entitled to receive, but only when and as declared, out of any funds legally available for the declaration of dividends, cumulative cash dividends thereon at a dividend rate per share of the per cent per annum of the par value thereof applicable to the shares of such series, and no more, payable to shareholders of record as of a date, not exceeding thirty days preceding the date for the payment of any such dividend, fixed in advance by the board of directors as the record date for the determination of the shareholders entitled to receive payment of such dividend. The board of directors is hereby expressly authorized, by resolution adopted prior to the issuance of any shares of any particular series, to fix the dividend rate applicable to the shares of such series and the date from which dividends on shares of such series issued prior to the date for payment of the first dividend thereon shall be cumulative." Said amendment was adopted, after due notice to the holders of common stock and holders of preferred stock, at the annual meeting of shareholders of the corporation held at the office of the corporation, 720 Olive Street, St. Louis, Missouri, on January 28, 1971. 3. The vote for and against said amendment was as follows: 529,562 shares of preferred stock, voting as a separate class, were entitled to vote on said amendment, and of said shares, 457,993 shares (being in excess of 75%) were voted for and 13,342 shares were voted against said amendment; 4,143,693 shares of common stock were entitled to vote on said amendment, and of said shares, 3,174,872 shares (being in excess of 75%) were voted for and 404,258 shares were voted against said amendment. 4. The total number of shares authorized by the Articles of Incorporation of this corporation at the time of the vote on the aforesaid amendment was 8,013,620, consisting of 7,133,620 shares of common stock of the par value of $4.00 per share, and 880,000 shares of preferred stock of the par value of $25.00 per share. The preference, rights, privileges, restrictions and other distinctive features of the shares of each class of stock of this corporation are set forth in said Articles of Incorporation in Articles III, III-A and III-B. 28 30 IN WITNESS WHEREOF, Laclede Gas Company has caused its corporate seal to be affixed and this certificate to be signed by L. M. Liberman, its President and Chairman of its meeting of shareholders, and attested by R. L. Eckhart, its Secretary, this 5th day of February, 1971. (SEAL) LEE M. LIBERMAN President and Chairman of the ----------------------------- Meeting of Shareholders ----------------------- Attest: R. L. ECKHART Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) I, Geraldine Ann Walker, a notary public, do hereby certify that on this 5th day of February, 1971, personally appeared before me L. M. Liberman, who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation and as Chairman of the meeting of shareholders referred to in said document, and that the statements therein contained are true. My commission expires: July 21, 1971. GERALDINE ANN WALKER Notary Public ------------- (Seal) (Filed and Certificate issued February 8, 1971--James C. Kirkpatrick Corporation Dept. Secretary of State) 29 31 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is "Laclede Gas Company". The name under which it was originally organized was "The Laclede Gas Light Company". 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on January 27, 1983. 3. Article IV was amended to read as follows: "ARTICLE IV The number of directors shall be fixed (or changed) from time to time by, or in the manner specified in, the bylaws; provided that the total number of directors (as thus fixed or changed) constituting the Board of Directors shall in no event be less than nine (9) nor more than twelve (12). None of such directors need be shareholders of this cor- poration. This corporation shall give written notice to the Secretary of State of the number of the directors thus fixed (or changed) by any method, such notice to be given within thirty (30) calendar days of each date when the number of directors is thus fixed (or changed). The director shall be elected by cumulative voting as provided by Missouri law, and shall, without limiting their other powers, have the power to make, alter, amend or repeal the bylaws of this corporation." 4. Of the 4,363,025 shares outstanding, 4,363,025 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
Number of Outstanding Class Shares ----- ----------- Common 4,363,025
5. The number of shares voted for and against the amendment was as follows:
No. Voted Class No. Voted For Against ----- ------------- --------- Common 3,197,606 72,453
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its President, Lee M. Liberman, has executed this instrument and its Secretary, David L. Gardner, has affixed its corporate seal hereto and attested said seal on the 27th day of January, 1983. LACLEDE GAS COMPANY (Seal) By LEE M. LIBERMAN President --------- ATTEST DAVID L. GARDNER Secretary --------- 30 32 STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) I, Betty J. Richardson, a notary public, do hereby certify that on this 27th day of January, 1983, personally appeared before me Lee M. Liberman who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. BETTY J. RICHARDSON (Seal) Notary Public ------------- My commission expires April 11, 1985. (Filed and Certificate issued January 27, 1983--James C. Kirkpatrick Corporation Dept. Secretary of State) 31 33 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is Laclede Gas Company. The name under which it was originally organized was The Laclede Gas Light Company. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on January 26, 1984. 3. Article III-A was amended, effective as of the close of business on February 20, 1984, to read as follows: RESOLVED, that the first sentence (including the two parenthetically numbered clauses of said first sentence) of Article III-A of the Articles of Incorporation of Laclede Gas Company is hereby deleted in its entirety, effective as of the close of business on ---------------------------------------- February 20, 1984, and superseded effective on the same date, by the - ----------------- following first sentence of said Article III-A: "ARTICLE III-A The aggregate number of shares which this corporation shall have authority to issue is 21,480,000 shares, divided into two (2) classes, a class of common stock and a class of preferred stock, and the number of shares of each class is: (1) 20,000,000 shares of common stock of the par value of $2.00 per share; and (2) 1,480,000 shares of preferred stock of the par value of $25.00 per share." 4. Of the 4,665,879 shares outstanding, 4,363,025 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
Number of Outstanding Class Shares ----- ----------- Common 4,363,025
5. The number of shares voted for and against the amendment was as follows:
No. Voted Class No. Voted For Against ----- ------------- --------- Common 3,618,521 27,297
6. If the amendment changed the number or par value of authorized shares having a par value the amount of increase in dollars of authorized shares having a par value as changed is: $11,465,520 7. If the amendment provides for an exchange, reclassification, or ---------------- cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: (a) each share of this corporation's $4.00 per share par value common stock, issued and outstanding or held in the treasury of this corporation, is hereby reclassified, converted and changed into two (2) fully paid and non-assessable shares of the common stock of this corporation having a par value of $2.00 per share, said two (2) shares to be evidenced respectively by the certificates referred to in subclauses (c) and (d) below; (b) the entire stated capital in respect to all of the issued shares of this corporation's $4.00 per share par value common stock, shall remain unchanged and shall continue to be allocated pro rata to all of the issued shares 32 34 of this corporation's common stock, having a par value of $2.00 per share, then issued immediately following the effectiveness of the Amendment (or to be issued to effectuate the reclassification of shares and stock split-up referred to in subclause (a) above); (c) each certificate formerly representing one or more shares of this corporation's $4.00 per share par value common stock (a "Certificate") will, without further action, represent the same number of shares of this corporation's $2.00 per share par value common stock; and (d) each holder of record of a Certificate as of the close of business on the effective date of the Amendment shall be entitled to receive, as soon as practicable, and without surrender of the Certificate, an additional certificate, or additional certificates, ---------- ---------- representing that number of shares of common stock of this corporation, having a par value of $2.00 per share, equal to the number of shares of common stock represented by the Certificate. IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its President, Lee M. Liberman, has executed this instrument and its Secretary, David L. Gardner, has affixed its corporate seal hereto and attested said seal on the 26th day of January, 1984. LACLEDE GAS COMPANY (SEAL) By LEE M. LIBERMAN President --------- ATTEST DAVID L. GARDNER Secretary --------- STATE OF MISSOURI ) ) SS. COUNTY OF ST. LOUIS ) I, Betty J. Richardson, a notary public, do hereby certify that on this 26th day of January, 1984, personally appeared before me Lee M. Liberman who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. BETTY J. RICHARDSON (SEAL) Notary Public ------------- My commission expires 4/11/85. (Filed and Certificate issued January 26, 1984--James C. Kirkpatrick Corporation Dept. SECRETARY OF STATE) 33 35 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is Laclede Gas Company. The name under which it was originally organized was The Laclede Gas Light Company. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on January 26, 1984. 3. Article IV was amended to read as follows: RESOLVED, that the Articles of Incorporation of Laclede Gas Company are hereby amended by restating Article IV thereof as Section A of Article IV, as amended; and by adding immediately thereafter three (3) new Sections to said Article IV, as amended, to be known respectively as Sections B, C, and D thereof; so that Article IV, as thus amended, will read, in its entirety, as follows: "ARTICLE IV A. Number of Directors The number of directors shall be fixed (or changed) from time to time by, or in the manner specified in, the bylaws; provided that the total number of directors (as thus fixed or changed) constituting the Board of Directors shall in no event be less than nine (9) nor more than twelve (12). None of such directors need be shareholders of this corporation. This corporation shall give written notice to the Secretary of State of the number of the directors thus fixed (or changed) by any method, such notice to be given within thirty (30) calendar days of each date when the number of directors is thus fixed (or changed). The directors shall be elected by cumulative voting as provided by Missouri law, and shall, without limiting their other powers, have the power to make, alter, amend or repeal the bylaws of this corporation. B. Classification of Directors The time of service and mode of classification of the Board of Directors shall be set in the bylaws of this corporation; provided, -------- however, that the Board of Directors shall be classified into three (3) - ------- classes, each class to be elected for a three (3) year term, and to be of a size as nearly equal to the other classes as possible, and with successive annual elections of the respective classes (so that one separate class will be elected each year). The classification of the Board of Directors, as set forth in the proviso portion of the ------- immediately preceding sentence of this Section B, shall, however, be subject and subordinate to those provisions contained in numbered subdivision 9 of Article III-A of these Articles of Incorporation, which provisions set forth certain special rights of holders of outstanding shares of preferred stock to elect directors following the occurrence of certain defaults in the payment of dividends thereon. C. Removal of Directors At a meeting called expressly for such purpose, directors may be removed in the manner provided in this Section C of Article IV. The entire Board of Directors may be removed, with or without cause, only by a vote of not less than two-thirds (2/3) of all the outstanding shares entitled to vote at such meeting. Subject to the provisions of the final sentence of this Section C, less than the entire Board of Directors may be removed, with or without cause, only by a vote of not less than two-thirds (2/3) of all the outstanding shares entitled to vote at such meeting; provided, however, that no director may be ----------------- removed, if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the class of directors of which he is a part. Whenever the holders of the outstanding shares of any class are then entitled to elect one or more directors, the provisions of this Section C of Article IV shall apply (with respect to the removal of any such director or directors so elected) to the 34 36 vote of the holders of the outstanding shares of that class, and not to the vote of all outstanding shares as a whole. Notwithstanding any of the foregoing, any director of this corporation may, pursuant to Missouri law, be removed for cause, by action of a majority of the entire Board of Directors, if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the Articles of Incorporation or bylaws for election as a director, or shall be in breach of any agreement between such director and this corporation relating to such director's services as a director or employee of this corporation. D. Amendment This Article IV may be amended, repealed, deleted or otherwise changed, only upon the affirmative vote of not less than two-thirds (2/3) of all of the outstanding shares entitled to vote at a meeting called for such purpose; provided, however, that whenever the holders of ----------------- the outstanding shares of any class are then entitled to elect one or more directors, any amendment amending, repealing, deleting or otherwise changing this Article IV, shall also require the affirmative vote of not less than two-thirds (2/3) of the outstanding shares of each such class." 4. Of the 4,665,879 shares outstanding, 4,363,025 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
Number of Outstanding Class Shares ----- ----------- Common 4,363,025
5. The number of shares voted for and against the amendment was as follows:
No. Voted Class No. Voted For Against ----- ------------- --------- Common 3,242,684 134,889
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its President, Lee M. Liberman, has executed this instrument and its Secretary, David L. Gardner, has affixed its corporate seal hereto and attested said seal on the 26th day of January, 1984. LACLEDE GAS COMPANY (SEAL) By LEE M. LIBERMAN President --------- ATTEST DAVID L. GARDNER Secretary --------- STATE OF MISSOURI ) ) SS. COUNTY OF ST. LOUIS ) I, Betty J. Richardson, a notary public, do hereby certify that on this 26th day of January, 1984, personally appeared before me Lee M. Liberman who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. (SEAL) BETTY J. RICHARDSON Notary Public ------------- My commission expires 4/11/85. (Filed and Certificate issued January 26, 1984--James C. Kirkpatrick Corporation Dept. SECRETARY OF STATE) 35 37 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is Laclede Gas Company. The name under which it was originally organized was The Laclede Gas Light Company. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on January 26, 1984. 3. Article VII was amended to read as follows (present Article VII being renumbered as Article VIII): RESOLVED, that the Articles of Incorporation of Laclede Gas Company are hereby amended to add the following new Article VII, and to renumber the present Article VII thereof as Article VIII. "ARTICLE VII A. Approval The approval of any Business Combination (as hereinafter defined) shall, in lieu of any lesser affirmative vote of shareholders required by law, require at least the higher of the following affirmative votes ------ of the outstanding shares of this corporation entitled to vote at a regular or at a special meeting of shareholders called for such purpose: (i) the affirmative vote of eighty percent (80%) of all of such outstanding shares; or (ii) the affirmative vote of a majority of all of such outstanding shares which are not then owned directly or indirectly by a Substantial Shareholder (as hereinafter defined), plus ---- the affirmative vote of all of such shares then owned directly or indirectly by the Substantial Shareholder; provided, however, that any ----------------- such Business Combination may be approved on the affirmative vote required by law if: (1) There are one or more Continuing Directors (as hereinafter defined), and the Business Combination shall have been approved by a majority of them; or (2) All of the following conditions of clauses (a) and (b) below have been met: (a) The cash, or Fair Market Value (as hereinafter defined) of the property, securities or other consideration to be received per share by the shareholders of each class of stock of this corporation in the Business Combination is not less than the highest of: (i) the highest per share price paid by the Substantial Shareholder for the acquisition of any shares of such class, with appropriate adjustments for stock splits, stock dividends and like distributions; or (ii) the Fair Market Value (as defined in Article VII B (5) (a) below) of such share; or (iii) the highest price then being offered for such share in any other bona fide offer outstanding on the date the Business Combination is approved by the board of directors. (b) Subsequent to the Substantial Shareholder's becoming a Substantial Shareholder, but prior to the consummation of the Business Combination, (and except as otherwise approved by a majority of the Continuing Directors): (i) there shall have been no failure to declare and pay on the regular date therefor any full quarterly dividends due on the outstanding preferred stock and/or any preference stock of this corporation; and (ii) there shall have been: (A) no reduction in the annual rate of dividends paid on the common stock of this corporation (except as necessary to reflect any subdivision of such common 36 38 stock); and (B) no failure to increase such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of common stock of this corporation. B. Definitions For purposes of this Article VII, the following terms shall have the following respective meanings: (1) The term "Affiliate" and the term "Associate" shall have the respective meanings which were contained in the definitions thereof set forth as of November 30, 1983 in Rule 12b-2 under the Exchange Act. (2) The term "Business Combination" shall mean: (a) any merger or consolidation of this corporation or any subsidiary of this corporation with (i) any Substantial Shareholder or (ii) any other corporation (whether or not itself a Substantial Shareholder) which is, or after such merger or consolidation would be, an Affiliate of a Substantial Shareholder, regardless of which entity survives; or (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to, or with, any Substantial Shareholder, of any assets of this corporation or any subsidiary of this corporation, or both, which assets have an aggregate fair market value of more than ten million dollars ($10,000,000); or (c) the adoption of any plan or proposal for the liquidation or dissolution of this corporation proposed by or on behalf of a Substantial Shareholder; or (d) any transaction involving this corporation or any of its subsidiaries, including, without limitation, the issuance or transfer of any securities of, any reclassification of securities of, or any recapitalization of, this corporation or any of its subsidiaries, or any merger or consolidation of this corporation with any of its subsidiaries (whether or not involving a Substantial Shareholder), if the transaction would have the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of this corporation (or any subsidiary) owned directly or indirectly by a Substantial Shareholder. (3) The term "Continuing Director" shall mean any member of the board of directors of this corporation who is not an Affiliate or Associate of the Substantial Shareholder, and who was a member of the board of directors prior to the time that the Substantial Shareholder became a Substantial Shareholder; and any successor of a Continuing Director, if the successor is not an Affiliate or Associate of the Substantial Shareholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors. (4) The term "Exchange Act" shall mean the Securities Exchange Act of 1934. (5) The term "Fair Market Value" shall mean: (a) in the case of stock, the highest closing sale price per share of a share of such stock during the 30-day period immediately preceding the approval of the Business Combination by the board of directors of this corporation (such date of board of directors' approval being hereinafter called the "Approval Date") as reported by any United States securities exchange registered under the Exchange Act on which such shares are listed, or, if such shares are not listed on any such securities exchange, then the highest closing bid quotation for any of such shares as reported during the aforesaid 30-day period on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or, if no such closing sales price or bid quotation is reported, the fair market value, as determined on the Approval Date by a majority of Continuing Directors; or (b) in the case of property or securities other than cash or stock, the fair market value of said property or securities on the Approval Date, as determined by a majority of the Continuing Directors. (6) The term "Substantial Shareholder" shall mean and include any individual, corporation, partnership or other person or entity which, together with its Affiliates and Associates is at any time the "Beneficial 37 39 Owner" (as determined in accordance with the criteria set forth as of November 30, 1983 under Rule 13d-3 under the Exchange Act) in the aggregate of more than ten percent (10%) of the outstanding shares of this corporation, entitled to vote in an election of directors; and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity. C. Amendment This Article VII may be amended only upon at least the higher of the ------ following affirmative votes of the outstanding shares of this corporation entitled to vote at a regular or at a special meeting of shareholders called for such purpose: (i) the affirmative vote of eighty percent (80%) of all such outstanding shares; or (ii) the affirmative vote of a majority of all of such outstanding shares which are not then owned directly or indirectly by a Substantial Shareholder, plus the affirmative vote of all of such shares then ---- owned directly or indirectly by the Substantial Shareholder; provided, -------- however, that this Article VII may be amended upon the affirmative vote of a - ------- simple majority of such shares if: (1) there is not then a Substantial Shareholder, and such amendment has been approved by a majority of the board of directors; or (2) there is then a Substantial Shareholder, and such amendment has been approved by a majority of the Continuing Directors." 4. Of the 4,665,879 shares outstanding 4,363,025 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
Number of Outstanding Class Shares ----- ----------- Common 4,363,025
5. The number of shares voted for and against the amendment was as follows:
No. Voted Class No. Voted For Against ----- ------------ --------- Common 3,220,016 149,795
IN WITNESS WHEREOF, the undersigned, LACLEDE GAS COMPANY by its President, Lee M. Liberman, has executed this instrument and its Secretary, David L. Gardner, has affixed its corporate seal hereto and attested said seal on the 26th day of January, 1984. LACLEDE GAS COMPANY (SEAL) By LEE M. LIBERMAN President --------- ATTEST DAVID L. GARDNER Secretary --------- 38 40 STATE OF MISSOURI ) ) SS. COUNTY OF ST. LOUIS ) I, Betty J. Richardson, a notary public, do hereby certify that on this 26th day of January, 1984, personally appeared before me Lee M. Liberman who, being by me first duly sworn, declared that he is the President of Laclede Gas Company, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. (SEAL) BETTY J. RICHARDSON Notary Public ------------- My commission expires 4/11/85. (Filed and Certificate issued January 26, 1984--James C. Kirkpatrick Corporation Dept. SECRETARY OF STATE) 39 41 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is LACLEDE GAS COMPANY. The name under which it was originally organized was THE LACLEDE GAS LIGHT COMPANY. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on January 22, 1987. 3. Article Number #VIII is amended to read as follows: (present Article VIII being renumbered as Article IX): RESOLVED FURTHER, that the Articles of Incorporation of Laclede Gas Company are hereby amended to add the following new Article VIII, and to renumber the present Article VIII thereof as Article IX: "Article VIII A. This corporation shall indemnify each of its Directors and Officers to the full extent specified by Section 351.355 of the Revised Statutes of Missouri, as amended from time to time, (the "Indemni- fication Statute") and, in addition, shall indemnify each of them against all expenses (including, without limitation, all attorneys' fees, judgments, fines and amounts paid in settlement) incurred by such Director or Officer in connection with any claim (including without limitation any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of this corporation or any other corporation) by reason of the fact that such Director or Officer is or was serving this corporation or at the request of this corporation in any of the capacities referred to in the Indemnification Statute or arising out of such Director's or Officer's status in any such capacity, provided that this corporation shall not indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, or to the extent that such indemnification shall otherwise be finally adjudged to be prohibited by applicable law. B. This corporation may, to such extent as it deems appropriate and as may be permitted by the Indemnification Statute, indemnify any other person referred to in the Indemnification Statute against any such expenses incurred by such person in connection with any such claim by reason of the fact that such person is or was serving this corporation, or at the request of this corporation, in any of such capacities or arising out of such person's status in any such capacity. C. This corporation is authorized to give or supplement any of the aforesaid indemnifications by bylaw, agreement or otherwise and fund them by insurance to the extent it deems appropriate. Amounts to be paid under this Article shall be disbursed at such times and upon such procedures as this corporation shall determine. All such indemnifica- tion shall continue as to any person who has ceased to serve in any of the aforesaid capacities and shall inure to the benefit of the heirs, devisees and personal representatives of such person. The Indemnifica- tion provided for under Section A or given or supplemented under this Section C of this Article VIII shall survive elimination or modification of this Article with respect to any such expenses incurred in connection with claims arising out of acts or omissions occuring prior to such elimination or modification and persons to whom such indemnification is given shall be deemed to have commenced or continued their services in reliance upon all of the foregoing, and shall be entitled to rely upon such indemnification as a contract with this corporation, and/or as a third party beneficiary with respect to this Article VIII." 40 42 4. Of the 8,049,865 shares outstanding, 7,867,731 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
Number of Outstanding Class Shares ----- ----------- Common 7,867,731
5. The number of shares voted for and against the amendment was as follows:
No. Voted Class No. Voted For Against ----- ------------- --------- Common 5,924,523 199,777
6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: N/A. If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: N/A. 7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: N/A. IN WITNESS WHEREOF, the undersigned, Laclede Gas Company by its President, Lee M. Liberman, has executed this instrument and its Secretary, David L. Gardner has affixed its corporate seal hereto and attested said seal on the 22nd day of January, 1987. LACLEDE GAS COMPANY (SEAL) By: LEE M. LIBERMAN President --------- ATTEST: DAVID L. GARDNER Secretary --------- STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) I, Betty J. Richardson, a Notary Public, do hereby certify that on this 22nd day of January, 1987, personally appeared before me Lee M. Liberman who, being by me first duly sworn, declared that he is the President of Laclede Gas Company that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. (SEAL) BETTY J. RICHARDSON Notary Public ------------- My commission expires 4/11/89. (Filed and Certificate issued January 22, 1987 - Roy D. Blunt Corporate Dept. SECRETARY OF STATE) 41 43 LACLEDE GAS COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is LACLEDE GAS COMPANY. The name under which it was originally organized was THE LACLEDE GAS LIGHT COMPANY. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on January 27, 1994, to be effective February 11, 1994. 3. Article Number III-A is amended effective as of the close of business on February 11, 1994, as follows: RESOLVED, that the first sentence (including the two parentheti- cally numbered clauses of said first sentence) of Article III-A of the Articles of Incorporation of Laclede Gas Company is hereby deleted in its entirety, effective as of the close of business on February 11, 1994, and superseded effective on the same date, by the following first sentence of said Article III-A; "ARTICLE III-A The aggregate number of shares which this corporation shall have authority to issue is 51,480,000 shares, divided into two (2) classes, a class of common stock and a class of preferred stock, and the number of shares in each class is: (1) 50,000,000 shares of common stock of the par value of $1.00 per share; and (2) 1,480,000 shares of preferred stock of the par value of $25.00 per share." 42 44 4. Of the 7,793,231 common shares outstanding, 7,793,231 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
Class Number of Outstanding Shares ----- ---------------------------- Common Stock 7,793,231
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against Abstain ----- ------------- ----------------- ------- Common Stock 6,070,166 51,151 71,864
6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: $50,000,000 - 50 million authorized shares at $1.00 par value. If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: N/A 7. If the amendment provides for an exchange, reclassification, or ----------------- cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: (a) each share of this corporation's $2.00 per share par value common stock, issued and outstanding or held in the treasury of this corporation, is hereby reclassified, converted and changed into two (2) fully paid and non-assessable shares of the common stock of this corporation having a par value of $1.00 per share, said two (2) shares to be evidenced respectively by the certificates referred to in subclauses (c) and (d) below; (b) the entire stated capital in respect to all of the issued shares of this corporation's $2.00 per share par value common stock, shall remain unchanged and shall continue to be allocated pro rata to all of the issued shares of this corporation's common stock, having a par value of $1.00 per share, then issued immediately following the effectiveness of the Amendment (or to be issued to effectuate the reclassification of shares and stock split-up referred to in subclause (a) above); (c) each certificate formerly representing one or more shares of this corporation's $2.00 per share par value common stock (a "Certificate") will, without further action, represent the same number of shares of this corporation's $1.00 per share par value common stock; and (d) each holder of record of a Certificate as of the close of business on the effective date of the Amendment and this corporation as holder of the treasury shares certificates shall be entitled to receive, as soon as practicable, and without surrender of the Certificate, an additional ---------- certificate, or additional certificates, representing that number of ---------- shares of common stock of this corporation, having a par value of $1.00 per share, equal to the number of shares of common stock represented by the Certificate; and 43 45 (e) appropriate corresponding adjustments shall be made regarding shares of common stock registered in book entry form. IN WITNESS WHEREOF, the undersigned, Robert C. Jaudes, President has executed this instrument and its Secretary, Donald L. Godiner, has affixed its corporate seal hereto and attested said seal on the 27th day of January, 1994. LACLEDE GAS COMPANY (Seal) Attest: By ROBERT C. JAUDES DONALD L. GODINER President Secretary State of Missouri ) ) SS. City of St. Louis ) I, PATRICIA P. HICKS, a Notary Public, do hereby certify that on this 27th day of January, 1994, personally appeared before me Robert C. Jaudes who, being by me first duly sworn, declared that he is the President of Laclede Gas Company that he signed the foregoing documents as President of the corporation, and that the statements therein contained are true. PATRICIA P. HICKS (Notarial Seal) Notary Public My commission expires June 27, 1994 44 EX-5 3 OPINION RE LEGALITY 1 February 22, 1994 Laclede Gas Company 720 Olive Street St. Louis, Missouri 63101 Dear Sirs: I am familiar with, and am rendering this opinion to you with respect to, the Registration Statement on Form S-3 (the "Registration Statement"), which Laclede Gas Company, a Missouri corporation (hereinafter called the "Company"), proposes to file with the Securities and Exchange Commission on or shortly after the date hereof under the Securities Act of 1933, as amended, regarding the registration of: (a) one million shares of the Company's Common Stock ($1.00 per share par value) to be available for issuance under the Company's Dividend Reinvestment and Stock Purchase Plan, as amended (said dividend reinvestment and stock purchase plan, as amended, being hereinafter called the "Plan", and such Common Stock being hereafter called the "Plan Common Stock"); and (b) one million related Common Stock Purchase Rights to be attached to the Plan Common Stock (the "Common Stock Purchase Rights"), which Common Stock Purchase Rights are to be issued in accordance with the terms of the Rights Agreement dated April 17, 1986 (the "Rights Agreement"). In connection with this opinion, I, or attorneys under my supervision, have examined such documents, legal opinions and precedents, corporate and other records of the Company and certificates of public officials and officers of the Company as I have deemed necessary or appropriate to provide a basis for the opinions set forth below. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted as original documents and conformity to original documents of all documents submitted as certified or photostatic copies. On the basis of the foregoing, I am of the opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Missouri. 2 Laclede Gas Company February 22, 1994 2 2. Upon the effectiveness of the Registration Statement, the issuance and sale of the Plan Common Stock in accordance with the terms of the Plan will have been duly authorized by all necessary corporate action on the part of the Company, and, upon such issuance, and following receipt by the Company of the consideration required under the Plan for the Plan Common Stock, the Plan Common Stock will be validly issued, fully paid and non-assessable. 3. Upon the effectiveness of the Registration Statement, the issuance of the Common Stock Purchase Rights in accordance with the Rights Agreement will have been duly authorized by all necessary corporate action on the part of the Company, and the Common Stock Purchase Rights, upon the issuance of the Plan Common Stock in accordance with the Plan (following the Company's receipt of the consideration for the Plan Common Stock required under the Plan), will be legally issued and will be valid and binding obligations of the Company. I am a member of the Missouri Bar and, in rendering this opinion, I am not holding myself out as an expert on the laws of any other state. I hereby consent to the filing of this opinion as an exhibit to the aforesaid Registration Statement, and I also consent to such references to me as may be made in the Registration Statement, as it may be amended, and in the prospectus relating to the Plan Common Stock and Common Stock Purchase Rights. Very truly yours, Donald L. Godiner DLG:ph EX-23 4 CONSENT OF EXPERT 1 Independent Auditors' Consent We consent to the incorporation by reference in this Registration Statement of Laclede Gas Company and its subsidiaries on Form S-3 of our reports dated November 18, 1993, appearing in the Annual Report on Form 10-K of Laclede Gas Company and its subsidiaries for the year ended September 30, 1993 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. February 22, 1994 Deloitte & Touche EX-24 5 POWER OF ATTORNEY 1 POWER OF ATTORNEY Each of the undersigned does hereby appoint R. C. JAUDES, R. J. CARROLL and D. L. GODINER, and each of them severally, his or her true and lawful attorneys to execute in his or her name, place, and stead (whether on behalf of Laclede Gas Company, a Missouri corporation, or as an officer or director thereof, or by affixing or attesting the seal of said Company, or otherwise) the registration statement on Form S-3 to be filed with the Securities and Exchange Commission in connection with the registration of up to and including: (i) one million shares of Laclede Gas Company Common Stock having a par value of $1.00 per share (following the effectuation of the two-for-one stock split which was approved on January 27, 1994 by the shareholders of Laclede Gas Company), for issuance under the Laclede Gas Company Dividend Reinvestment Program, as amended and renamed the Dividend Reinvestment and Stock Purchase Plan (the "Plan"), which Plan was also approved on January 27, 1994 by the shareholders of Laclede Gas Company; and (ii) one million related Common Stock Purchase Rights ("Related Rights") attached to the shares of Common Stock referred to in (i) above and any and all amendments to the registration statement; and all instruments necessary or advisable in connection therewith; to affix and attest the seal of said Company thereon; and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have power to act hereunder with or without the others. A photostatic copy hereof shall have the same force and effect as the original. IN WITNESS WHEREOF, the undersigned have executed this instrument this 27th day of January, 1994. A. B. Craig, III Mary Ann Krey - ---------------------------------- -------------------------------- A. B. CRAIG, III M.A. KREY Henry Givens Jr. William E. Nasser - --------------------------------- -------------------------------- DR. H. GIVENS, JR. W. E. NASSER J. L. Hoagland B. F. Schenk - ---------------------------------- -------------------------------- J. L. HOAGLAND B. F. SCHENK C. R. Holman R. P. Stupp - ---------------------------------- -------------------------------- C. R. HOLMAN R. P. STUPP R. C. Jaudes H. E. Trusheim - ---------------------------------- -------------------------------- R. C. JAUDES H. E. TRUSHEIM R. J. Carroll -------------------------------- R. J. CARROLL -----END PRIVACY-ENHANCED MESSAGE-----