SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2002
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Exact Name of Registrant as
Specified in its Charter and I.R.S.
Commission File Principal Office Address and States of Employer
Number Telephone Number Incorporation Identification Number
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1-16681 The Laclede Group, Inc. Missouri 74-2976504
720 Olive Street
St. Louis, MO 63101
314-342-0500
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1-1822 Laclede Gas Company Missouri 43-0368139
720 Olive Street
St. Louis, MO 63101
314-342-0500
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NONE
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(Former name or former address, if changed since last report)
Item 5. Other Events
On October 3, 2002, the Missouri Public Service Commission
("MoPSC") approved the settlement of Laclede Gas Company's request for a
general rate increase filed on January 25, 2002. The request sought an
increase in its annual revenues of $36.1 million to recover increased costs
related to the operation of its gas distribution system. During August and
September 2002, Laclede Gas, the Staff of the MoPSC and the Office of Public
Counsel executed several stipulations and agreements that resulted in the
recommended settlement among the active parties of all issues in the
proceeding, including:
o Effective date for new rates of November 1, 2002,
o Increased annual revenues for Laclede Gas by $14 million,
o Weather mitigation mechanism that would generally protect
Laclede Gas' customers from weather-related fluctuations in
their bills and help stabilize the Company's earnings by
significantly mitigating weather-related under and over
recoveries of its distribution costs, and
o Moratorium on filings by Laclede Gas Company for general base
rate increases for a period of 16 months from November 1,
2002.
Effective September 30, 2002, Mr. Barry C. Cooper was elected the
Company's Chief Financial Officer. Mr. Cooper joined the Company following
the May 2002 announcement of Mr. Gerald T. McNeive, Jr., the Company's then
Senior Vice President - Finance and General Counsel, that he would retire
effective October 1, 2002.
On September 16, 2002, Laclede Gas Company executed a loan
agreement for a revolving credit facility in the aggregate principal amount
of up to $215 million, which may be increased to up to $250 million under
certain terms and conditions if there is no default or event of default
under the loan agreement. Laclede Gas generally uses this line to support
its commercial paper program. The term of the loan is 364 days, with the
opportunity to request an extension of the loan for additional 364-day
periods under certain circumstances. U.S. Bank National Association is the
administrative agent for the banks under the loan agreement.
At a Board meeting on August 22, 2002, the Company's Board of
Directors adopted a new meeting schedule and bylaw amendment that moves the
annual meeting of shareholders from the fourth Thursday of January to the
last Thursday of January. As a result, the annual meeting in January 2003
will be held on Thursday, January 30, 2003.
On August 6, 2002, Moody's Investors Service ("Moody's") announced
downgrades of securities of Laclede Gas Company and The Laclede Group, Inc.
Moody's downgraded the senior secured ratings of Laclede Gas Company from A1
to A3 and the commercial paper rating of Laclede Gas Company from Prime-1 to
Prime-2. The outlook indication from Moody's is stable. Moody's cited
Laclede Gas' declining debt protection measures and the continuing
sensitivity of its earnings and cash flow to weather fluctuations in the
absence of regulatory relief for warmer than normal winters, and other
pending regulatory matters. The Company believes that the settlement of
Laclede Gas Company's rate case discussed above mitigates the impact of
weather on the future financial results of Laclede Gas. Moody's indicated
that it would review the potential impact of pending regulatory decisions as
they occur.
As a result of the downgrades, the credit ratings for the
outstanding securities and for The Laclede Group on a corporate level are as
follows:
Type of Facility Moody's S&P Fitch
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Laclede Gas Commercial Paper P-2 A-1
Laclede Gas First Mortgage Bonds A3 A+ A+
The Laclede Group Corporate Rating A+
Effective, July 1, 2002, shares purchased under The Laclede Group's
Dividend Reinvestment and Stock Purchase Plan are originally issued shares
obtained from the Company. Originally issued shares are used for the
purchase of shares through the dividend reinvestment feature of the Plan as
well as the optional cash purchase feature of the Plan. As a result, the
number of outstanding shares as of October 1, 2002 is 18,957,798.
Some of the information and discussion included in this Form 8-K
contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended. Such statements
related to future events or future financial performance may use certain
words, such as "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "seek" and similar words and expressions that identify
forward-looking statements that involve uncertainties and risks. Future
developments, however, may not be in accordance with expectations or
beliefs, and the effect of future developments may not be those anticipated.
Some of the factors that may cause results to differ materially from those
contemplated include:
o legislative, regulatory and judicial mandates and decisions, some
of which may be retroactive, including those affecting
* allowed rates of return
* incentive regulation
* industry and rate structures
* purchased gas adjustment provisions
* franchise renewals
* environmental or safety matters
* taxes
* accounting standards;
o capital and energy commodity market conditions including the
ability to obtain funds for necessary capital expenditures and the
terms and conditions imposed for obtaining sufficient gas supply;
o general economic, competitive, political and regulatory conditions;
o the results of litigation;
o the ability to collect amounts owed from customers, as well as any
conservation efforts of customers; and
o employee workforce issues.
You are urged to consider the risks, uncertainties and other
factors that could affect the business. We do not, by including this
statement, assume any obligation to publicly update or revise any particular
forward-looking statement in light of future events.
Item 7. Exhibits.
See the Index to Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants have duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE LACLEDE GROUP, INC.
By: /s/ Douglas H. Yaeger
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Name: Douglas H. Yaeger
Title: Chairman of the Board, President
Dated: October 3, 2002 And Chief Executive Officer
LACLEDE GAS COMPANY
By: /s/ Douglas H. Yaeger
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Name: Douglas H. Yaeger
Dated: October 3, 2002 Title: Chairman of the Board, President
And Chief Executive Officer
Index to Exhibits
Exhibit No.
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1 Bylaws of The Laclede Group, Inc. as amended August 22, 2002.
2 Loan Agreement dated September 16, 2002 by and among Laclede
Gas Company and the Banks from time to time party thereto and
U.S. Bank National Association as administrative agent for the
Banks.