-----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, ZXzFYbTvIaXFKsO3hal6YHgihZs04UAo2AxL8ebD5t+Bo1J2fCQctpWBFTU6e2AK GTv8YAteN8GuDgFn1Kklww== 0000950114-95-000066.txt : 19950424 0000950114-95-000066.hdr.sgml : 19950424 ACCESSION NUMBER: 0000950114-95-000066 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950421 SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58757 FILM NUMBER: 95530439 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 APRIL 21, 1995. 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) Copies to: DONALD L. GODINER, ESQ. TODD W. ECKLAND, ESQ. GERALD T. McNEIVE, JR., ESQ. Winthrop, Stimson, Putnam & Roberts Laclede Gas Company One Battery Park Plaza 720 Olive Street New York, New York 10004-1490 St. Louis, Missouri 63101 (212) 858-1000 (314) 342-0500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ----- 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 Proposed Title of each maximum maximum class of secu- offering aggregate Amount rities to be Amount to be price offering of regis- registered registered per Share price tration fee - -------------- -------------- ------------- ----------- ----------- Common Stock, 1,750,000 shares $19.19 $33,582,500 $11,581 $1.00 per share par value - ----------------- Includes 200,000 shares subject to the Underwriters' over-allotment option. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 based upon the average of the high and low prices for Laclede Gas Company's Common Stock, $1.00 per share par value, reported on the New York Stock Exchange on April 19, 1995. Also being registered hereunder are 1,750,000 Common Stock Purchase Rights (as described herein) to accompany the shares of Common Stock, $1.00 per share par value, being registered.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 FORM OF LEGEND INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 3 SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED APRIL 21, 1995 PROSPECTUS 1,550,000 SHARES LACLEDE GAS COMPANY COMMON STOCK $1.00 PAR VALUE ----------------- Laclede Gas Company (the "Company") is offering hereby 1,550,000 shares (the "Shares") of its common stock, par value $1 per share ("Common Stock"). The Common Stock is traded on the New York and Chicago Stock Exchanges (Symbol: LG). The last reported sale price of the Common Stock on the New York Stock Exchange on May , 1995 was $ per share. See "COMMON STOCK-- DIVIDENDS AND PRICE RANGE." ----------------- 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. ========================================================================================
Price to Underwriting Proceeds to Public Discount Company - ---------------------------------------------------------------------------------------- Per share............. $ $ $ - ---------------------------------------------------------------------------------------- Total............. $ $ $ ======================================================================================== The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "UNDERWRITING." Before deducting expenses payable by the Company, estimated at $ . The Company has granted the several Underwriters an option, exercisable within 30 days after the date of this Prospectus, to purchase up to 200,000 additional shares of Common Stock at the Price to Public per share, less the Underwriting Discount, solely to cover overallotments, if any. If all of such additional shares are purchased, the total Price to Public, Underwriting Discount and Proceeds to Company will be $ , $ and $ , respectively. See "UNDERWRITING."
----------------- The Shares are offered by the several Underwriters, subject to prior sale, when, as and if issued to and accepted by the Underwriters, subject to approval of certain legal matters by counsel for the Underwriters and certain conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the Shares will be made in New York, New York, on or about , 1995. MERRILL LYNCH & CO. A.G. EDWARDS & SONS, INC. SMITH BARNEY INC. ----------------- The date of this Prospectus is , 1995. 4 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK AND CHICAGO STOCK EXCHANGES, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following Regional Offices: 7 World Trade Center, 13th Floor, New York, NY 10048; and 500 West Madison Street, Suite 1400, Chicago, IL 60661, at prescribed rates. Reports, proxy statements and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005 and the Chicago Stock Exchange, 440 S. LaSalle Street, Chicago, IL, 60605, on which exchanges the shares of the Common Stock are listed. This Prospectus is included as a part of, but does not contain all information set forth in, the Registration Statement and exhibits thereto relating to this offering that the Company has filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission (File No. 1-1822) pursuant to the 1934 Act are hereby incorporated in this Prospectus by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended December 31, 1994 and March 31, 1995; (c) The description of the Common Stock contained in the Company's registration under Section 12 of the 1934 Act, including any amendment or report updating such description; and (d) The description of the Company's Common Stock Purchase Rights contained in the Company's Form 8-A Registration Statement dated April 7, 1986. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated herein by reference and to be part of this Prospectus from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 5 THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION REFERRED TO ABOVE WHICH HAS BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH INFORMATION UNLESS THEY ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH INFORMATION. REQUESTS FOR SUCH INFORMATION SHOULD BE DIRECTED TO 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. 3 6 SUMMARY INFORMATION The following information is qualified in its entirety by the detailed information and financial statements (including notes thereto) included or incorporated by reference herein. All share and per share amounts in this Prospectus have been restated to reflect a two-for-one stock split effective in February 1994. Unless indicated otherwise, all amounts in this Prospectus assume that the Underwriters' overallotment option will not be exercised. LACLEDE GAS COMPANY The Company, a Missouri corporation organized in 1857, is a public utility engaged in the retail distribution and transportation of natural gas. The Company serves an area in eastern Missouri with a population of approximately 2.0 million, including the City of St. Louis, St. Louis County, and parts of eight other counties. The Company serves approximately 600,000 customers, of which 94% are residential. A total of 978 million therms were sold and transported by the Company during the 12 months ended March 31, 1995. Residential, commercial and industrial firm sales accounted for approximately 82%, with natural gas transportation service representing approximately 17% and interruptible gas sales approximately 1%, of the total therms sold and transported by the Company. The Company has paid cash dividends on its Common Stock since 1946. The Company's principal executive offices are located at 720 Olive Street, St. Louis, Missouri 63101; telephone (314) 342-0500. THE OFFERING Common Stock offered......................... 1,550,000 shares Shares outstanding at April 21, 1995......... 15,797,644 shares Last reported sale price on May , 1995............................ $ Common Stock price range, 365-day high/low for the period ended May , 1995............................... $ - $ per share Listings..................................... New York and Chicago Stock Exchanges (Symbol: LG) Indicated annual dividend per share...... $1.24 Use of Proceeds.............................. Primarily to repay short-term indebtedness and/or reimburse the Company's treasury for expenditures incurred or to be incurred in connection with the Company's construction program to maintain and expand its gas service capabilities. - ----------------- Includes associated Common Stock Purchase Rights as described under "DESCRIPTION OF COMMON STOCK--Common Stock Purchase Rights." Management expects to recommend to the Board of Directors at a meeting in May 1995 the declaration of a quarterly cash dividend of $.31 per share payable on July 3, 1995 to holders of record on June , 1995. Purchasers of shares of Common Stock offered hereby who are holders of record on such record date will be entitled to receive this dividend when and if it is declared.
4 7 SELECTED CONSOLIDATED FINANCIAL INFORMATION (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Twelve Months Ended March 31 Fiscal Year Ended September 30 ----------------- -------------------------------- 1995 1994 1994 1993 1992 ---- ---- ---- ---- ---- INCOME STATEMENT DATA Operating Revenues $437,416 $530,106 $523,866 $503,948 $418,190 Utility Operating Income 36,245 37,146 37,618 40,409 32,111 Earnings Applicable to Common Stock 18,834 21,831 22,120 25,070 18,177 Average Number of Common Shares Outstanding (000) 15,690 15,586 15,619 15,586 15,586 Earnings Per Common Share $ 1.20 $ 1.40 $ 1.42 $ 1.61 $ 1.17 Dividends Declared Per Common Share 1.23 1.22 1.22 1.215 1.20 BALANCE SHEET DATA (at end of period) Total Assets $625,723 $629,952 $608,295 $515,312 $470,463 Net Utility Plant 422,873 399,090 411,677 390,826 367,287 Long-Term Debt 154,245 154,178 154,211 165,745 146,640 Redeemable Preferred Stock 1,960 1,960 1,960 1,960 1,960 Common Stock Equity 214,062 210,946 194,939 189,937 183,805 OTHER DATA Heating Degree Days Percent Colder (Warmer) than Normal (16)% --% (1)% 2% (15)%
March 31, 1995 --------------------------------------------------- CAPITALIZATION Actual As Adjusted -------- ----------- Long-Term Debt $154,245 41.7% $ % Redeemable Preferred Stock 1,960 .5 % Common Stock Equity 214,062 57.8% % -------- ----- -------- ---- Total Capitalization $370,267 100.0% $ 100.0% ======== ===== ======== ===== - ----------------- The Selected Consolidated Financial Information for the years ended September 30, 1992, 1993 and 1994 was derived from audited financial statements. Excludes current maturities and sinking fund requirements. As adjusted to reflect the assumed sale of Shares offered hereby for net proceeds of $ , after the deduction of Underwriting Discount and estimated expenses payable by the Company in connection with the offering. If the Underwriters exercise in full their overallotment option, Common Stock Equity and Total Capitalization, each as adjusted, would be $ and $ , respectively.
RECENT RESULTS Earnings for the quarter ended March 31, 1995 were $1.15 per share compared with $1.19 per share for the quarter ended March 31, 1994. The weather for the 1995 quarter was 8% warmer than the second quarter of 1994, and 9% warmer than normal. Earnings for the six months ended March 31, 1995 were $1.73 per share compared with $1.96 per share for the corresponding period of fiscal 1994. The weather in that six-month period in fiscal 1995 was 17% warmer than the corresponding period in the 1994 fiscal year, 17% warmer than normal and the fourth warmest such period in this century. Earnings for the twelve months ended March 31, 1995 were $1.20 per share compared with $1.40 per share for the prior twelve-month period. The weather for the twelve months ended March 31, 1995 was 17% warmer than the immediately preceding twelve months, and 16% warmer than normal. The decreases in earnings for all of the above periods, from the prior year periods, were due to lower therm sales resulting from the abnormally warm weather. 5 8 SERVICE AREA AND TRANSMISSION PIPELINES [GRAPHIC OMITTED] [The graphic depicts Laclede Gas Company's service area located in the eastern portion of Missouri. It highlights the City of St. Louis and the Missouri Counties of St. Louis, St. Charles, Franklin, Jefferson, St. Francois, Ste. Genevieve, Iron, Madison (all of which are contiguous), and Butler. Overlaid on the graphic are the transmission pipelines of Mississippi River Transmission Corporation and Missouri Pipeline Company which connect to the Company's distribution system. Also pictured are the Mississippi and Missouri Rivers and portions of the surrounding states of Arkansas, Kentucky, Illinois and Tennessee.] 6 9 USE OF PROCEEDS The net proceeds from the sale of the Shares (estimated to be approximately $ million) will be used to repay certain outstanding short-term borrowings, to reimburse the Company's treasury for expenditures incurred or to be incurred in connection with the Company's construction program, to maintain and expand its gas service capabilities, and/or for other corporate purposes. The net proceeds may be invested temporarily in short-term interest-bearing securities. COMMON STOCK--DIVIDENDS AND PRICE RANGE The Company has paid dividends without interruption on shares of its Common Stock since 1946. In November 1994, the Board of Directors increased the Company's quarterly dividend from $.305 to $.31 per share, for an indicated annual dividend rate of $1.24. Future cash dividends will depend upon future earnings, the financial condition of the Company, capital requirements and other factors. See "DESCRIPTION OF COMMON STOCK" for information concerning certain restrictions on the payment of dividends on the Common Stock. Management expects to recommend to the Board of Directors of the Company at a meeting in May 1995 the declaration of a quarterly cash dividend of $.31 per share payable on July 3, 1995 to holders of record on June , 1995. Purchasers of shares of Common Stock offered hereby who are holders of record on such record date will be entitled to receive this dividend when and if it is declared. The following table sets forth the reported intra-day high and low prices per share of the Company's Common Stock for each of the periods indicated, as reported on the New York Stock Exchange Composite Tape, and the quarterly dividends declared per share on the Common Stock in each such period (after giving effect to the two-for-one stock split effective in February 1994).
Price Range ----------- Dividends Declared Fiscal Period High Low Per Share - ------------- ---- --- --------- 1993: Quarter Ended December 31....................$20-1/2 $17-7/8 $.30 Quarter Ended March 31........................22 20 .30-1/2 Quarter Ended June 30.........................23-5/8 21-1/2 .30-1/2 Quarter Ended September 30....................25 23-3/8 .30-1/2 1994: Quarter Ended December 31....................$25 $23 $.30-1/2 Quarter Ended March 31........................25-5/8 23-1/2 .30-1/2 Quarter Ended June 30.........................24-5/8 21 .30-1/2 Quarter Ended September 30....................22-3/4 20-5/8 .30-1/2 1995: Quarter Ended December 31....................$21-1/2 $18-1/4 $.31 Quarter Ended March 31....................... 20-1/4 18-1/2 .31 Quarter Ending June 30 (through May )....
As of April 17, 1995, the Company had 11,281 common shareholders of record. A recent last reported sale price for the Common Stock on the New York Stock Exchange is set forth on the cover page of this Prospectus. At March 31, 1995 the net book value per share of Common Stock was $13.59. The Company maintains a Dividend Reinvestment and Stock Purchase Plan (the "Plan") under which record holders of Common Stock may elect to have their Common Stock cash dividends reinvested in Common Stock at the then prevailing market price. Generally, all shareholders with shares registered in their own names are entitled to participate 7 10 in the Plan. Participating shareholders may also contribute optional amounts up to $30,000 per calendar year to the purchase of additional shares of Common Stock. The Company pays all costs of administering the Plan. Shareholders should obtain a prospectus with respect to the Plan from the Plan agent, Boatmen's Trust Company, or the Company before participating in the Plan. The Company reserves the right to suspend, modify, amend or terminate the Plan at any time. THE COMPANY GENERAL The Company 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 Jefferson, Franklin, St. Francois, Ste. Genevieve, Iron, Madison and Butler Counties, all in eastern Missouri. The Company is subject to the jurisdiction of the Missouri Public Service Commission (the "PSC"). 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 was incorporated by a special act of the General Assembly of the State of Missouri in 1857 as "The Laclede Gas Light Company." In 1950 the Company's name was changed to "Laclede Gas Company." The Company's principal office is in St. Louis. The St. Louis metropolitan area has recently been reported to be the 16th largest standard Metropolitan Statistical Area in the United States. Several Fortune 500 companies are headquartered in the St. Louis area, and its economy consists of a diverse range of industries, including aerospace, automobile assembly, chemical, and food and beverage companies. The area also is a regional transportation center for the midwest United States. The Company provides service to approximately 600,000 customers, 94% of which are residential customers using natural gas for heating and other household purposes. With regard to the space and water heating market, management believes that the Company has the predominant share of the existing residential market in areas in which the Company currently provides gas service, and approximately 98% of the new single home construction market in such areas, and that these market shares have not materially changed in a number of years. For the twelve months ended March 31, 1995, sales to residential customers accounted for approximately 70% of the Company's revenues, with sales to commercial and industrial customers accounting for approximately 26% of the Company's revenues. The balance of the Company's revenues are primarily attributable to the Company's gas transportation service to large commercial and industrial customers. The tariff approved for this type of service produces a margin similar to that which the Company would have received under its regular sales rates. The Company has been able to maintain its position in the residential, space-heating and water-heating markets, and effective price competition exists primarily in the large industrial and commercial boiler fuel market where coal is the principal competing form of energy. As a result of the large proportion of residential heating sales relative to total sales, the Company's operations are highly sensitive to seasonal weather conditions. Historically, most of the Company's gas revenues and related operating expenses occur during the winter heating season (November 1 to April 30 of each year). Accordingly, the predominant portion of the Company's annual earnings are reported during the first and second quarters of each fiscal year (the six months ending March 31). Results for both the third and fourth quarters frequently show net losses, which reflect significantly lower gas consumption during non-heating periods. 8 11 Various items discussed above are reflected in the following table:
Twelve Months Ended March 31 Fiscal Year Ended September 30 ----------------- ------------------------------ 1995 1994 1994 1993 1992 ---- ---- ---- ---- ---- UTILITY OPERATING REVENUES (Thousands of Dollars) Residential $306,554 $365,006 $363,058 $348,494 $281,325 Commercial & Industrial 112,630 144,543 142,042 136,462 117,744 Interruptible 1,734 1,898 1,966 2,455 2,684 Transportation 14,633 13,351 14,898 11,437 12,431 Exploration & Development 1,840 1,390 1,600 1,488 1,392 Refunds & Other, Net 25 3,918 302 3,612 2,614 -------- -------- -------- -------- -------- Total Utility Operating Revenues $437,416 $530,106 $523,866 $503,948 $418,190 ======== ======== ======== ======== ======== THERMS SOLD & TRANSPORTED (Thousands) Residential 543,672 618,148 610,858 619,055 547,964 Commercial & Industrial 255,050 296,012 289,168 293,211 275,983 Interruptible 5,644 5,390 5,760 6,803 7,848 Transportation 173,348 161,489 164,318 161,041 139,697 ------- --------- --------- --------- -------- Total Therms Sold & Transported 977,714 1,081,039 1,070,104 1,080,110 971,492 ======= ========= ========= ========= ======= HEATING DEGREE DAYS Actual 3,971 4,765 4,694 4,838 4,083 Percent Colder (Warmer) than Normal (16)% --% (1)% 2% (15)% AVERAGE NUMBER OF CUSTOMERS Residential 568,811 564,536 566,632 562,712 558,467 Commercial & Industrial 37,521 37,193 37,316 37,160 36,906 Interruptible 15 13 14 15 17 Transportation 124 160 119 113 107 ------- ------- ------- ------- ------- Total 606,471 601,902 604,081 600,000 595,497 ======= ======= ======= ======= =======
CERTAIN RATE, GAS SUPPLY AND MISCELLANEOUS MATTERS 1994 Rate Proceeding In January 1994, the Company filed for new rates with the PSC. In July 1994, the PSC Staff, the Company and the other parties who had intervened in the rate case reached a settlement that was approved by the PSC on August 22, 1994. The settlement, which became effective on September 1, 1994, primarily authorized higher general rates designed to increase revenues by $12.2 million annually. A major part of the increase was granted in the form of a higher, flat, monthly customer charge, which is not sensitive to weather variations. The 1994 increase had only a minor impact on fiscal 1994 since it was effective for only the last month of that fiscal year, but the increase will be effective throughout fiscal year 1995. 9 12 Gas Supply In recent years, the gas industry has undergone structural changes in response to Federal regulatory policy intended to increase competition. In 1992, the Federal Energy Regulatory Commission (the "FERC") issued Order 636, which required all interstate gas pipelines to provide "unbundled," or separate, gas transportation and storage services and to discontinue their bundled merchant sales operations, which included the gas acquisition function. Therefore, in November 1993, in response to this restructured environment, the Company put in place arrangements for the direct purchase of gas from producers and marketers as well as for the transportation of such gas to its service territory. In developing this supply portfolio, the Company has the twofold objective of ensuring (1) that the gas supplies it acquires are dependable and will be delivered when needed and (2) insofar as is compatible with such dependability, that the gas purchased will be reasonably and economically priced. The majority of the Company's gas supply, nearly 655,000 MMBtu per day, is delivered by Mississippi River Transmission Corporation ("MRT"), an interstate pipeline subsidiary of NORAM Energy Corporation. In addition to the firm transportation contract it has with MRT, the Company has entered into an agency agreement with MRT in which MRT's gas sales and services division is responsible for many of the administrative functions it historically provided to the Company. These functions include administering the Company's day-to-day supply, transportation and storage arrangements. The Company's remaining flowing gas supplies are delivered by Missouri Pipeline Company ("MPC"), a subsidiary of Utilicorp United Inc. of Kansas City, Missouri. These firm pipeline deliveries are supplemented by the Company's own market-based underground storage and propane peak shaving capabilities. In addition, the Company holds nearly 23.5 billion cubic feet ("Bcf") of underground storage capacity on MRT's system, which it uses to level gas purchase volumes throughout the year. The overall structure of the Company's natural gas supply portfolio includes both mid-continent and gulf coast gas sources which provide supply diversity to take advantage of potential pricing differentials as well as to protect against the possibility of regional supply disruptions. The Company utilizes various types of short- and long-term purchase arrangements to meet its annual requirements. All of its winter gas supply is purchased under firm contracts currently ranging in duration from four months (one winter period) to five years. Four of its larger volume contracts have greater than one year terms and comprise nearly 40% of the Company's peak winter flowing gas supply. The suppliers which make up this essential component of the Company's portfolio are: Amoco, Enron, Mobil and Vastar (formerly ARCO), which are among the largest producer/marketers of natural gas in the United States. The Company also has an agreement with Vesta Natural Gas Company ("Vesta") to purchase and deliver (through MPC) up to 55,000 MMBtu of gas per day, which is subject to termination by either party, effective November 1, 1996, if either party gives notice to the other that it is seeking a redetermination of the contract price, and the parties are thereafter unable to arrive at a mutually acceptable pricing arrangement. During April 1995, the Company notified Vesta that it is seeking such price redetermination. The Company is considering such price redetermination with Vesta, as well as other potential supply alternatives. [FN] - ------------ One MMBtu equals 1,000,000 Btus or 10 therms, and represents the heat content of approximately 1,000 cubic feet of gas (one therm is equivalent to 100,000 Btus). 10 13 Miscellaneous Laclede Pipeline Company, a wholly-owned subsidiary, owns and operates a propane pipeline that connects the Company's 800,000-barrel (approximately 33,000,000 gallons) propane storage facilities in St. Louis County, Missouri, to propane supply terminal facilities located in Illinois. Liquid propane gas is transported through this pipeline for delivery to the Company for storage, to be ultimately vaporized and used during those periods of operation when the natural gas supply has to be supplemented to meet the peak demands of the distribution system. The Company has engaged in the exploration for and development of natural gas on a utility and non-utility basis, but this activity is not presently material to the Company or its operations. Since 1968, the Company has also made investments in other non-utility businesses as part of a diversification program. The lines of business that constitute the non-utility activities of the Company and its subsidiaries are not significant. DESCRIPTION OF COMMON STOCK GENERAL The Company is authorized by its Articles of Incorporation, as amended (the "Articles"), to issue up to 50,000,000 shares of Common Stock, $1.00 par value, of which 15,797,644 shares were issued and outstanding as of April 21, 1995. 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 the Common Stock Purchase Rights (the "Rights," the terms of which Rights are hereinafter summarized under "Common Stock Purchase Rights"); of certain features of the Company's $25 par value, 5% Series B Preferred Stock (the "Series B Preferred Stock") and $25 par value, 4.56% Series C Preferred Stock (the "Series C Preferred Stock") (all shares of the Company's Preferred Stock, regardless of series, and whether now or hereafter outstanding, 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"), to Mercantile Bank of St. Louis National Association. 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 The Board of Directors may declare and pay dividends on 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, the 8-1/2% Series due November 15, 2004, the 8-5/8% Series due May 15, 2006, the 7-1/2% Series due November 1, 2007, or the 6-1/4% Series 11 14 due May 1, 2003, are outstanding, the Company will not (a) declare any dividends (other than dividends in Common Stock) on any Common Stock or order the making of any distribution on any shares of Common Stock or to owners of Common Stock; or (b) purchase, redeem or otherwise acquire or retire for value any shares of Common Stock, if the aggregate net amount expended for such dividends, acquisitions and the like, after September 30, 1953, would exceed the sum of: (i) the Net Income Available for Common Stock (as defined in the Mortgage) for the period beginning October 1, 1953 and ending with the last day of the calendar quarter immediately preceding the calendar quarter in which such dividend is declared, distribution ordered or such other action is taken; and (ii) $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. As of March 31, 1995, 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. As of December 31, 1994, up to approximately $165,000,000 was thus available for distribution. 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 57.8% at March 31, 1995), 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, which commenced in 1962, and the Series C Preferred Stock provides for such a fund designed to retire 4,000 shares annually, which commenced 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 dividends on the Preferred Stock are less than such sinking fund requirements, the sinking fund payments 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 Company makes up the deficiency in the sinking fund payment. 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. Holders of shares of any series of Preferred Stock are not 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 will be entitled to one vote per share on all matters, except that with respect to the election of Directors such holders, 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 12 15 separate class. The foregoing provisions 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. Cumulative voting (determined in accordance with the procedure set forth under Missouri law) is applicable to all elections of Directors including, but not limited to, the elections referred to in the immediately preceding paragraph. 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 the number of members of the Board shall not be less than nine nor more than twelve and that the entire Board may be removed, with or without cause, by the affirmative vote of holders of at least two-thirds of the shares of Common Stock outstanding and entitled to vote thereon. Furthermore, less than the entire Board may be removed, with or without cause, by a vote of holders of at least two-thirds of the shares of Common Stock outstanding and entitled to vote thereon, except that no Director may be removed by shareholders if the votes cast against such Director's removal would be sufficient for election if then cumulatively voted at an election of the class of Directors of which he is a member. 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 directors for failure to meet qualifications for such director's election set forth in a corporation's articles or by-laws, or for breach of any contract relating to such director's service as a director or employee. 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 of Common Stock outstanding and entitled to vote thereon. 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 issue and sell Common Stock (or securities convertible into Common Stock) solely for money and other than: (1) by a public offering; (2) through underwriters who agree to promptly make a public offering; or (3) pursuant to an authorization by holders of a majority of outstanding Common Stock entitled to vote. OTHER PROVISIONS All of the outstanding shares of Common Stock are, and the shares of Common Stock offered hereby will be, when issued and paid for, fully paid and non-assessable. 13 16 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. 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 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 on or before the date 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 to include 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 (the "Substantial Shareholder") would generally 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 then 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"); provided, however, that only a two-thirds affirmative vote is required if: (1) the transaction is approved by a majority of those Directors who were in office prior to the time the Substantial Shareholder became such, or certain of their successors (collectively, the "Continuing Directors"); or (2) the consideration to be 14 17 received per share by the shareholder of each class of stock in a Business Combination is 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) of their shares 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 provided that in all cases certain proscribed dividend actions have not occurred. Article VII may be subsequently amended only by the Special Vote, unless: (a) there is no Substantial Shareholder, and the amendment has been approved by a majority of the Company's Board; or (b) there is a Substantial Shareholder and the amendment has been approved by a majority of the Continuing Directors. In the instances referred to in clauses (a) and (b) above, only the affirmative vote of holders of a majority of the Common Stock would be required for adoption of the amendment. Article VII contains more detailed definitions of the terms "Substantial Shareholder," "Continuing Director," "Business Combination" and "Fair Market Value." COMMON STOCK PURCHASE RIGHTS On May 1, 1986, the Company distributed a dividend of one Right 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 $50 per share, (which price was adjusted from $100 per share to reflect the February 1994 stock split), subject to adjustment (the "Purchase Price"). 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"). 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 (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") and (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") and (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 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 Common Stock certificates issued as of May 1, 1986 (other than shares held in the Company's treasury), by such certificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the 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 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 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 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. 15 18 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 clause (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 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 such holder of 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 the 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, 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 Commission and is incorporated by reference as an exhibit to the Registration Statement of which this Prospectus is a part. A copy of the Rights Agreement is available to shareholders, free of charge, upon request to the Company. 16 19 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. UNDERWRITING The underwriters named below (the "Underwriters"), acting through their Representatives, Merrill Lynch, Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc. and Smith Barney Inc., have severally agreed, subject to the terms and conditions of the Underwriting Agreement with the Company, to purchase from the Company the number of Shares set forth below opposite their respective names. The Underwriters are committed to purchase all such Shares if any are purchased. Under certain circumstances, the commitments of non-defaulting Underwriters may be increased.
Number of Underwriter Shares ----------- --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated............................................ A.G. Edwards & Sons, Inc...................................... Smith Barney Inc.............................................. ---------- Total..................................................... 1,550,000 ==========
The Representatives of the Underwriters have advised the Company that they propose initially to offer the Shares to the public at the Price to Public set forth on the cover page of this Prospectus and to certain dealers at such price less a concession not in excess of $. per share. The Underwriters may allow, and such dealers may reallow, a discount not in excess of $. per share on sales to certain other dealers. After the initial public offering, such concession and discount may be changed. The Company has granted the Underwriters an option, exercisable within 30 days after the date of this Prospectus, to purchase severally up to 200,000 additional shares of Common Stock, solely for the purpose of covering overallotments, if any, at the Price to Public less the Underwriting Discount set forth on the cover page of this Prospectus. To the extent that the Underwriters exercise this option, each of the Underwriters will have a firm commitment, subject to certain conditions, to purchase approximately the same percentage 17 20 of additional shares of Common Stock that the number of shares to be purchased by it, as shown in the foregoing table, bears to the 1,550,000 shares of Common Stock offered hereby. The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the 1933 Act, or contribute to payments the Underwriters may be required to make in respect thereof. LEGAL OPINIONS The validity of the shares of Common Stock offered hereby will be passed upon by Gerald T. McNeive, Jr., Vice President, Associate General Counsel for the Company. Certain legal matters will be passed upon for the Underwriters by Winthrop, Stimson, Putnam & Roberts, New York, New York. EXPERTS The consolidated financial statements and the related financial statement schedules incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended September 30, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph referring to changes in methods of accounting for income taxes and postretirement benefits other than pensions effective October 1, 1993), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 18 21 ================================================ No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Underwriter. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the Common Stock in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has not been any change in the facts set forth in this Prospectus or in the affairs of the Company since the date hereof. -------------------- TABLE OF CONTENTS
PAGE ---- Available Information............ Incorporation of Certain Documents by Reference......... Summary Information.............. Use of Proceeds.................. Common Stock--Dividends and Price Range.................... The Company....................... Description of Common Stock...... Underwriting..................... Legal Opinions................... Experts.......................... ================================================ ================================================ 1 , 5 5 0 , 0 0 0 S H A R E S L A C L E D E G A S C O M P A N Y C O M M O N S T O C K $ 1 . 0 0 P A R V A L U E ------------------- P R O S P E C T U S ------------------- MERRILL LYNCH & CO. A.G. EDWARDS & SONS, INC. SMITH BARNEY INC. , 1995 ================================================ 19 22 PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution. Filing fees--Securities and Exchange Commission: Registration Statement................................$ 11,581 New York Stock Exchange Listing Fees........................ 6,125 Chicago Stock Exchange Listing Fees......................... 7,500 Accountants' Fee........................................ 15,000 Legal Fees.............................................. 12,000 Printing costs.......................................... 75,000 Miscellaneous expense (including blue-sky expense)...... 25,794 -------- Total Expenses......................................$153,000 ======== - ----------------- 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, officer, employee or agent of the Company who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was 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 action, suit or 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, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the action or suit is by or in the right of the Company, (i) the Company may indemnify him against expenses, including attorneys' fees and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement 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, 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. 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 the Company has 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 is authorized by the articles of incorporation or any by-law or agreement of the Company adopted by a vote of the stockholders; however, 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. 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. II-1 23 The 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 capacities referred to in the 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 the Company may purchase and maintain insurance, on behalf of any person who is or was a director, officer, employee or agent of the Company, 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 Articles as described above and (ii) state that the indemnification provided thereunder shall survive the elimination or modification of the 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 seeking indemnification 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.
Exhibit Number Exhibit - -------------- ------- 1.1 Form of Underwriting Agreement with Underwriters. 4.1 Articles of Incorporation of Laclede Gas Company as of February 11, 1994, filed on February 22, 1994 as Exhibit 4(b) to the Company's Registration Statement No. 33-52357. 4.2 By-Laws of Laclede Gas Company. 4.3 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). 4.4 Mortgage and Deed of Trust, dated as of February 1, 1945; filed as Exhibit 7-A to Registration Statement No. 2-5586. II-2 24 Exhibit Number Exhibit - -------------- ------- 4.5 Fourteenth Supplemental Indenture, dated as of October 26, 1976; filed on June 26, 1979 as Exhibit b-4 to Registration Statement No. 2-64857. 4.6 Seventeenth Supplemental Indenture, dated as of May 15, 1988; filed as Exhibit 28(a) to the Registration Statement No. 33-38413. 4.7 Eighteenth Supplemental Indenture, dated as of November 15, 1989; filed as Exhibit 28(b) to the Registration Statement No. 33-38413. 4.8 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). 4.9 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). 4.10 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 Gerald T. McNeive, Jr., Vice President, Associate General Counsel. 23(a) Consent of Gerald T. McNeive, Jr. (included in Exhibit 5 filed herewith). 23(b) Consent of Deloitte & Touche LLP. 24 Power of Attorney. - ----------------- Incorporated herein by reference.
Item 17. Undertakings. The undersigned registrant hereby undertakes that: (1) 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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 25 (2) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (3) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 26 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 21st day of April, 1995. 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, President April 21, 1995 - ------------------------------ and Chief Executive Officer (R. C. Jaudes) R. J. Carroll Senior Vice President-Finance April 21, 1995 - ------------------------------ (Principal Financial and (R. J. Carroll) Accounting Officer) A. B. Craig, III Director April 21, 1995 - ------------------------------ (A. B. Craig, III) H. Givens Director April 21, 1995 - ------------------------------ (H. Givens) C. R. Holman Director April 21, 1995 - ------------------------------ (C. R. Holman) M. A. Krey Director April 21, 1995 - ------------------------------ (M. A. Krey) W. E. Nasser Director April 21, 1995 - ------------------------------ (W. E. Nasser) B. F. Schenk Director April 21, 1995 - ------------------------------ (B. F. Schenk) R. P. Stupp Director April 21, 1995 - ------------------------------ (R. P. Stupp) H. E. Trusheim Director April 21, 1995 - ------------------------------ (H. E. Trusheim) By: Robert J. Carroll April 21, 1995 --------------------------------- Robert J. Carroll (Attorney-in-Fact)
II-5 27 INDEX TO EXHIBITS
Exhibit Number Exhibit - -------------- ------- 1.1 Form of Underwriting Agreement with Underwriters. 4.1 Articles of Incorporation of Laclede Gas Company as of February 11, 1994, filed on February 22, 1994 as Exhibit 4(b) to the Company's Registration Statement No. 33-52357. 4.2 By-Laws of Laclede Gas Company. 4.3 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). 4.4 Mortgage and Deed of Trust, dated as of February 1, 1945; filed as Exhibit 7-A to Registration Statement No. 2-5586. 4.5 Fourteenth Supplemental Indenture, dated as of October 26, 1976; filed on June 26, 1979 as Exhibit b-4 to Registration Statement No. 2-64857. 4.6 Seventeenth Supplemental Indenture, dated as of May 15, 1988; filed as Exhibit 28(a) to the Registration Statement No. 33-38413. 4.7 Eighteenth Supplemental Indenture, dated as of November 15, 1989; filed as Exhibit 28(b) to the Registration Statement No. 33-38413. 4.8 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). - ----------------- Incorporated herein by reference. II-6 28 INDEX TO EXHIBITS Exhibit Number Exhibit - -------------- ------- 4.9 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). 4.10 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 Gerald T. McNeive, Jr., Vice President, Associate General Counsel. 23(a) Consent of Gerald T. McNeive, Jr. (included in Exhibit 5 filed herewith). 23(b) Consent of Deloitte & Touche LLP. 24 Power of Attorney. - ------------ Incorporated herein by reference.
II-7 EX-1.1 2 UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 DRAFT 4/17/95 UNDERWRITING AGREEMENT ---------------------- LACLEDE GAS COMPANY Common Stock [-----], 1995 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated A.G. EDWARDS & SONS, INC. SMITH BARNEY INC. As Representatives of the several Underwriters named in Schedule I hereto c/o Merrill Lynch & Co. World Financial Center North Tower New York, New York 10281 Ladies and Gentlemen: Laclede Gas Company, a Missouri corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell severally to you (the "Representatives") and the other several Underwriters named in Schedule I hereto (collectively, including any underwriter substituted as hereinafter provided in Section 4 hereof, the "Underwriters") the aggregate number of shares of the Common Stock, par value $1 per share, of the Company ("Common Stock") set forth on Schedule I hereto (the "Firm Shares"). The Company also proposes, subject to the terms and conditions stated herein, to issue and sell severally to the Underwriters not more than an additional 200,000 shares of Common Stock ("Option Shares"), if and to the extent that the Representatives, on behalf of the Underwriters, shall have determined to exercise the right to purchase Option Shares pursuant to Section 2(c) 2 hereof. As used herein, the term "Securities" shall mean, collectively, the Firm Shares and Option Shares. 1. Representations and Warranties of the Company. The --------------------------------------------- Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (File No. 33- [-----]) with respect to the Securities has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Act (the "Regulations"), has been filed with the Commission and has become effective. The Company meets the requirements for the use of Form S-3 under the Act. Copies of such registration statement, together with all amendments, if any, and the prospectus contained therein, in the form in which it became effective, including the documents incorporated in such prospectus by reference, have heretofore been delivered to the Underwriters. Such registration statement in the form in which it most recently became effective, including all exhibits thereto and the information deemed to be a part thereof pursuant to Rule 430A(b) of the Regulations, is referred to hereinafter as the "Registration Statement." The prospectus, including the documents incorporated therein by reference, contained in the Registration Statement is referred to hereinafter as the "Prospectus"; provided, however, that, as used in this Agreement (except in this Section 1), upon the completion of the Prospectus on or after the date hereof (whether by filing the Prospectus as so completed with the Commission pursuant to Rule 424(b) of the Regulations or an amendment to the Registration Statement with the Commission under the Act in accordance with Rule 430A of the Regulations or as a result of any other revision thereof or supplement thereto provided to the Underwriters for use in connection with the offering of the Securities that differs from the Prospectus on file with the Commission at the time the Registration Statement became effective, whether or not such revision or supplement is required to be filed with the Commission pursuant to Rule 424(b) of the Regulations), the term "Prospectus" shall mean the Prospectus as so completed (the "Completed Prospectus"). All references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or the Completed Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Agreement that is or is deemed to be incorporated by reference in the Prospectus. (b) No stop order with respect to the Registration Statement has been issued by the Commission under the Act and no proceeding therefor is pending before, or to the knowledge of the Company threatened by, the Commission; the Registration Statement, at the time it became effective, complied in all material respects with the requirements of the Act and the Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; neither the Prospectus, on the date hereof, nor the Completed Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) of the Regulations or first used and at the Time of Delivery and an Option Shares Time of Delivery (each as defined in Section 4 hereof), as the case may be, contains or will contain an untrue statement of a material fact or omits or will omit to state a -2- 3 material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each document incorporated by reference in the Prospectus, at the time they were or are filed with the Commission under the Exchange Act, conformed or will conform when so filed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the "Exchange Act Regulations"). (c) Since the respective dates as of which information is given in the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business and transactions referred to in, or contemplated by, the Prospectus; and the Company does not have any material contingent obligation that is not disclosed in the Prospectus. (d) Neither the Company or any of its subsidiaries is, or with the giving of notice or the lapse of time or both would be, in breach of any of the terms and provisions of, or in default under, nor will the consummation by the Company of the transactions herein contemplated or the fulfillment of the terms hereof result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or By-Laws of the Company, or any statute, indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or any order, rule or regulation applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its properties, nor will any such action result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of any such agreement or instrument; and no approval, authorization, consent or order of any public board or body is legally required for the issuance and sale of the Securities by the Company hereunder, except such as may be issued by the Missouri Public Service Commission (the "MPSC") or be required under the Act or state securities laws. (e) The financial statements, together with related notes, included or incorporated by reference in the Prospectus present fairly the financial position and the results of operations of the Company on the bases set forth in such statements and related notes at the dates or for the periods to which they apply; such statements and related notes have been prepared in accordance with generally accepted principles of accounting, consistently applied throughout the periods involved, except as otherwise stated therein; and the supporting schedules included or incorporated by reference in the Prospectus present fairly the information required to stated therein. (f) The Company is a validly organized and existing corporation in good standing under the laws of the State of Missouri, with full power and authority to own or lease its properties and conduct its business as described in the Prospectus; each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full power and authority to own or lease its properties and conduct its business; and each -3- 4 of the Company and its subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification necessary. (g) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus (except for changes that the Registration Statement discloses have occurred or may occur or that were occasioned by the declaration of dividends and for Common Stock offered under the Company's shareholder and employee plans); all of the outstanding shares of the capital stock of the Company (other than the Securities) have been duly and validly authorized and issued and are fully paid and non-assessable; when the Securities shall have been delivered against payment therefor as provided herein, they will have been duly and validly authorized and issued and fully paid and non-assessable and entitled to the rights set forth in the Company's Articles of Incorporation, as amended, and the Rights Agreement between the Company and The Boatmen's National Bank of St. Louis; there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Articles of Incorporation, as amended (other than Article III-B thereof), or By-Laws of the Company, or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property of the Company is subject; and the Common Stock, including the Securities, conforms to the description thereof contained in the Prospectus. (h) No labor dispute with any employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that might be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole. (i) Other than as set forth in the Prospectus, there are no legal, governmental or administrative proceedings pending to which the Company is a party or of which any property of the Company is the subject, the outcome of which would singly or in the aggregate result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (j) The Company and its subsidiaries have all valid material franchises, licenses and permits as are required for the conduct of their business as now conducted, and no franchise, license or permit is subject to any deficiency, exception, restriction, condition or limitation, except deficiencies, exceptions, restrictions, conditions and limitations that do not materially adversely affect the conduct, business and operation of the Company and its subsidiaries taken as a whole; and the Company and its subsidiaries have complied with such terms and provisions of franchises, licenses and permits the non- -4- 5 compliance with which would materially adversely affect the conduct, business and operation of the Company and its subsidiaries taken as a whole. (k) To the knowledge of the Company, no person or corporation that is a "holding company" or a "subsidiary of a holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, directly or indirectly owns, controls or holds with power to vote ten percent or more of the outstanding voting securities of the Company. (l) The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of any such certificate, authority or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole. 2. Purchase and Sale. (a) On the basis of the ------------------ representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[--] per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. (b) In addition, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, the Company agrees to grant to the Underwriters an option to purchase from the Company the number of Option Shares set forth in the notice referred to in Section 2(c) hereof (the "Option"). If the Option is exercised by the Underwriters, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[--] per share [minus, if an Option Shares Time of Delivery with respect to the delivery and payment of any Option Shares occurs after the date fixed for the determination of stockholders entitled to receive the next dividend payable on shares of Common Stock, an amount equal to such dividend per share of such Options Share], the number of Option Shares (subject to such adjustments as the Representatives may determine in order to avoid fractional shares) that bears the same proportion to the aggregate number of Option Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares. (c) The Option may be exercised, in whole or in part from time to time, within the period of 30 days from the date hereof, by written notice from the Representatives, on behalf of the Underwriters, to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the Option is being exercised and the date of delivery of, and payment for, such Option Shares, which date shall be neither earlier than the later of the Time of Delivery and the second Business Day (as defined below) after the date of such exercise nor later than the seventh Business Day after the date of such exercise. As used herein, "Business Day" -5- 6 shall mean any day on which the New York Stock Exchange (the "NYSE") and banks in the City of New York are open. 3. Offering. Subject to the terms and conditions -------- herein set forth, the Underwriters will make an offering of the Securities upon the terms and conditions set forth in the Prospectus. 4. Payment and Delivery; Defaulting Underwriters. --------------------------------------------- Delivery of the Firm Shares and payment therefor, in New York Clearing House funds payable to the order of the Company, shall be made at the offices of Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York, at 10:00 A.M., New York City time, on the fifth Business Day after the date hereof, or at such other place, time and date as shall be agreed upon in writing by the Company and the Representatives. The hour and date of such delivery and payment are herein called the "Time of Delivery." The Firm Shares shall be delivered to the Underwriters for their respective accounts in fully registered form and in such authorized denominations and registered in such names as the Representatives may reasonably request in writing not later than 2:00 P.M., New York City time, on the second Business Day after the date hereof, or to the extent not so requested, registered in the respective names of the Underwriters in such authorized denominations as the Company shall determine. The Company agrees to make the Firm Shares available to the Representatives for checking purposes not later than 2:00 P.M., New York City time, on the last full Business Day preceding the Time of Delivery, at the office of [-----], or at such other place, time or date as may be agreed upon between the Company and the Representatives. Delivery of any Option Shares and payment therefor, in New York Clearing House funds payable to the order of the Company, shall be made at the offices of Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York, at 10:00 A.M., New York City time, on the date specified by the Representatives in accordance with Section 2(c) hereof, or at such other place, time and date as shall be agreed upon in writing by the Company and the Representatives. The hour and date of any such delivery and payment are herein called an "Option Shares Time of Delivery." Option Shares shall be delivered to the Underwriters for their respective accounts in fully registered form and in such authorized denominations and registered in such names as the Representatives may reasonably request in writing not later than 2:00 P.M., New York City time, on the second Business Day preceding the Option Shares Time of Delivery with respect to such Option Shares, or to the extent not so requested, registered in the respective names of the Underwriters in such authorized denominations as the Company shall determine. The Company agrees to make such Option Shares available to the Representatives for checking purposes not later than 2:00 P.M., New York City time, on the last full Business Day preceding such Option Shares Time of Delivery, at the office of [-----], or at such other place, time or date as may be agreed upon between the Company and the Representatives. If any one or more of the Underwriters shall default on its obligation or their obligations to purchase and pay for the Securities that it has or they have agreed herein to -6- 7 purchase and pay for (such Underwriter or Underwriters that shall have so defaulted being referred to herein as the "Defaulting Underwriters"), the Company shall immediately give written notice of such default to the Representatives and the Underwriters that shall not have so defaulted (the "Non-defaulting Underwriters") shall have the right, within 24 hours after the receipt of such notice by the Representatives, to determine to purchase or to procure one or more others, which shall be members of the National Association of Securities Dealers, Inc. (the "NASD") and satisfactory to the Company, to purchase, upon the terms herein set forth, all (but not less than all) of the Securities that the Defaulting Underwriters so agreed to purchase (the "Defaulted Securities"). If the Non-defaulting Underwriters shall determine to exercise such right, the Representatives shall give notice to the Company of such determination within 24 hours after their receipt of notice from the Company of such default. If the Representatives shall fail to give such notice or, within such 24-hour period, shall give notice to the Company that the Non- defaulting Underwriters will not exercise such right, then the Company shall have the right, within a further 24 hours after the failure of the Representatives to give such notice or within 24 hours after its receipt of such notice from the Representatives, to procure one or more others, which shall be members of the NASD and satisfactory to the Representatives, to purchase, upon the terms herein set forth, all (but not less than all) of the Defaulted Securities. In the event that the Non-defaulting Underwriters or the Company shall have arranged for the purchase of the Defaulted Securities as provided above, then either the Company or the Representatives shall have the right to postpone the Time of Delivery or an Options Shares Time of Delivery, as the case may be, for such period, not exceeding three Business Days, in order that the required changes in the Registration Statement, the Prospectus and any other documents or arrangements may be effected. In the event that neither the Non-defaulting Underwriters nor the Company shall have arranged for the purchase of the Defaulted Securities as provided above, then: (a) if the Defaulted Securities do not exceed 10% of the Securities that the Non-defaulting Underwriters have otherwise agreed to purchase, the Non-defaulting Underwriters shall be obligated to purchase and pay for the respective amounts of the Securities that they have severally agreed to purchase hereunder and, in addition, to purchase and pay for (in proportion to their respective obligations hereunder except as may be otherwise determined by the Non-defaulting Underwriters) the Defaulted Securities; or (b) if the Defaulted Securities exceed 10% of the Securities that the Non-defaulting Underwriters have otherwise agreed to purchase, this Agreement shall terminate. Termination of this Agreement pursuant to this Section 4 shall not relieve any of the Defaulting Underwriters from liability in respect of its obligations under this Agreement, but shall be without liability on the part of the Company and the Non-defaulting Underwriters; provided, however, that such termination shall not affect the payment obligations set forth in Section 5 hereof. 5. Covenants of the Company. The Company agrees with ------------------------ each of the Underwriters that it will: -7- 8 (a) Promptly deliver to the Representatives a copy of each of the Registration Statement and all amendments thereto (in each case including copies of all documents (other than exhibits) incorporated in the Prospectus by reference and all exhibits filed therewith), either signed or certified by an officer of the Company, and including a copy of each consent and opinion included therein or filed as an exhibit thereto, either signed or certified by an officer of the Company, and as many unsigned copies of the Registration Statement and such amendments, as the Representatives may reasonably request. The Company also will deliver to the Representatives as soon as possible after the date of this Agreement and thereafter from time to time, during such period of time as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of the Prospectus, including any amendments or supplements thereto, as the Representatives may reasonably request for the purposes of the Act. (b) Promptly advise the Representatives (i) when any amendment of the Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment of the Registration Statement or the Prospectus and (iii) of the issuance of any stop order under the Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to secure the prompt removal thereof. The Company will neither file nor use any amendment or supplement to the Registration Statement or the Prospectus to which the Representatives or counsel for the Underwriters shall object. (c) Pay all expenses and taxes (excluding any transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation and delivery of this Agreement, (iii) all corporate and regulatory actions precedent to the issuance and delivery of the Securities, (iv) the issuance and delivery of the Securities, (v) the fees and disbursements of the Company's counsel and accountants, (vi) except as provided in Section 5(d) hereof, the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement, the Prospectus and any amendment or supplement, (vii) the fees and expenses of any transfer agent and registrar, (viii) the qualification of the Securities for offering and sale under state securities laws, including the fees, not to exceed $5,000, and disbursements of counsel for the Underwriters in connection with such qualification and blue sky surveys relating thereto and (ix) the fees and expenses in connection with the listing of the Securities on the NYSE and the Chicago Stock Exchange. (d) During such period of time (not exceeding nine months) after the effective date of the Registration Statement as a prospectus relating to the Securities is required to be delivered under the Act, if (i) any event shall occur as a result of which it is necessary, in the opinion of the Company and its counsel or the Representatives and counsel for the Underwriters, to amend or supplement the Prospectus in order to make the Prospectus not misleading, in the light of then existing circumstances, or (ii) it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Regulations or the Exchange Act or the Exchange Act Regulations, the Company will forthwith, at its expense, prepare and furnish to the Representatives a reasonable number of copies of a supplement or an amendment to the -8- 9 Prospectus that will supplement or amend the Prospectus so that as so supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of then existing circumstances, not misleading or it will comply with the Act or the Regulations or the Exchange Act or the Exchange Act Regulations. In case any of the Underwriters shall be required to deliver a prospectus relating to the Securities after the expiration of nine months from the date of this Agreement, the Company, upon the request of the Representatives, will furnish to the Underwriters, at the expense of the Underwriters, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus, complying with Section 10(a) of the Act. (e) Make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of 12 months beginning on the first day of the Company's fiscal quarter next succeeding the effective date of the Registration Statement that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Regulations). (f) Furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate, and file and make such statements or reports as are or may be required by the laws of such jurisdictions; provided, however, that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process under the laws of any jurisdiction. (g) Except for sales of Common Stock pursuant to its shareholder and employee plans, during the period beginning on the date of this Agreement and continuing to and including the [-----] day following the Time of Delivery, not to offer, sell, continue to sell or otherwise dispose of any other of its securities of the same class as the Securities without the prior consent of the Representatives. All fees and disbursements of counsel for the Underwriters (exclusive of fees and expenses of such counsel that are to be paid by the Company as set forth in clause (viii) of Section 5(c) hereof) shall be paid by the Underwriters; provided, however, that if this Agreement shall be terminated in accordance with the provisions of Section 6, 7, 8 or 10 hereof, the Company shall reimburse the Underwriters for the amount of such fees and disbursements. The Company shall not be required to pay any amount for any expenses of the Underwriters except as provided in the preceding sentence. The Company shall not in any event be liable to any of the Underwriters for damages on account of the loss of anticipated profits. 6. Conditions of Obligations of the Underwriters to ------------------------------------------------ Purchase the Firm Shares. The several obligations of the - ------------------------ Underwriters to purchase and pay for the Firm Shares shall be subject to the accuracy of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Time of Delivery, and to the following additional conditions: -9- 10 (a) (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery and no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference in the Prospectus shall be in effect at such date; no proceedings for any such purpose shall be pending before, or threatened by, the Commission at the Time of Delivery; if the Completed Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Regulations, the Completed Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) of the Regulations and the Company shall have provided evidence satisfactory to the Representatives thereof; and the Representatives shall have received a certificate dated the Time of Delivery and signed by an executive officer of the Company to the effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the matters described in the letter furnished pursuant to Section 6(d) hereof the effect of which would, in the opinion of the Representatives, materially and adversely affect the market for the Firm Shares; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and the Prospectus (or any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At the Time of Delivery, there shall be in full force and effect an order of the MPSC authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to the Representatives by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (c) At the Time of Delivery, the Representatives shall have received from Gerald T. McNeive, Jr., Esq., Vice President and Associate General Counsel of the Company, and Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, opinions, dated the Time of Delivery, in substantially the form and substance prescribed in Exhibits A and B, respectively, hereto. (d) At the date of this Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of this Agreement, to the effect that: (i) they are independent public accountants with respect to the Company within the meaning of the Act and the Regulations; (ii) in their opinion, the financial statements examined by them and incorporated by reference in the Prospectus comply as to form in all material -10- 11 respects with the applicable accounting requirements of the Act and the Regulations and the Exchange Act and the Exchange Act Regulations; (iii) on the basis of limited procedures, not constituting an examination made in accordance with generally accepted auditing standards, including a reading of the unaudited consolidated financial information incorporated by reference in the Prospectus, the latest available interim financial statements of the Company, if any, a reading of the minute books of the shareholders and the Board of Directors of the Company since the close of the Company's most recent fiscal year through a specified date not more than five days prior to the date of such letter, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that (A) (1) any material modifications should be made to the unaudited consolidated financial statements incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or (2) the unaudited consolidated financial statements incorporated by reference in the Prospectus do not comply with the applicable accounting requirements of the Act or the Exchange Act as they apply to Form 10-Q and the Regulations or the Exchange Act Regulations; (B) at the date of the latest available interim balance sheet of the Company and at a subsequent specified date not more than five days prior to the date of such letter, there has been any change in the capital stock, or any increase in the long-term debt, or any decrease in net assets, in each case of the Company and as compared with amounts shown in the balance sheet as of the date of the latest financial statements incorporated by reference in the Prospectus, except in each case for changes, increases or decreases that the Registration Statement discloses have occurred or may occur, that were occasioned by the declaration of dividends or that are described in such letter identifying the same and specifying the amount thereof (in which case such letter shall be accompanied by an explanation of the Company as to the significance thereof unless such explanation is not deemed necessary by the Representatives); or (C) for the twelve months ended as of the date of the latest unaudited financial statements are available, there were any decreases, as compared with the comparable period of the preceding year, in the Company's operating revenues, net income and earnings available for common stock, except in each case for decreases that the Registration Statement discloses have occurred or may occur, that were occasioned by the declaration of dividends or that are described in such letter identifying the same and specifying the amount thereof (in which case such letter shall be accompanied by an explanation of the Company as to the significance thereof unless such explanation is not deemed necessary by the Representatives); and (iv) they have performed certain other specified procedures with respect to certain amounts and percentages set forth in the Registration Statement or in the documents incorporated by reference in the Prospectus, as have been requested by the Representatives or counsel for the Underwriters and approved -11- 12 by the Company, and have found them to be in agreement with the records of the Company and the computations to be arithmetically correct. (e) At the Time of Delivery, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the Time of Delivery, to the effect that the statements set forth in the letter furnished pursuant to Section 5(d) hereof are reaffirmed, except that the specified date referred to therein shall be a date not more than five days prior to the Time of Delivery. (f) At the Time of Delivery, the Representatives shall have received a certificate, dated the Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of the Time of Delivery with the same effect as if made at and as of the Time of Delivery; provided, however, that (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment, (B) if the Completed Prospectus shall have been filed with the Commission pursuant to Rule 424(b) of the Regulations, the Prospectus referred to in Sections 1(c), (e), (f), (g) and (i) hereof shall be deemed, for the purposes of such certificate, to be the Completed Prospectus and (C) the Company's representations and warranties with respect to the accuracy and sufficiency of the Prospectus shall not apply to any statements or omissions in the Completed Prospectus made in reliance upon and in conformity with the information furnished in writing to the Company, through the Representatives by or on behalf of any of the Underwriters, specifically for use therein, (ii) the Company shall have performed all of its obligations hereunder to be performed at or prior to the Time of Delivery, (iii) if the Company shall have been required to file the Completed Prospectus, as the case may be, with the Commission pursuant to Rule 424(b) of the Regulations, the Company shall have done so and (iv) the order described in Section 6(b) hereof shall be in full force and effect. (g) All legal proceedings to be taken in connection with the issuance and sale of the Firm Shares shall be satisfactory in form and substance to counsel for the Underwriters. (h) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) of the Regulations, that (i) it is downgrading its rating assigned to any debt securities or preferred or preference stock of the Company or (ii) it is reviewing its rating assigned to, or placing on credit watch, any debt securities or preferred or preference stock of the Company with a view to downgrading, or with negative implications, or direction not determined. (i) Subsequent to the date of this Agreement, there shall not have occurred (i) any material change in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated by reference therein at the date thereof) that, in the opinion of the -12- 13 Representatives, would materially and adversely affect the market for the Firm Shares or (ii) any event or development relating to or involving the Company or any officer or director of the Company that makes any statement made in the Prospectus (including the documents incorporated therein by reference at the date thereof) untrue or that, in the opinion of the Company and its counsel or the Representatives and counsel for the Underwriters, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Firm Shares. (j) The Firm Shares shall have been listed (subject to official notice of issuance) on the NYSE. In case any of the conditions specified above in this Section 6 shall not have been fulfilled at the Time of Delivery, this Agreement may be terminated by the Representatives upon notice thereof to the Company at any time at or prior to the Time of Delivery. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof and except that the provisions of Section 9 hereof shall survive any such termination. 7. Conditions to Obligations of the Underwriters to ------------------------------------------------ Purchase Option Shares. The several obligations of the - ---------------------- Underwriters to purchase and pay for any Option Shares shall be subject to the accuracy of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of the officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Option Shares Time of Delivery with respect to such Option Shares, and to the following additional conditions: (a) (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect at such Option Shares Time of Delivery and no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference in the Prospectus shall be in effect at such Option Shares Time of Delivery; no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date; if the Completed Prospectus, or any supplement thereto or to the Prospectus, is required to be filed with the Commission pursuant to Rule 424(b) of the Regulations, the Completed Prospectus, or any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) of the Regulations and the Company shall have provided evidence satisfactory to the Representatives thereof; and the Representatives shall have received a certificate dated such Option Shares Time of Delivery and signed by an executive officer of the Company to the effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the matters described in the letter furnished pursuant to Section 6(d) hereof the effect of which would, in the opinion of the Representatives, materially and adversely affect the market for such Option Shares; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement -13- 14 and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and the Prospectus (or any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At such Option Shares Time of Delivery, there shall be in full force and effect an order of the MPSC authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to the Representatives by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (c) At such Option Shares Time of Delivery, the Representatives shall have received from Gerald T. McNeive, Jr., Esq., Vice President and Associate General Counsel of the Company, and Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, opinions, dated such Option Shares Time of Delivery, with respect to such Option Shares in substantially the form and substance prescribed in Exhibits A and B, respectively, hereto. (d) At such Option Shares Time of Delivery, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated such Option Shares Time of Delivery, to the effect that the statements set forth in the letter furnished pursuant to Section 5(d) hereof are reaffirmed, except that the specified date referred to therein shall be a date not more than five days prior to such Option Shares Time of Delivery. (e) At such Option Shares Time of Delivery, the Representatives shall have received a certificate, dated such Option Shares Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of such Option Shares Time of Delivery with the same effect as if made at and as of such Option Shares Time of Delivery; provided, however, that (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment, (B) if the Completed Prospectus shall have been filed with the Commission pursuant to Rule 424 of the Regulations, the Prospectus referred to in Sections 1(c), (e), (f), (g) and (i) hereof shall be deemed, for the purposes of such certificate, to be the Completed Prospectus and (C) the Company's representations and warranties with respect to the accuracy and sufficiency of the Prospectus shall not apply to any statements or omissions in the Completed Prospectus made in reliance upon and in conformity with the information furnished in writing to the Company, through the Representatives by or on behalf of the Underwriters, specifically for use therein, (ii) the Company shall have performed all of its obligations hereunder -14- 15 to be performed at or prior to such Option Shares Time of Delivery, (iii) if the Company shall have been required to file the Completed Prospectus, as the case may be, with the Commission pursuant to Rule 424(b) of the Regulations, the Company shall have done so and (iv) the order described in Section 7(b) hereof shall be in full force and effect. (f) All legal proceedings to be taken in connection with the issuance and sale of the Securities shall be satisfactory in form and substance to counsel for the Underwriters. (g) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) of the Regulations, that (i) it is downgrading its rating assigned to any debt securities or preferred or preference stock of the Company or (ii) it is reviewing, or placing on credit watch, its rating assigned to any debt securities or preferred or preference stock of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (h) Subsequent to the date of this Agreement, there shall not have occurred (i) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated therein by reference at the date thereof) that, in the opinion of the Representatives, would materially, adversely affect the market for the Securities or (ii) any event or development relating to or involving the Company or any officer or director of the Company that makes any statement made in the Prospectus or any amendment or supplement thereto (including the documents incorporated therein by reference at the date thereof) untrue or that, in the opinion of the Company and its counsel or the Representatives and counsel for the Underwriters, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Securities. (i) Such Option Shares shall have been listed (subject to official notice of issuance) on the NYSE. In case any of the conditions specified above in this Section 7 shall not have been fulfilled at such Option Shares Time of Delivery, this Agreement may be terminated by the Representatives upon notice thereof to the Company at any time at or prior to such Option Shares Time of Delivery. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof and except that the provisions of Section 9 hereof shall survive any such termination. 8. Conditions of Company's Obligation. The obligation ---------------------------------- of the Company to deliver the Firm Shares at the Time of Delivery and any Option Shares at the Option Shares Time of Delivery with respect to such Option Shares shall be subject to the following conditions: -15- 16 (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery or such Option Shares Time of Delivery, as the case may be, and no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference in the Prospectus shall be in effect at such date; and no proceedings for any such purpose shall be pending before, or threatened by, the Commission at the Time of Delivery or such Option Shares Time of Delivery, as the case may be. (b) At the Time of Delivery or such Option Shares Time of Delivery, as the case may be, there shall be in full force and effect an order of the MPSC authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provisions unacceptable to the Company by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). In case any of the conditions specified above in this Section 8 shall not have been fulfilled at the Time of Delivery or such Option Shares Time of Delivery, as the case may be, this Agreement may be terminated by the Company, upon notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. 9. Indemnification; Contribution. ----------------------------- (a) The Company agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls any of the Underwriters within the meaning of Section 15 of the Act against (i) any and all losses, claims, damages, liabilities and expenses whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430A(b) of the Regulations, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) any and all losses, claims, damages, liabilities and expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) any and all expense whatsoever, as incurred (including, subject to Section 9(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any untrue statement or omission, or any such alleged untrue statement or omission, to the -16- 17 extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that the indemnity agreement contained in this Section 9(a) shall not apply to any such losses, claims, damages, liabilities or expenses to the extent arising out of any such untrue statement or alleged untrue statement, or any such omission or alleged omission, made in reliance upon written information furnished to the Company, through the Representatives by such Underwriter, expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto). (b) Each of the Underwriters, severally, agrees to indemnify and hold harmless the Company, its directors, each of its officers who shall have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act against any and all losses, claims, damages, liabilities and expenses described in Section 9(a) hereof, as incurred, but only with respect to the untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company, through the Representatives by such Underwriter, expressly for use in connection with the Registration Statement (or any amendment thereto) or any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability on account of this indemnity agreement except to the extent that such indemnifying party has been prejudiced in any material respect by such failure or from any liability that such indemnifying party may have to such indemnified party otherwise than on account of this indemnity agreement. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party) and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under Section 9(a) or (b) hereof for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (including local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 9(a) or (b) hereof is for any -17- 18 reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnity agreement incurred by the Company and one or more of the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial public offering price appearing thereon and the Company is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who shall have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act shall have the same rights to contribution as the Company. 10. Termination. ----------- (a) The Representative may terminate this Agreement at any time at or prior to the Time of Delivery, or rescind the exercise of the Option by the Underwriters at any time prior to an Option Shares Time of Delivery, by notice to the Company, if prior to the Time of Delivery or such Option Shares Time of Delivery, as the case may be, (i) there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the business or the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of any existing hostilities or calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) trading in the Common Stock has been suspended by the Commission, or trading generally in securities on the NYSE or the American Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of the NYSE or the American Stock Exchange or by order of the Commission or any other governmental authority, or a banking moratorium has been declared by either Federal, New York or Missouri authorities. (b) Notwithstanding any termination of this Agreement pursuant to this Section 10, such termination will be without liability of any party to any other party hereunder except for the payment obligations set forth in Section 5 hereof and except that the provisions of Section 9 hereof shall remain in effect. 11. Notices. All statements, requests, notices and ------- agreements hereunder shall be in writing or by telephone if confirmed in writing within 24 hours and, if to the Underwriters, shall be sufficient in all respects if delivered or sent by registered mail to the -18- 19 Representatives at the address given on the last page hereof; and, if to the Company, shall be sufficient in all respects if delivered or sent by registered mail to the Company, c/o Donald L. Godiner, Esq., Senior Vice President, General Counsel and Secretary, Laclede Gas Company, 720 Olive Street, St. Louis, Missouri 63101; provided, however, that any notice to any of the Underwriters pursuant to Section 9(c) hereof shall be delivered or sent by registered mail to such party at its principal executive offices. 12. Information for Use in Prospectuses. The ----------------------------------- information with respect to the price to the public of the Securities to be set forth on, and the information to be set forth in the last paragraph of, the cover page of, and the information to be set forth in the second paragraph under the table under "Underwriting" in, the Prospectus shall be deemed to have been furnished in writing to the Company through the Representatives by or on behalf of the Underwriters specifically for use therein. 13. Representations and Warranties of Representatives. ------------------------------------------------- Each of the Representatives represents and warrants to the Company that it has full power and authority (a) to enter into this Agreement on behalf of each of the Underwriters listed in Schedule I hereto and (b) to act on behalf of each of the Underwriters with respect to the performance of this Agreement. In all dealings hereunder, the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of all of the Underwriters made or given either by all of the Representatives jointly or by any of the Representatives individually. 14. Miscellaneous. ------------- (a) This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 9 hereof, the directors and officers of the Company and each person who controls the Company or any of the Underwriters, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any of the Underwriters shall be deemed a successor or assign by reason merely of such purchase. (b) This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. (c) This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. -19- 20 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the counterparts hereof enclosed, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the several Underwriters and the Company. Very truly yours, LACLEDE GAS COMPANY By:---------------------------------- Name: Title: Accepted at New York, New York as of the date first above written: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated A.G. EDWARDS & SONS, INC. SMITH BARNEY INC. For themselves and as Representatives of the other Underwriters named in Schedule I to this Underwriting Agreement. By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By---------------------------------------- Authorized Signatory Address: Merrill Lynch & Co. World Financial Center North Tower New York, New York 10281 -20- 21 SCHEDULE I
Number of Shares to be Purchased Underwriters --------------- ------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated A.G. Edwards & Sons, Inc. Smith Barney Inc. Total 1,550,000 =========
22 Exhibit A --------- [Opinion of Gerald T. McNeive, Jr., Esq.] [Letterhead of the Company] [-----], 1995 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated A.G. EDWARDS & SONS, INC. SMITH BARNEY INC. As Representatives of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below (the "Underwriters") c/o Merrill Lynch & Co. World Financial Center North Tower New York, New York 10281 Ladies and Gentlemen: I am Vice President and Associate General Counsel of Laclede Gas Company (the "Company") and have acted in that capacity in connection with the issuance and sale by the Company pursuant to the Underwriting Agreement dated [-----], 1995 between the Company and the Underwriters (the "Underwriting Agreement") of 1,550,000 shares of the Company's Common Stock, par value $1 per share (the "Shares"). The terms "Registration Statement" and "Prospectus" as used herein have the same meanings as when used in the Underwriting Agreement. I am familiar with the Articles of Incorporation, as amended, and By-Laws of the Company (the "Articles" and the "By- Laws," respectively) and the records of various corporate and other proceedings, including the actions taken by the Company's Board of Directors [and the Executive Committee thereof] relating to the authorization, issuance and sale of the Shares. I have participated in the preparation of or reviewed (a) the Underwriting Agreement; (b) the Registration Statement and the Prospectus; and (c) the proceedings before the Missouri Public 23 Service Commission (the "MPSC") for authority to issue and sell the Shares and the order dated April --, 1995 for authority to issue and sell the Shares entered by the MPSC in respect thereto. I have examined the Annual Report on Form 10-K of the Company for the fiscal year ended September 30, 1994, the Quarterly Reports on Form 10-Q of the Company for the quarterly periods ended December 31, 1994 and March 31, 1995 and the Form 8-A Registration Statement of the Company dated April 7, 1986 (the "Exchange Act Documents"), each as filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Prospectus. I have examined a copy of an order dated [-----], 1995, from the Commission to the Company relating to the effectiveness of the Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"). I have also examined such other documents and satisfied myself as to such other matters as I have deemed necessary to render this opinion. In the course of such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. I have also relied upon information submitted to me by certain officers of the Company with respect to the existence or non-existence of certain facts that form the basis for the opinions set forth herein. Although I have not conducted any independent investigations of the accuracy of various of the matters covered by such information supplied by officers of the Company, I have no reason to believe that any of the matters covered thereby are inaccurate. I have also relied on certain documents, instruments and certificates of public officials. I have not examined the Shares, except a specimen thereof, and have relied upon a certificate of the transfer agent and registrar for the Shares as to the issuance, registration and countersignature thereof. Upon the basis of my familiarity with the foregoing and with the Company's properties and affairs generally, and as limited by the foregoing qualifications and limitations, I am of the opinion that: 1. Each of the Company, Laclede Pipeline Company and Laclede Energy Resources is a corporation duly organized and validly existing in good standing under the laws of the State of Missouri. 2. The Company is a public utility corporation, is duly authorized by the Articles to conduct the utility business that it is described in the Prospectus as conducting, and, by virtue of its possession of valid and subsisting licenses, franchises and permits, and its compliance with the laws of the State of Missouri, is duly authorized to conduct such business in that State, and the Company is legally qualified to conduct in Louisiana, Oklahoma and Texas the businesses in which it is engaged in those states. [In this regard, it should be noted that the Company is presently seeking to renew its franchise in Florissant, Missouri, which expired in 1992.] 3. All of the outstanding shares of capital stock of the Company (other than the Shares) have been duly and validly authorized and issued and are fully paid and non- assessable. A-2 24 4. The Shares have been duly and validly authorized and, when the Shares shall have been delivered against payment therefor as provided in the Underwriting Agreement, they will have been duly and validly issued and will be fully paid and non-assessable and entitled to the rights set forth in the Articles and the Rights Agreement between the Company and The Boatmen's National Bank of St. Louis; and there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, the Shares pursuant to the Articles (other than Article III-B thereof) or the By-Laws, or other agreement or instrument known to me to which the Company is a party or by which it is bound or to which any of the property of the Company is subject. 5. The Shares conform as to legal matters with the description thereof contained in the Prospectus, and the specimen certificate for the Shares is in due and proper form. 6. The Shares shall have been listed (subject to official notice of issuance) on the New York Stock Exchange. 7. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 8. The Registration Statement has become and is effective under the Securities Act; and, to the best of my knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. 9. The MPSC has issued an order authorizing the issuance and sale by the Company of the Shares; the issuance and sale of the Shares in accordance with the Underwriting Agreement are in conformity with the terms of such order; and no further approval, authorization, consent or other order of any public board or body (other than in connection or in compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required for the issuance and sale of the Shares on the terms and conditions set forth in the Underwriting Agreement. 10. There are no legal, governmental or administrative proceedings pending to which the Company is a party or of which any property of the Company is the subject, other than as set forth in the Prospectus and other than proceedings incident to the kind of business conducted by the Company, the outcome of which would not singly or in the aggregate have a materially adverse effect on the financial position, stockholders' equity or results of operations of the Company; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 11. The consummation of the transactions contemplated in the Underwriting Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, A-3 25 or the Articles or the Bylaws or any order, rule or regulation of any court or other governmental body having jurisdiction over the Company or any of its property. In passing upon the form of the Registration Statement and the form of the Prospectus, I necessarily assume the correctness and completeness of the statements made by the Company and the information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to me and as set forth in paragraph 5. above. In the course of the preparation of the Registration Statement and the Prospectus, I participated in conferences with certain of the Company's officers and employees, with representatives of Deloitte & Touche LLP, the independent accountants for the Company, with your representatives and with counsel for the Underwriters. Based on my examination of the Registration Statement and the Prospectus, and my investigations made in connection with the preparation of the Registration Statement and the Prospectus and my participation in the conferences referred to above, (i) I am of the opinion that the Registration Statement, as of the date it was declared effective by the Commission, and the Prospectus, as of the date it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, complied as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case I express no opinion with respect to the financial statements or schedules or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents, and (ii) I have no reason to believe that the Registration Statement, as of the date it was declared effective by the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as of the date hereof, includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion or belief with respect to the financial statements or schedules or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents. I have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on my authority and, upon my review thereof, I believe such information to be correct. I am also delivering this opinion to Winthrop, Stimson, Putnam & Roberts, who is entitled to rely upon this opinion to the same extent as if such opinion were addressed to such firm. This opinion is rendered to you and Winthrop, Stimson, Putnam & Roberts in connection with the above-described transaction. This opinion may not be relied upon by you or Winthrop, Stimson, Putnam & Roberts for any other purpose, or relied upon by or furnished to any other person, firm or corporation (other than the Underwriters), without my prior written consent. Very truly yours, A-4 26 Exhibit B --------- [Letterhead of Winthrop, Stimson, Putnam & Roberts] [-----], 1995 MERRILL LYNCH & CO. Merrill Lynch Pierce, Fenner & Smith Incorporated A.G. EDWARDS & SONS, INC. SMITH BARNEY INC. As Representatives of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below (the "Underwriters") c/o Merrill Lynch & Co. World Financial Center North Tower New York, New York 10281 Ladies and Gentlemen: We have acted as your counsel in connection with the issuance and sale by Laclede Gas Company (the "Company") of 1,550,000 shares of the Company's Common Stock, par value $1 per share (the "Shares"), pursuant to the Underwriting Agreement dated [-----], 1995 between the Underwriters and the Company (the "Underwriting Agreement"). The terms "Registration Statement" and "Prospectus" as used herein have the same meanings as when used in the Underwriting Agreement. 27 We have examined the Registration Statement and the Prospectus, which pursuant to Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended September 30, 1994, the Quarterly Reports on Form 10-Q of the Company for the quarterly periods ended December 31, 1994 and March 31, 1995 and the Form 8-A Registration Statement of the Company dated April 7, 1986 (the "Exchange Act Documents"), each as filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Shares, of which we have examined a specimen, and have relied upon a certificate of the transfer agent and registrar for the Shares as to the issuance, registration and countersignature thereof) and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. With respect to legal matters governed by the laws of the State of Missouri, we understand that you are relying upon the opinion of Gerald T. McNeive, Jr., Esq., Vice President and Associate General Counsel of the Company, of even date, addressed to you. We believe that such opinion is satisfactory in form and that you are justified in relying thereon and we, on our part, have relied solely on said opinion as to such matters. We do not pass upon legal matters regarding the incorporation of the Company or its qualification to do business in any jurisdiction, as to which we understand you are relying upon the aforesaid opinion of Mr. McNeive. Based upon the foregoing and subject to the qualifications and limitations stated therein, we hereby advise you that in our opinion: 1. The Shares have been duly authorized by the Company and, upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and nonassessable. 2. The statements made in the Prospectus under the caption "Description of Common Stock," insofar as they purport to constitute summaries of the terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. 3. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. B-2 28 4. The Registration Statement has become and is effective under the Securities Act; and, to the best of my knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. 5. No approval, authorization, consent or other order of any governmental agency or body of the United States of America or the State of New York is legally required for the issuance and sale by the Company of the Shares on the terms and conditions set forth in the Underwriting Agreement (other than the order of the Commission declaring the Registration Statement effective and except that we express no opinion as to any such approval, authorization, consent or other order as may be required under the provisions of the securities or blue sky laws of the State of New York in connection with the purchase and distribution of the Shares by the Underwriters). In passing upon the form of the Registration Statement and the form of the Prospectus, we necessarily assume the correctness and completeness of the statements made by the Company and the information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph 2. above. In the course of the preparation by the Company of the Registration Statement and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain of its officers and employees, with counsel for the Company, with representatives of Deloitte & Touche LLP, the independent accountants who examined certain of the Exchange Act Documents, and with your representatives. We did not prepare the Exchange Act Documents. Based on our examination of the Registration Statement, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of the date it was declared effective by the Commission, and the Prospectus, as of the date it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, complied as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or schedules or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that the Registration Statement, as of the date it was declared effective by the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as of the date hereof, includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statements or schedules or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents. B-3 29 We are members of the Bar of the State of New York and we do not express any opinion herein as to any matters governed by any laws other than the laws of the State of New York, the Federal laws of the United States of America and, to the extent set forth herein, the laws of the State of Missouri. This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by or furnished to any other person, firm or corporation (other than the Underwriters), without our prior written consent. Very truly yours, EX-4.2 3 BYLAWS 1 BY-LAWS OF LACLEDE GAS COMPANY ARTICLE I OFFICES PRINCIPAL OFFICE. The principal office in the State of Missouri shall be at 720 Olive Street in the City of St. Louis. ARTICLE II SEAL The seal of the Company shall be circular in form and shall have inscribed thereon the name of the Company and the words "Seal, St. Louis, Missouri." It may be either an impression upon wax or paper or printed from a steel engraved plate. ARTICLE III STOCKHOLDERS' MEETING SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the hour of 10 o'clock A.M. on the fourth Thursday of January in each year beginning with the year 1950, unless such day shall be a legal holiday, in which event the meeting shall be held on the next succeeding business day. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called by or at the request of the President or Board of Directors, and the Secretary shall call any such special meeting whenever requested in writing so to do by the holders of record of not less than one-third of the shares of the capital stock of the Company then outstanding and entitled to vote thereat. SECTION 3. NOTICES OF MEETINGS. Notice of any annual or special meeting of the stockholders shall be given by mailing to each stockholder of record entitled to vote at such meeting a written or printed notice of such meeting, stating the place, day and hour of the meeting, and, in case of a special meeting the purpose or purposes for which the meeting is called, in a postage prepaid envelope addressed to 2 each such stockholder at his address as it appears on the records of the Company. Such notice shall be mailed not less than ten nor more than fifty days before the date of the meeting. SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the Company may be held at such place, either within or without the State of Missouri, as may be fixed from time to time by resolution of the Board of Directors and designated in the notice of meeting. SECTION 5. QUORUM: ADJOURNMENTS. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall be requisite and sufficient to constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise required by the Charter or these By-Laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, a majority of the stockholders present in person or by proxy, shall have the right successively to adjourn the meeting to a specified date not longer than ninety days after such adjournment, and no notice need be given of such adjournment to stockholders not present at the meeting. At any adjourned meeting at which a quorum of stockholders is present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally called. SECTION 6. VOTING: PROXIES. At each meeting of the stockholders each stockholder entitled to vote thereat may vote in person or by proxy, subscribed by such stockholder or by his duly authorized attorney. Such proxy shall be in writing, but need not be sealed, witnessed, or acknowledged, and shall be filed with the Secretary at or before the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The vote for directors, and, upon the demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. In all elections for directors, each stockholder who is entitled to vote shall have the right to cast as many votes in the aggregate as shall equal the number of voting shares held by him in the Company, multiplied by the number of directors to be elected at such election, and each such stockholder may cast his whole number of votes either in person or by proxy, for one candidate, or distribute them among two or more candidates. In voting on any proposition other than the election of directors, each stockholder shall have one vote for each share of stock which he is entitled to vote on such proposition. SECTION 7. ORGANIZATION. Every meeting of the stockholders for whatever object shall be convened by the President, Secretary or other officer or person calling the meeting, and in the absence of such officer or person the 2 3 meeting may be convened by any officer of the Company, and in the absence of an officer of the Company, the meeting may be convened by the person duly elected Chairman of such meeting. The officer or person convening the meeting shall act as Chairman thereof. The Secretary of the Company shall act as Secretary of all meetings of stockholders and in his absence the Chairman of the meeting may designate an Assistant Secretary of Company or another person to act as Secretary of the meeting. ARTICLE IV DIRECTORS SECTION 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The property, business and affairs of the Company shall be managed and controlled by its Board of Directors which shall, effective at the close of business on January 26, 1995, consist of nine (9) members. Directors shall serve for three-year staggered terms, with one- third of the total number of Directors to be elected at each annual meeting of stockholders. All Directors shall serve for their respective terms and until their respective successors shall be duly elected and qualified. SECTION 2. POWERS AND DUTIES. In addition to the powers and duties of these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are not by the Charter or by these By-Laws directed or required to be exercised or done by the stockholders. SECTION 3. COMPENSATION. Directors who are not officers or employees of the Company may receive for their service as directors such annual compensation as may be determined by resolution of the Board of Directors. In addition, all directors as such shall receive their expenses, if any, of attending meetings of the Board of Directors and may receive a fixed sum for attendance as may be determined by resolution of the Board of Directors; provided, that nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees of the Board of Directors shall receive their expenses, if any, of attending committee meetings and may receive a fixed sum for attendance of committee meetings as may be determined by resolution of the Board of Directors. SECTION 4. QUALIFICATIONS. Directors need not be stockholders of the Company. At least one director shall be a bona fide citizen and resident of the State of Missouri. 3 4 No person shall be eligible for election as a director to any term commencing after April 24, 1980, if at the time of such election such person has reached the age of 71 years. ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS SECTION 1. REGULAR MEETINGS: NOTICE. A regular meeting of the Board of Directors shall be held annually within two (2) weeks after the annual meeting of the stockholders, at which meeting officers of the Company shall be elected. The stockholders at their annual meeting may fix the time and place of such annual meeting of the Board of Directors, but if the stockholders do not take such action, said meeting shall be held at a time and place agreed upon in writing by all of the newly elected directors or may be called by the President provided notice of the time and place of such meeting shall be given in accordance with Section 3 of this Article V. A regular meeting of the Board of Directors shall be held within two (2) weeks after any special meeting of the stockholders to act upon the subject-matter decided by the election, or the vote at said stockholders' meeting upon notice of the time, place and purpose of such meeting given in accordance with Section 3 of this Article V. Other regular meetings of the Board of Directors shall be held without notice on the fourth Thursday in each month, or at such other times as may be determined by the Board of Directors. SECTION 2. SPECIAL MEETINGS: REQUEST. Special Meetings of the Board of Directors may be called upon request of the President or three (3) members of the Board of Directors, provided notice of the time, place and purpose of such meeting shall be given in accordance with Section 3 of this Article V. SECTION 3. NOTICES. Notice of every annual or special meeting of the Board of Directors shall be given at least five (5) days previous thereto (unless in case of emergency the President or three (3) members of the Board shall prescribe a shorter time) either personally or by written notice mailed to each director at his last known business address or by telephone or telegraph. Every such notice shall state the time, place and purpose of such meeting. SECTION 4. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at the principal office of the Company in St. Louis, Missouri, or at such other place or 4 5 places, as may, from time to time, be determined by the Board of Directors. SECTION 5. QUORUM: VOTING: ADJOURNMENTS. At all meetings of the Board of Directors, a majority of the duly elected Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum present, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Charter or by these By-Laws. In the absence of a quorum, a majority of the directors present shall have power to adjourn the meeting from time to time, without notice, other than announcement at the meeting, until a quorum shall attend, when any business may be transacted which might have been transacted at the meeting as originally called. SECTION 6. ACTION BY WRITTEN CONSENT. If all the directors severally or collectively consent in writing to any action to be taken by the directors, such consents shall have the same force and effect as a unanimous vote of the directors at a meeting duly held. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors. SECTION 7. OFFICERS OF THE BOARD. The Board of Directors may elect from their number a presiding officer to be known as Chairman of the Board. The Secretary of the Company, or in his absence an Assistant Secretary, or any person designated from time to time by the Board shall act as its Secretary. ARTICLE VI EXECUTIVE COMMITTEE The Board of Directors, by resolution adopted by a majority of the whole Board, may designate two or more from their number, in addition to the President who shall be a member, to constitute an Executive Committee, may appoint a Chairman of the Executive Committee, and may fix the quorum thereof. The Executive Committee, to the extent provided in said resolution, shall have and exercise all of the authority of the Board of Directors during the intervals between the meetings of the Board, including power to cause the seal of the Company to be affixed to all papers that may require it. The Executive Committee shall keep a record of its proceedings, which shall be reported to the Board of Directors at the next regular meeting of the Board. The President may designate from time to time a member of the Board of Directors to act as a member of the Executive 5 6 Committee at any meeting or meetings thereof in the place of any member of the Executive Committee absent therefrom. ARTICLE VII OFFICER SECTION 1. NUMBER. The officers of the Company shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and one or more Assistant Secretaries and Assistant Treasurers, who shall be appointed by the Board of Directors. The officers of the Company, except the President, need not be directors. Any individual may hold more than one office, except that the offices of President and Vice President may not be held by the same person. SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall have such authority, perform such duties and hold office as from time to time may be determined by the Board of Directors. SECTION 3. SALARIES. The salaries of all officers of the Company shall be fixed by the Board of Directors. SECTION 4. TERM: REMOVAL. The officers of the Company shall hold office for one (1) year and until their successors are elected and qualify. Any officer or officers elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors. SECTION 5. CHIEF EXECUTIVE OFFICER. The chief executive officer of the Company shall be that person designated by the Board of Directors from among the Chairman of the Board, the Chairman of the Executive Committee, the President, and the Vice-Presidents of the Company. In the absence of such designation, the President shall be the chief executive officer. ARTICLE VIII DUTIES OF OFFICERS SECTION 1. PRESIDENT. The President shall be an ex-officio member of all standing committees unless otherwise specified in the resolution creating such committee. He shall in general supervise and control the business and affairs of the Company, shall have under his direction and control all subordinate officers and employees of the Company, and, subject to contrary designation by the Board of Directors pursuant to Section 5 of Article VII, shall be the 6 7 chief executive officer of the Company. In the absence of the Chairman at meetings of either the Board of Directors or of the Executive Committee, the President shall preside. He shall have power to suspend any subordinate officer appointed by the Board of Directors until such Board can be convened. He may appoint and discharge agents or employees and shall perform such other duties as may be prescribed from time to time by the Board of Directors, or as may be incident to his office. The President shall be a member of the Board of Directors. SECTION 2. VICE-PRESIDENTS. In the absence or disability of the President, a Vice President, to be designated by the Board of Directors, shall perform the duties and exercise the powers of the President. The Vice Presidents shall perform and exercise such other duties and powers as the Board of Directors may from time to time prescribe. SECTION 3. TREASURER. The Treasurer shall have charge of the funds and receipts of the Company and shall disburse the same as the Board of Directors may direct. He shall see to the collection of all accounts, bills receivable, and other demands owing to the Company. He shall be the custodian of all securities, notes and evidences of indebtedness belonging to the Company. He shall keep full and correct books of account, showing all receipts and disbursements of the Company. He shall, when necessary or proper, endorse on behalf of the Company for collection checks, notes and other obligations, and deposit the same and all moneys of the Company in depositories to be designated by the Board of Directors. He shall render to the Board of Directors, as and when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. He shall perform such other duties as are incident to his office, or as the Board of Directors may from time to time prescribe. The Treasurer shall, if required by the Board of Directors, give bond for the faithful discharge of his duties, in such amount, with such surety or sureties as shall be satisfactory to the Board of Directors. SECTION 4. SECRETARY. The Secretary shall attend all meetings of the Board of Directors and keep the minutes of the same. He shall attend to the giving and serving of all notices of meetings of stockholders and Board of Directors and shall have the custody and affixing of the corporate seal when the affixing of such seal may be required for corporate purposes. He shall superintend the keeping and have charge of the books, records, and papers of the Company. Except when a Transfer Agent and Registrar for the stock of the Company is employed, he shall keep a register of the address of each shareholder, and make all proper changes in such 7 8 register, retaining and filing his authority for all such entries. He shall perform such other duties as may be prescribed by the Board of Directors from time to time, or as may be incident to his office. SECTION 5. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as the President or the Board of Directors shall, from time to time, assign to them. ARTICLE IX VACANCIES In case of any vacancy or vacancies in the Board of Directors, the Board of Directors by a vote of a majority of the remaining directors may fill the vacancy or vacancies for the unexpired term. If the office of any officer becomes vacant by reason of death, resignation, retirement, disqualification or removal from office, the directors in office may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred. ARTICLE X CERTIFICATES OF STOCK The certificates of stock of the Company shall be consecutively numbered in the order of their issue, and the names of the owners, the number and class of shares and the date of issue shall be entered in the books of the Company. The certificates shall be in such form, consistent with the Charter, as the Board of Directors shall approve, and shall be signed either manually by the President or a Vice President and also by the Secretary or an Assistant Secretary or with facsimile signatures of the foregoing officers, and shall be sealed with the corporate seal, or have a facsimile thereof printed thereon, and they may also be registered and counter-signed by a Registrar and a Transfer Agent to be appointed by the Board of Directors if the Board of Directors shall by resolution so prescribe. ARTICLE XI TRANSFERS OF STOCK SECTION 1. BY WHOM TRANSFERS MADE. Transfers of Stock may be made on the books of the Company only by the holder 8 9 thereof or duly authorized attorney, and upon surrender of the certificate representing the same, properly endorsed. SECTION 2. CLOSING OF TRANSFER BOOKS. The Board of Directors may close the transfer books in its discretion for a period not exceeding fifty days preceding the day appointed for any meeting, annual or special, of the stockholders, or the payment of a dividend or the allotment of rights, or in its discretion the Board of Directors may fix a date not exceeding fifty days preceding any such appointed day as a record date for the determination of stockholders entitled to notice of, and to vote at, such meeting or to receive such dividend or rights, as the case may be. SECTION 3. HOLDERS OF RECORD. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof. SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more Transfer Agents and Registrars for its stock, and may require all stock certificates to bear the signature either of a Transfer Agent or of a Registrar, or both. ARTICLE XII LOST OR DESTROYED CERTIFICATES Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall give the Company, its Transfer Agents and Registrars, if they shall so require, a bond of indemnity, in form and with one or more sureties satisfactory to the Board, the Transfer Agents and the Registrars of the Company, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed, but always subject to the approval of the Board of Directors. ARTICLE XIII DIVIDENDS Subject to the provisions of the Charter, the Board of Directors shall have absolute discretion in the declaration of dividends and in fixing and changing the date for the declaration and payment of dividends. Before payment of any 9 10 dividend or making any distribution of profits, the Board of Directors may set aside, out of the surplus or net profits of the Company, such sum or sums as the Board of Directors may from time to time in its absolute discretion deem proper as a reserve fund for depreciation or working capital, or for any other purpose which the Board of Directors shall deem conducive to the interests of the Company. ARTICLE XIV BOOKS AND RECORDS INSPECTION. The books of accounts and records of the Company shall be open to inspection by any member of the Board of Directors or Executive Committee or any officer of the Company. When entitled to do so under applicable law, stockholders may inspect the books of the Company at the office of the Company during the usual business hours of the Company and in the presence of a representative of the Company, and under such other reasonable regulations as the officers of the Company may prescribe in the particular instance. ARTICLE XV CONTRACTS, CHECKS, ETC. SECTION 1. CONTRACTS, ETC. All contracts, deeds, mortgages, leases or instruments that require the seal of the Company to be affixed thereto shall be signed by the President or a Vice President, and by the Secretary, or an Assistant Secretary, or by such other officer or officers, or person or persons, as the Board of Directors or Executive Committee may by resolution prescribe. SECTION 2. CHECKS, DRAFTS, ETC. All Promissory notes, checks, drafts and other negotiable instruments which shall be issued by the Company shall be signed by the President or Treasurer and may also be signed and countersigned by such person or persons as the Board of Directors or the Executive Committee may by resolution from time to time prescribe. ARTICLE XVI FISCAL YEAR The fiscal year of the Company shall begin with the end of the last preceding fiscal year, and end on the next succeeding September 30. The first such fiscal year begins January 1, 1949, and ends on September 30, 1949. 10 11 ARTICLE XVII NOTICES: WAIVER Whenever under the provisions of these By-Laws notice is required to be given to any stockholder, director or officer, it may be given by depositing the same in the post office or a post office letter box, in a postpaid sealed wrapper, addressed to such stockholder, director or officer at such address as appears on the books of the Company, and such notice shall be deemed to be given at the time of such mailing. Any stockholder, director or officer may waive in writing any notice required to be given under these By-Laws either before, at or after any meeting and such waiver shall be equally as effective as the due service of notice. Notice of any special meeting of stockholders or Board of Directors need not be given to any stockholder or director, respectively, who may be present thereat, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE XVIII AMENDMENTS SECTION 1. POWER OF THE BOARD OF DIRECTORS TO AMEND, ETC. As provided by the Articles of this Corporation, the power to make, alter, amend or repeal these By-Laws is vested in the Board of Directors. Such power may be exercised by the vote of a majority of all the directors at any annual or regular meeting or at a duly called special meeting. 11 EX-5 4 OPINION RE LEGALITY 1 April 21, 1995 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 seven hundred and fifty thousand shares of the Company's Common Stock ($1.00 per share par value) to be issued and sold (hereinafter called the "Common Stock"); and (b) one million seven hundred and fifty thousand related Common Stock Purchase Rights to be attached to the 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 as of April 17, 1986 between the Company and The Boatmen's National Bank of St. Louis, Rights Agent (the "Rights Agreement"); and which Common Stock issuance and sale and Common Stock Purchase Rights issuance were the subject of certain Resolutions of the Company's Board of Directors dated March 23, 1995 (the "Resolutions"). 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 the con- formity 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 April 21, 1995 2 2. Upon: (a) the effectiveness of the Registration Statement; (b) the effectiveness of an Order to be issued by the Missouri Public Service Commission authorizing the Company to issue and sell the Common Stock; and (c) the Company's Board of Directors having taken further action approving the issuance and sale of the Common Stock, as provided for by the Resolutions; the issuance and sale of the Common Stock 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 for such Common Stock, the Common Stock will be validly issued, fully paid and non-assessable. 3. Upon: (a) the effectiveness of the Registration Statement; (b) the effectiveness of an Order to be issued by the Missouri Public Service Commission authorizing the issuance of the Common Stock Purchase Rights; and (c) the Company's Board of Directors having taken further action approving the issuance of the Common Stock, as provided for by the Resolutions (which Common Stock shall be accompanied by the related Common Stock Purchase Rights); 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 related Common Stock (following the Company's receipt of the consideration for such Common Stock), 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 Common Stock and Common Stock Purchase Rights. Very truly yours, Gerald T. McNeive, Jr. Gerald T. McNeive, Jr. GTM:af EX-23.(B) 5 CONSENT OF EXPERT 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Laclede Gas Company on Form S-3 of our report (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the changes in methods of accounting for income taxes and postretirement benefits other than pensions effective October 1, 1993) dated November 17, 1994, appearing in the Annual Report on Form 10-K of Laclede Gas Company for the year ended September 30, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP DELOITTE & TOUCHE LLP St. Louis, Missouri April 21, 1995 EX-24 6 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): (1) a registration statement on Form S-3 to be filed with the Securities and Exchange Commission (the "S-3") in connection with the registration of: (a) up to and including 1,750,000 shares of Laclede Gas Company common stock having a par value of $1.00 per share (the "Common Stock") for issuance in a public offering (the "Stock Issuance"), which Stock Issuance, subject to certain conditions, was authorized and approved by the Laclede Gas Company Board of Directors on March 23, 1995; and (b) a like number of related common stock purchase rights ("Related Rights") to accompany the shares of Common Stock; (2) any filings to register, or obtain exemption, under the securities and/or "blue sky" laws in any jurisdiction in connection with the Stock Issuance and/or the issuance of the Related Rights (the "Blue Sky Filings"); (3) any and all amendments (including, but not limited to post-effective amendments), supplements and/or exhibits to the S-3 and/or any Blue Sky Filings; and (4) all instruments necessary or advisable in connection therewith; as well as the power and authority, as such attorney or attorneys, to affix and attest the seal of Laclede Gas Company thereon, and to file the same with the Securities and Exchange Commission and any other regulatory agency in any jurisdiction. Each of said attorneys shall have power to act hereunder with or without the others. A copy hereof shall have the same force and effect as the original. IN WITNESS WHEREOF, the undersigned have executed this instrument this 24th day of March, 1995. A. B. CRAIG, III W. E. NASSER - ------------------------ ------------------------ A. B. CRAIG, III W. E. NASSER H. GIVENS, JR. B. F. SCHENK - ------------------------ ------------------------ H. GIVENS, JR. 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 M. A. KREY R. J. CARROLL - ------------------------ ------------------------ M. A. KREY R. J. CARROLL -----END PRIVACY-ENHANCED MESSAGE-----