As filed with the Securities and Exchange Commission on April 22, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE LACLEDE GROUP, INC. LACLEDE CAPITAL TRUST I
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
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Missouri Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
74-2976503 81-6099531
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
Gerald T. McNeive, Jr.
Mary C. Kullman
720 Olive Street
St. Louis, MO 63101
(314) 342-0508
(Name, address, including zip code, and telephone number
including area code, of agents for service)
With Copies to:
Thomas A. Litz Todd W. Eckland
Thompson Coburn LLP Pillsbury Winthrop LLP
One U.S. Bank Plaza One Battery Plaza
St. Louis, MO 63101 New York, NY 10004
(314) 342-6072 (212) 858-1440
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective as
determined by market conditions and other factors.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
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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. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed
Class of Proposed Maximum Maximum
Securities to Amount To Be Offering Price Aggregate Offering Amount of
Be Registered Registered Per Unit Price(1)(2) Registration Fee(1)
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The Laclede Group Securities:
Senior Debt
Subordinated Debt
Common Stock, par value $1.00
per share (including associated
preferred share purchase rights)
Stock Purchase Contracts
Stock Purchase Units (2)
Guarantees of Trust Preferred Securities
Laclede Capital Trust I Securities:
Trust Preferred Securities
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Total $500,000,000 $46,000
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(1) There are being registered hereunder such presently indeterminate
principal amount or number of Senior Debt, Subordinated Debt, Trust
Preferred Securities, shares of Common Stock, Stock Purchase
Contracts, and Stock Purchase Units as may from time to time be
issued at indeterminate prices with an aggregate initial offering
price not to exceed $500,000,000. The Subordinated Debt may be
purchased by, and constitute assets of, Laclede Capital Trust I and
may later be distributed under certain circumstances to holders of
Trust Preferred Securities of Laclede Capital Trust I. The
Registration Statement is deemed to include the obligations of The
Laclede Group, Inc. under the Guarantee and certain backup
undertakings under: (1) the subordinated debt indenture pursuant to
which the Subordinated Debt will be issued; (2) the Subordinated
Debt; and (3) the declaration of trust of Laclede Capital Trust I,
including The Laclede Group's obligations under such subordinated
debt indenture to pay costs, expenses, debts and liabilities of the
trust (other than with respect to the Trust Preferred Securities
and the Common Securities of Laclede Capital Trust I), which taken
together provide a full and unconditional guarantee of amounts due
on the Trust Preferred Securities as set forth in this Registration
Statement. No separate consideration will be received for the
Guarantee and such backup undertakings. The Guarantee will not be
traded separately. An indeterminate number of shares of Common
Stock may also be issued by The Laclede Group, Inc. upon settlement
of the Stock Purchase Contracts or Stock Purchase Units of The
Laclede Group, Inc. Pursuant to Rule 457(o) under the Securities
Act of 1933, and General Instruction II.D. of Form S-3, which
permit the registration fee to be calculated on the basis of the
maximum offering price of all the securities listed, the table does
not specify by each class information as to the amount to be
registered, proposed maximum offering price per unit or proposed
maximum aggregate offering price.
(2) Each Stock Purchase Unit consists of (a) a Stock Purchase Contract,
under which the holder, upon settlement, will purchase an
indeterminate number of shares of Common Stock and (b) a beneficial
interest in either Senior Debt or Subordinated Debt, or debt
obligations of third parties, including U.S. Treasury securities,
purchased with the proceeds from the sale of Stock Purchase Units.
Each beneficial interest will be pledged to secure the obligations
of such holder to purchase such shares of Common Stock. No separate
consideration will be received for the Stock Purchase Contracts or
the related beneficial interests.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANTS 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, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* The information in this prospectus is not complete and may be changed. We *
* may not sell these securities until the registration statement filed with *
* the Securities and Exchange Commission is effective. This prospectus is not *
* an offer to sell these securities and it is not soliciting an offer to buy *
* these securities in any state in which the offer or sale is not permitted. *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
SUBJECT TO COMPLETION, DATED , 2002
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PROSPECTUS
THE LACLEDE GROUP, INC.
$500,000,000
Senior Debt Securities
Subordinated Debt Securities
Common Stock
Stock Purchase Contracts
and
Stock Purchase Units
LACLEDE CAPITAL TRUST I
Trust Preferred Securities
Guaranteed, to the extent described herein, by
The Laclede Group, Inc.
The Laclede Group may offer senior debt securities, subordinated
debt securities, shares of common stock, stock purchase contracts and stock
purchase units.
Laclede Capital Trust I may offer trust preferred securities that
will be guaranteed by The Laclede Group to the extent discussed in this
prospectus.
The aggregate initial offering price of the securities that the
trust and we will offer will not exceed $500,000,000. We may offer these
securities from time to time, in amounts, on terms and at prices that we
will determine at the time they are offered for sale.
This prospectus contains summaries of the general terms of these
securities. We will describe these terms and prices, and the manner in which
they are being offered, in more detail in one or more supplements to this
prospectus, which will be distributed at the time the securities are
offered. You should read this prospectus and the applicable prospectus
supplement, including the "Risk Factors" section of the applicable
prospectus supplement, carefully before you invest.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF ANY OF THESE
SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The Laclede Group's common stock is listed on the New York Stock
Exchange under the symbol "LG." Each prospectus supplement offering any
other securities will state whether those securities are listed or will be
listed on any national securities exchange.
We may sell the securities to or through underwriters, through
dealers or agents, directly to purchasers or through a combination of these
methods. If an offering of securities involves any underwriters, dealers or
agents, then the applicable prospectus supplement will name the
underwriters, dealers or agents and will provide information regarding any
fee, commission or discount arrangement made with those underwriters,
dealers or agents.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
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The date of this prospectus is April , 2002.
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TABLE OF CONTENTS
Page
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About This Prospectus....................................................3
Forward-Looking Statements...............................................3
Where You Can Find More Information......................................4
The Laclede Group........................................................5
Laclede Capital Trust I..................................................6
Use of Proceeds..........................................................7
Ratios of Earnings to Fixed Charges......................................8
Description of Debt Securities...........................................8
Description of Common Stock..............................................20
Description of Stock Purchase Contracts and Stock Purchase Units.........23
Description of Trust Preferred Securities................................23
Description of the Guarantees............................................25
Book-Entry Securities....................................................28
Plan of Distribution.....................................................30
Legal Opinions...........................................................32
Experts..................................................................32
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission, which we refer to as the SEC,
using a "shelf" registration, or continuous offering, process. Under this
shelf registration process, Laclede may issue and sell senior debt
securities or subordinated debt securities, common stock, stock purchase
contracts and stock purchase units and the trust may issue trust preferred
securities in one or more offerings with a maximum aggregate offering price
of up to $500,000,000. The trust preferred securities will be issued by
Laclede Capital Trust I.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms
of that offering. Any prospectus supplement may also add, update or change
information contained in this prospectus. If there is any inconsistency
between the information in this prospectus and the prospectus supplement,
you should rely on the information in the prospectus supplement. The
registration statement we filed with the SEC includes exhibits that provide
more detail on descriptions of matters discussed in this prospectus. You
should read this prospectus and the related exhibits filed with the SEC and
any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
In this prospectus, "we," "us," "our" and "Laclede" refers to The
Laclede Group, Inc., "Laclede Gas" refers to Laclede Gas Company, our
principal subsidiary, and the "trust" refers to Laclede Capital Trust I.
FORWARD-LOOKING STATEMENTS
Some of the information and discussion included in this prospectus,
any prospectus supplement or term sheet and the documents Laclede has
incorporated by reference 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 Laclede's 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 our expectations or beliefs, and the effect of future
developments may not be those that we anticipate. There are many factors
that may cause results to differ materially from those contemplated,
including:
o weather conditions;
o legislative, regulatory and judicial mandates and decisions,
particularly those applicable to our utility subsidiary, 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 for our utility subsidiary;
o general economic, competitive, political and regulatory
conditions;
o the results of litigation;
o our utility subsidiary's ability to collect amounts owed from
its customers, as well as any conservation efforts of its
customers;
o employee workforce issues particularly at our utility
subsidiary; and
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o other factors discussed in "Risk Factors."
Readers are urged to consider the risks, uncertainties and other
factors that could affect our business as described in this prospectus, any
prospectus supplement, term sheet and the documents incorporated herein by
reference. 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.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
SEC. These SEC filings are available over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file at
the SEC's public reference room at 450 Fifth Street N.W., Room 1024,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms and their copy charges. You may
also inspect our SEC reports and other information at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
In connection with this offering, Laclede and the trust have filed
with the SEC a registration statement on Form S-3 under the Securities Act
of 1933 covering the securities. As permitted by SEC rules, this prospectus
omits certain information included in the registration statement. For a more
complete understanding of the securities we may offer, you should refer to
the registration statement, including its exhibits.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file separately with it, which means we may
disclose important information by referring you to those other documents.
The information we incorporate by reference is considered to be part of this
prospectus, any prospectus supplement, or term sheet, except for any
information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have filed
previously with the SEC, and later information that Laclede files with the
SEC will automatically update and supersede that information as well as
information in the prospectus and any accompanying prospectus supplement or
term sheet. These documents contain important information about us and our
finances.
SEC Filings (File No.1-16681) Period/Date
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Annual Report on Form 10-K Year ended September 30, 2001
Quarterly Reports on Form 10-Q Quarter ended December 31, 2001
Current Reports on Form 8-K October 1, 2001, October 25, 2001,
December 12, 2001, December 13,
2001, December 14, 2001,
January 24, 2002 and February 20, 2002
Registration Statement on Form 8-A September 6, 2001
The documents filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 and 15 of the Securities Exchange Act of 1934 after the date of
this prospectus are also incorporated by reference into this prospectus.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Corporate Secretary
The Laclede Group, Inc.
720 Olive Street, 15th Floor
St. Louis, Missouri 63101
(314) 342-0503
4
You should rely only on the information contained or incorporated
by reference in this prospectus and the accompanying prospectus supplement.
We have not authorized anyone to provide you with information that is
different from this information.
Separate financial statements of the trust have not been included
in this prospectus. Laclede and the trust do not consider those financial
statements to be helpful because:
o we beneficially own directly or indirectly all of the
undivided beneficial interests in the assets of the trust
(other than the beneficial interests represented by the trust
preferred securities). See "Laclede Capital Trust I,"
"Description of Securities--Trust Preferred Securities" and
"Description of Securities--The Guarantee;"
o to the extent described in this prospectus, we will guarantee
the trust preferred securities such that the holders of the
trust preferred securities, with respect to the payment of
distributions and amounts upon liquidation, dissolution and
winding up, are at least in the same position with regard to
our assets as a preferred shareholder;
o in future filings under the Securities Exchange Act of 1934,
an audited footnote to our annual financial statements will
state that the trust is wholly owned by us, that the sole
assets of the trust are our subordinated debt securities
having a specified total principal amount, and that,
considered together, the back-up undertakings, including the
guarantees, constitute a full and unconditional guarantee by
us of the trust's obligations under the trust preferred
securities issued by the trust; and
o the trust is a newly created entity, has no operating history,
no independent operations and is not engaged in, and will not
engage in, any activity other than as described under "Laclede
Capital Trust I."
THE LACLEDE GROUP
The Laclede Group, Inc., a Missouri corporation, is a holding
company. Its principal subsidiary is Laclede Gas Company that provides
natural gas service. Laclede is also developing its presence in
non-regulated activities that fit well and are believed to provide
opportunities for sustainable growth. Laclede Gas was founded in 1857 and is
the largest natural gas distribution utility in Missouri, serving more than
630,000 residential, commercial and industrial customers in metropolitan St.
Louis and surrounding counties in eastern Missouri. For the twelve months
ended December 31, 2001, Laclede reported total revenue of approximately
$852 million. For that same period, non-regulated subsidiaries provided
approximately 8% of our revenues.
On January 28, 2002, Laclede acquired SM&P Utility Resources, Inc.
from NiSource, Inc. SM&P operates an underground locating and marking service
in ten midwestern states, with about 2,000 employees. For the twelve months
ended December 31, 2001, it had revenues of approximately $106.6 million.
In addition, Laclede directly or indirectly owns all of the common
stock of the following subsidiaries:
Laclede Pipeline Company, which operates a propane pipeline that
connects the propane storage facilities of Laclede Gas in St. Louis
County, Missouri, to propane supply terminal facilities located at
Wood River and Cahokia, Illinois.
Laclede Investment LLC, which invests in other enterprises and has
made loans to several joint ventures engaged in real estate
development, including several of those in which Laclede
Development Company invests.
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Laclede Energy Resources, Inc., which engages in non-utility
efforts to market natural gas and related activities.
Laclede Gas Family Services, Inc., which is a Missouri-licensed
insurance agency that promotes the sale of insurance and related
products.
Laclede Development Company, which participates in real estate
development, primarily through investment in joint ventures.
Laclede Venture Corp., which offers services for the compression of
natural gas to third parties who desire to use or sell compressed
natural gas for use in vehicles.
Laclede's principal offices are located at 720 Olive Street, St.
Louis, Missouri, 63101 and its telephone number is 314-342-0500.
The foregoing information about Laclede and its subsidiaries is
only a general summary and is not intended to be comprehensive. For
additional information about Laclede and its business you should refer to
the information described under the caption "Where You Can Find More
Information."
LACLEDE CAPITAL TRUST I
Laclede Capital Trust I is a statutory business trust created under
the Delaware Business Trust Act by way of:
o a declaration of trust executed by us, as sponsor, and the
trustees of the trust; and
o the filing of a certificate of trust with the Secretary of
State of the State of Delaware.
At the time of public issuance of the trust preferred securities,
the trust agreement will be amended and restated in its entirety and will be
qualified as an indenture under the Trust Indenture Act of 1939. The trust
preferred securities and the common securities of the trust will represent
undivided beneficial interests in the assets of the trust. We will own all
the common securities of the trust representing a total liquidation amount
equal to at least 3% of the total capital of the trust. The preferred
securities will represent the remaining percentage of Laclede Capital Trust
I's total capitalization. The trust common securities will have terms
substantially equal to, and will rank equal in priority of payment with, the
trust preferred securities. However, if we default on our debt securities
owned by Laclede Capital Trust I or another event of default under the trust
agreement occurs, then, so long as the default continues, cash distributions
and liquidation, redemption and other amounts payable or deliverable on the
securities of the trust must be paid or delivered to holders of trust
preferred securities before the holders of the trust common securities.
Laclede Capital Trust I may not borrow money, use debt, grant mortgages
or pledge any of its assets. The trust preferred securities will be
guaranteed by us as described in this prospectus and the applicable
prospectus supplement.
The trust exists for the exclusive purposes of:
o issuing the trust preferred securities and common securities
representing undivided beneficial interests in the assets of
the trust;
o investing the gross proceeds of the common securities and the
trust preferred securities in our debt securities and holding
and disposing of such debt securities in accordance with the
declaration of trust; and
o engaging in only those other activities necessary or
incidental thereto.
Unless otherwise specified in the prospectus supplement, the
following five trustees will conduct Laclede Capital Trust I's business and
affairs: Three of our employees, officers or affiliates, as
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administrative trustees, The Bank of New York, as property trustee; and The
Bank of New York (Delaware), as the Delaware trustee.
The Bank of New York also serves as the indenture trustee for
purposes of compliance with provisions of the Trust Indenture Act of 1939,
the guaranty trustee under our guarantees in favor of the holders of trust
preferred securities and common securities and debt trustee under the
indenture related to our debt securities. The property trustee holds our
debt securities for the benefit of the holders of the trust common and trust
preferred securities. The property trustee has the power to exercise all
rights, powers and privileges under the indenture as holder of our debt
securities. In addition, the property trustee maintains exclusive control of
a segregated, non-interest bearing bank account to hold all payments made in
respect of our debt securities for the benefit of the holders of the trust
common and trust preferred securities. The property trustee makes payments
of distributions and payments on liquidation, redemption and otherwise to
the holders of the trust common and trust preferred securities out of funds
from that bank account. As a direct or indirect holder of all trust common
securities, we have the right to appoint, remove or replace any
administrative trustee and to increase or decrease the number of
administrative trustees. We pay all fees and expenses related to Laclede
Capital Trust I and any offering of the trust preferred securities.
The rights of the holders of the trust preferred securities,
including economic rights, rights to information and voting rights, are set
forth in the trust agreement and the Delaware Business Trust Act. The trust
agreement, the indenture and our guarantee also incorporate by reference
terms of the Trust Indenture Act of 1939. The trust agreement, indenture and
our guarantee will be qualified under the Trust Indenture Act.
The Delaware trustee for the trust in the State of Delaware is The
Bank of New York (Delaware). The principal place of business of the trust
will be c/o The Laclede Group, Inc., 720 Olive Street, St. Louis, Missouri
63101.
USE OF PROCEEDS
Unless we state otherwise in any applicable prospectus supplement,
we may use the net proceeds from any sale of the offered securities:
o to finance our subsidiaries' working capital and capital
expenditure needs;
o to redeem, repurchase, repay or retire outstanding
indebtedness, including indebtedness of our subsidiaries;
o to finance strategic investments in or future acquisitions of
other entities or their assets; and
o for other general corporate purposes.
The prospectus supplement relating to a particular offering of
securities will identify the use of proceeds for that offering.
The proceeds from the sale of trust preferred securities by the
trust will be invested in our subordinated debt securities.
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed
charges for the respective periods indicated:
Twelve Months
Ended December 31, Years Ended September 30, (1)
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2001 2000(1) 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to fixed 2.0 3.1 2.6 2.6 2.9 3.0 3.6
charges (2)
(1) The ratios for these years pre-date the corporate reorganization
effective October 1, 2001 in which Laclede became the corporate
parent of Laclede Gas and its subsidiaries. Thus, these ratios
reflect Laclede Gas's and its subsidiaries' ratios of earnings to
fixed charges for the periods prior to October 1, 2001.
(2) For purposes of computing the ratios of earnings to fixed charges,
earnings represent income from continuing operations before
extraordinary items and cumulative effect of changes in accounting
principles plus applicable income taxes and fixed charges. Fixed
charges include all interest expense and the proportion of rent
expense deemed representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The senior debt securities and the subordinated debt securities,
which we refer to collectively as the debt securities, will represent our
unsecured debt obligations. We may issue one or more series of debt
securities directly to the public, to a trust or as part of a stock purchase
unit from time to time. We expect that each senior debt securities or
subordinated debt securities will be issued as a new series of debt
securities under one of two separate indentures, as each may be amended or
supplemented from time to time. We will issue the senior debt securities in
one or more series under a senior debt indenture between us and The Bank of
New York, as trustee. We will issue the subordinated debt securities in one
or more series under a subordinated indenture between us and The Bank of New
York. The form of the senior debt indenture, the form of the subordinated
indenture and the form of supplemental indentures or other instruments
establishing the debt securities of a particular series are filed as
exhibits to, or will be subsequently incorporated by reference in, the
registration statement of which this prospectus is a part. Each indenture
will be qualified under the Trust Indenture Act of 1939.
There is no requirement under the senior debt indenture nor under
the subordinated indenture that our future issuances of debt securities be
issued exclusively under either indenture, and we will be free to employ
other indentures or documentation, containing provisions different from
those included in either indenture or applicable to one or more issuances of
senior debt securities or subordinated debt securities, as the case may be,
in connection with future issuances of other debt securities. The senior
debt indenture and the subordinated indenture provide that the applicable
debt securities will be issued in one or more series, may be issued at
various times, may have differing maturity dates and may bear interest at
differing rates. We need not issue all debt securities of one series at the
same time.
Unless otherwise provided, we may reopen a series, without the
consent of the holders of the senior debt securities or the subordinated
debt securities of that series, as the case may be, for issuance of
additional senior debt securities or subordinated debt securities of that
series, as applicable. Unless otherwise described in the applicable
prospectus supplement, neither indenture described above limits or will
limit the aggregate amount of debt, including secured debt, we or our
subsidiaries may incur.
The following briefly summarizes the material provisions of the
indentures and the debt securities. You should read the more detailed
provisions of the applicable indenture, including the defined terms, for
8
provisions that may be important to you. The indentures have been filed as
exhibits to the registration statement of which this prospectus is a part.
Copies of the indentures may also be obtained from Laclede or the applicable
trustee.
The applicable prospectus supplement relating to any series of debt
securities will describe the following terms, where applicable:
o the title of the debt securities;
o whether the debt securities will be senior or subordinated
debt;
o the total principal amount of the debt securities;
o the percentage of the principal amount at which the debt
securities will be sold and, if applicable, the method of
determining the price;
o the maturity date or dates or the method of determining the
maturity date or dates;
o the interest rate or the method of computing the interest
rate;
o the date or dates from which any interest will accrue, or how
such date or dates will be determined, and the interest
payment date or dates and any related record dates;
o the location where payments on the debt securities will be
made;
o the terms and conditions on which the debt securities may be
redeemed at the option of Laclede;
o any obligation of Laclede to redeem, purchase or repay the
debt securities at the option of a holder upon the happening
of any event and the terms and conditions of redemption,
purchase or repayment;
o any provisions for the discharge of Laclede's obligations
relating to the debt securities by deposit of funds or United
States government obligations;
o whether the debt securities are to trade in book-entry form
and the terms and any conditions for exchanging the global
security in whole or in part for paper certificates;
o any material provisions of the applicable indenture described
in this prospectus that do not apply to the debt securities;
o any additional events of default; and
o any other specific terms of the debt securities.
Federal income tax consequences and other special considerations
applicable to any debt securities issued by Laclede at a discount will be
described in the applicable prospectus supplement.
Registration, Transfer and Exchange. Unless otherwise indicated in
the applicable prospectus supplement, each series of debt securities will
initially be issued in the form of one or more global securities, in
registered form, without coupons, as described under "Book-Entry System."
The global securities will be registered in the name of The Depository Trust
Company, as depositary, or its nominee, and deposited with, or on behalf of,
the depositary. Except in the circumstances described under "Book-Entry
Securities," owners of beneficial interests in a global security will not be
entitled to have debt securities registered in their names, will not receive
or be entitled to receive physical delivery of any debt
9
securities and will not be considered the registered holders thereof under
the senior debt indenture or the subordinated debt indenture.
Debt securities of any series will be exchangeable for other debt
securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Subject to the terms of the applicable
indenture and the limitations applicable to global securities, debt
securities may be presented for exchange or registration of transfer - duly
endorsed or accompanied by a duly executed instrument of transfer - at the
office of any security registrar we may designate for such purpose, without
service charge but upon payment of any taxes and other governmental charges
as described in the applicable indenture.
Unless otherwise indicated in the applicable prospectus supplement,
the security registrar will be the trustee under the applicable indenture.
We may at any time designate additional security registrars or rescind the
designation of any security registrar or approve a change in the office
through which any security registrar acts, except that we will be required
to maintain a security registrar in each place of payment for the debt
securities of each series.
Payment and Paying Agents. Principal of and interest and premium,
if any, on debt securities issued in the form of global securities will be
paid in the manner described under "Book-Entry Securities."
Unless otherwise indicated in the applicable prospectus supplement,
the principal of and any premium and interest on debt securities of a
particular series in the form of certificated securities will be payable at
the office of the trustee or at the authorized office of any paying agent or
paying agents upon presentation and surrender of such debt securities. We
may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through
which any paying agent acts, except that we will be required to maintain a
paying agent in each place of payment for the debt securities of a
particular series.
All monies we pay to a trustee or a paying agent for the payment of
the principal of, and premium or interest, if any, on, any debt security
which remain unclaimed at the end of two years after such principal, premium
or interest shall have become due and payable will be repaid to us. The
holder of such debt security thereafter may look only to us for payment
thereof, subject to the laws of unclaimed property.
Redemption. Any terms for the optional or mandatory redemption of
the debt securities will be set forth in the applicable prospectus
supplement. Unless otherwise indicated in the applicable prospectus
supplement, debt securities will be redeemable by us only upon notice by
mail not less than 30 nor more than 60 days prior to the date fixed for
redemption, and, if less than all the debt securities of a series are to be
redeemed, the particular debt securities to be redeemed will be selected by
the method provided for that particular series, or in the absence of any
such provision, by the trustee in the manner it deems fair and appropriate.
Any notice of redemption at our option may state that redemption
will be conditional upon receipt by the trustee or the paying agent or
agents, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest on, the
senior debt securities and that if that money has not been so received, the
notice will be of no force and effect and we will not be required to redeem
the debt securities.
Annual Notice to Trustee. We will provide to each trustee an annual
statement by an appropriate officer as to our compliance with all conditions
and covenants under the applicable indenture.
Notices. Notices to holders of debt securities will be given by
mail to the addresses of the holders as they may appear in the security
register for the applicable debt securities.
Title. Laclede, the trustee, and any agent of Laclede or the
trustee, may treat the person in whose name debt securities are registered
as the absolute owner of those debt securities, whether or not those debt
securities may be overdue, for the purpose of making payments and for all
other purposes irrespective of notice to the contrary.
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Governing Law. Each indenture and the debt securities will be
governed by, and construed in accordance with, the laws of the State of New
York.
Regarding the Trustee. The Bank of New York is the trustee under
the senior debt indenture as well as under the subordinated debt indenture.
A trustee may resign at any time by giving written notice to us or
may be removed at any time by act of the holders of a majority in principal
amount of all series of debt securities then outstanding delivered to the
trustee and us. No resignation or removal of a trustee and no appointment of
a successor trustee will be effective until the acceptance of appointment by
a successor trustee. So long as no event of default or event which, after
notice or lapse of time, or both, would become an event of default has
occurred and is continuing and except with respect to a trustee appointed by
act of the holders, if we have delivered to the trustee a resolution of our
board of directors appointing a successor trustee and that successor has
accepted such appointment in accordance with the terms of the applicable
indenture, the trustee will be deemed to have resigned and the successor
will be deemed to have been appointed as trustee in accordance with the
applicable indenture.
Each indenture provides that our obligations to compensate the
trustee and reimburse the trustee for expenses, disbursements and advances
will be secured by a lien prior to that of the applicable senior debt
securities upon the property and funds held or collected by the trustee as
such.
Consolidation, Merger or Sale of Assets. Each indenture provides
that we may consolidate with or merge into, or sell, lease or convey our
property as an entirety or substantially as an entirety to any other
corporation if the successor corporation assumes our obligations under the
debt securities and the indentures and is organized and existing under the
laws of the United States, any state thereof or the District of Columbia.
SENIOR DEBT SECURITIES
General. The following summaries of some important provisions of
the senior debt indenture (including its supplements) are not complete and
are subject to, and qualified in their entirety by, all of the provisions of
the senior debt indenture, which is an exhibit to the registration statement
of which this prospectus forms a part.
Ranking. The senior debt securities will be our direct unsecured
general obligations and will rank equally with all of our other unsecured
and unsubordinated debt. As of December 31, 2001, we had no outstanding debt
that would have ranked equally with the senior debt securities, although, on
January 28, 2002, we obtained a $42.8 million loan for the purchase of SM&P
Utility Resources, which loan would rank equal with the senior debt
securities. As of such date, Laclede Gas had outstanding mortgage
obligations of approximately $285 million.
Laclede is a holding company that derives substantially all of its
income from its operating subsidiaries and primarily from its utility
subsidiary. As a result, our cash flows and consequent ability to service
our debt, including the senior debt securities, are dependent upon the
earnings of our subsidiaries and distribution of those earnings to us and
other payments or distributions of funds by our subsidiaries to us,
including payments of principal and interest under intercompany
indebtedness. Our operating subsidiaries are separate and distinct legal
entities and will have no obligation, contingent or otherwise, to pay any
dividends or make any other distributions (except for payments required
pursuant to the terms of intercompany indebtedness) to us or to otherwise
pay amounts due with respect to the senior debt securities or to make
specific funds available for such payments. Various financing arrangements,
charter provisions and regulatory requirements may impose certain
restrictions on the ability of our subsidiaries to transfer funds to us in
the form of cash dividends, loans or advances. Furthermore, except to the
extent we have a priority or equal claim against our subsidiaries as a
creditor, the senior debt securities will be effectively subordinated to
debt and preferred stock at the subsidiary level because, as the common
shareholder of our
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subsidiaries, we will be subject to the prior claims of creditors of our
subsidiaries. As of December 31, 2001, our subsidiaries had approximately
$420 million of aggregate outstanding debt and preferred stock.
Events of Default. Each of the following will constitute an event
of default under the senior debt indenture with respect to senior debt
securities of any series:
o Failure to pay principal of or premium, if any, on any senior
debt security of that series, as the case may be, within three
business days after maturity;
o Failure to pay interest on the senior debt securities of such
series within 60 days after the same becomes due and payable;
o Failure to perform or breach of any of our other covenants or
warranties in the senior debt indenture (other than a covenant
or warranty solely for the benefit of one or more series of
senior debt securities other than that series) for 90 days
after written notice to us by the trustee or to us and the
trustee by the holders of at least 33% in aggregate principal
amount of the outstanding senior debt securities of that
series;
o Certain events of bankruptcy, insolvency, reorganization,
assignment or receivership; or
o Any other event of default specified in the applicable
prospectus supplement with respect to senior debt securities
of a particular series.
No event of default with respect to the senior debt securities of a
particular series necessarily constitutes an event of default with respect
to the senior debt securities of any other series issued under the senior
debt indenture.
If an event of default with respect to any series of senior debt
securities occurs and is continuing, then either the trustee for such series
or the holders of at least 33% in aggregate principal amount of the
outstanding senior debt securities of that series, by notice in writing, may
declare the principal amount of and interest on all of the senior debt
securities of that series to be due and payable immediately. However, if the
event of default applies to more than one series of senior debt securities
under the senior debt indenture, the trustee for that series or the holders
of at least 33% in aggregate principal amount of the outstanding senior debt
securities of all such series, considered as one class, and not the holders
of the senior debt securities of any one of such series, may make such
declaration of acceleration.
At any time after an acceleration with respect to the senior debt
securities of any series has been declared, but before a judgment or decree
for the payment of the money due has been obtained, the event or events of
default giving rise to such acceleration will be considered waived, and the
acceleration will be considered rescinded and annulled, if
o we pay or deposit with the trustee for such series a sum
sufficient to pay all matured installments of interest on all
senior debt securities of that series, the principal of and
premium, if any, on the senior debt securities of that series
that have become due otherwise than by acceleration and
interest, if any, thereon at the rate or rates specified in
such senior debt securities, interest, if any, upon overdue
installments of interest at the rate or rates specified in
such senior debt securities, to the extent that payment of
such interest is lawful, and all amounts due to the trustee
for that series under the senior debt indenture; or
o any other event or events of default with respect to the
senior debt securities of such series have been cured or
waived as provided in the senior debt indenture.
However, no such waiver or rescission and annulment shall extend to or shall
affect any subsequent default or impair any related right.
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There is no automatic acceleration, even in the event of our
bankruptcy, insolvency or reorganization.
Other than its duties in case of an event of default, the trustee
is not obligated to exercise any of its rights or powers under the senior
debt indenture at the request, order or direction of any of the holders,
unless the holders offer the trustee a reasonable indemnity. If they provide
a reasonable indemnity, the holders of a majority in principal amount of any
series of senior debt securities will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any power conferred upon the trustee. However, if
the event of default relates to more than one series, only the holders of a
majority in aggregate principal amount of all affected series will have the
right to give this direction. The trustee is not obligated to comply with
directions that conflict with law or other provisions of the senior debt
indenture.
No holder of senior debt securities of any series will have any
right to institute any proceeding under the senior debt indenture, or to
exercise any remedy under the senior debt indenture, unless:
o the holder has previously given to the trustee written notice
of a continuing event of default;
o the holders of a majority in aggregate principal amount of the
outstanding senior debt securities of all series in respect of
which an event of default shall have occurred and be
continuing have made a written request to the trustee and have
offered reasonable indemnity to the trustee to institute
proceedings; and
o the trustee has failed to institute any proceeding for 60 days
after notice and has not received any direction inconsistent
with the written request of holders during that period.
However, the limitations discussed above do not apply to a suit by a holder
of a debt security for payment of the principal of, or premium, if any, or
interest, if any, on, a senior debt security on or after the applicable due
date.
Modification and Waiver. Laclede and the trustee may enter into one
or more supplemental indentures without the consent of any holder of senior
debt securities for any of the following purposes:
o to evidence the assumption by any permitted successor of our
covenants in the senior debt indenture and in the senior debt
securities;
o to add additional covenants or to surrender any of our rights
or powers under the senior debt indenture;
o to add additional events of default;
o to change, eliminate, or add any provision to the senior debt
indenture; provided, however, if the change, elimination, or
addition will adversely affect the interests of the holders of
senior debt securities of any series in any material respect,
such change, elimination, or addition will become effective
only:
o when the consent of the holders of senior debt securities
of such series has been obtained in accordance with the
senior debt indenture; or
o when no debt securities of the affected series remain
outstanding under the senior debt indenture;
o to provide collateral security for all but not part of the
senior debt securities;
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o to establish the form or terms of senior debt securities of
any other series as permitted by the senior debt indenture;
o to provide for the authentication and delivery of bearer
securities and coupons attached thereto;
o to evidence and provide for the acceptance of appointment of a
successor trustee;
o to provide for the procedures required for use of a
noncertificated system of registration for the senior debt
securities of all or any series;
o to change any place where principal, premium, if any, and
interest shall be payable, debt securities may be surrendered
for registration of transfer or exchange and notices to us may
be served; or
o to cure any ambiguity or inconsistency or to make any other
provisions with respect to matters and questions arising under
the senior debt indenture; provided that such action shall not
adversely affect the interests of the holders of senior debt
securities of any series in any material respect.
The holders of a majority in aggregate principal amount of the
senior debt securities of all series then outstanding may waive our
compliance with certain restrictive provisions of the senior debt indenture.
The holders of a majority in principal amount of the outstanding senior debt
securities of any series may waive any past default under the senior debt
indenture with respect to that series, except a default in the payment of
principal, premium, if any, or interest and certain covenants and provisions
of the senior debt indenture that cannot be modified or be amended without
the consent of the holder of each outstanding senior debt security of the
series affected.
If the Trust Indenture Act of 1939 is amended after the date of the
senior debt indenture in such a way as to require changes to the senior debt
indenture, the senior debt indenture will be deemed to be amended so as to
conform to such amendment of the Trust Indenture Act of 1939. We and the
trustee may, without the consent of any holders, enter into one or more
supplemental indentures to evidence such an amendment.
The consent of the holders of a majority in aggregate principal
amount of the senior debt securities of all series then outstanding is
required for all other modifications to the senior debt indenture. However,
if less than all of the series of senior debt securities outstanding are
directly affected by a proposed supplemental indenture, then the consent
only of the holders of a majority in aggregate principal amount of all
series that are directly affected will be required. No such amendment or
modification may:
o change the stated maturity of the principal of, or any
installment of principal of or interest on, any senior debt
security, or reduce the principal amount of any senior debt
security or its rate of interest or change the method of
calculating such interest rate or reduce any premium payable
upon redemption, or change the currency in which payments are
made, or impair the right to institute suit for the
enforcement of any payment on or after the stated maturity of
any senior debt security, without the consent of the holder;
o reduce the percentage in principal amount of the outstanding
senior debt securities of any series whose consent is required
for any supplemental indenture or any waiver of compliance
with a provision of the senior debt indenture or any default
thereunder and its consequences, or reduce the requirements
for quorum or voting, without the consent of all the holders
of the series; or
o modify certain of the provisions of the senior debt indenture
relating to supplemental indentures, waivers of certain
covenants and waiver of past defaults with respect to the
senior
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debt securities of any series, without the consent of the
holder of each outstanding senior debt security affected
thereby.
A supplemental indenture which changes the senior debt indenture
solely for the benefit of one or more particular series of senior debt
securities, or modifies the rights of the holders of senior debt securities
of one or more series, will not affect the rights under the senior debt
indenture of the holders of the senior debt securities of any other series.
The senior debt indenture provides that senior debt securities
owned by us or anyone else required to make payment on the senior debt
securities shall be disregarded and considered not to be outstanding in
determining whether the required holders have given a request or consent.
We may fix in advance a record date to determine the required
number of holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or other act of the holders, but we shall
have no obligation to do so. If a record date is fixed for that purpose, the
request, demand, authorization, direction, notice, consent, waiver or other
act of the holders may be given before or after that record date, but only
the holders of record at the close of business on that record date will be
considered holders for the purposes of determining whether holders of the
required percentage of the outstanding senior debt securities have
authorized or agreed or consented to the request, demand, authorization,
direction, notice, consent, waiver or other act of the holders. For that
purpose, the outstanding senior debt securities shall be computed as of the
record date. Any request, demand, authorization, direction, notice, consent,
election, waiver or other act of a holder shall bind every future holder of
the same senior debt securities and the holder of every senior debt security
issued upon the registration of transfer of or in exchange for those senior
debt securities. A transferee will be bound by acts of the trustee or us
taken in reliance upon an act of holders whether or not notation of that
action is made upon that senior debt security.
Satisfaction and Discharge. We will be discharged from our
obligations on the senior debt securities of a particular series, or any
portion of the principal amount of the senior debt securities of such
series, if we irrevocably deposit with the trustee sufficient cash or
government securities to pay the principal, or portion of principal,
interest, any premium and any other sums when due on the senior debt
securities of such series at their maturity, stated maturity date, or
redemption.
The indenture will be deemed satisfied and discharged when no
senior debt securities remain outstanding and when we have paid all other
sums payable by us under the senior debt indenture.
All moneys we pay to the trustee or any paying agent on senior debt
securities which remain unclaimed at the end of two years after payments
have become due will be paid to or upon the order of us. Thereafter, the
holder of such senior debt security may look only to us for payment thereof,
subject to the laws of unclaimed property.
SUBORDINATED DEBT SECURITIES
General. The subordinated debt securities will be unsecured and
issued under a separate subordinated indenture and, unless otherwise
specified in the applicable prospectus supplement, will rank equally with
our other unsecured and subordinated indebtedness. The subordinated
indenture does not limit the aggregate principal amount of subordinated debt
securities that may be issued under the subordinated indenture.
Subordination. If subordinated debt securities are issued to the
trust or the trustee of the trust in connection with the issuance of trust
preferred securities of the trust, or if otherwise specified in the
applicable prospectus supplement, the subordinated debt securities will rank
subordinated and junior in right of payment, to the extent set forth in the
subordinated indenture, to all of our "senior indebtedness."
"Senior indebtedness" means distributions on the following, whether
outstanding on the date of execution of the subordinated debt indenture or
thereafter incurred, created or assumed:
15
o our indebtedness for money borrowed or evidenced by the senior
debt securities or any debentures (other than the subordinated
debt securities), notes, bankers' acceptances or other
corporate debt securities or similar instruments issued by us;
o our capital lease obligations;
o our obligations incurred for deferring the purchase price of
property, with respect to conditional sales, and under any
title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business);
o our obligations with respect to letters of credit;
o all indebtedness of others of the type referred to in the four
preceding bullet points assumed by or guaranteed in any manner
by us or in effect guaranteed by us;
o all indebtedness of others of the type referred to in the five
preceding bullet points secured by a lien on any of our
property or assets; or
o renewals, extensions or refundings of any of the indebtedness
referred to in the preceding six bullet points unless, in the
case of any particular indebtedness, renewal, extension or
refunding, under the express provisions of the instrument
creating or evidencing the same or the assumption or guarantee
of the same, or pursuant to which the same is outstanding,
such indebtedness or such renewal, extension or refunding
thereof is not superior in right of payment to the
subordinated debt securities.
If we default in the payment of any distributions on any senior
indebtedness when it becomes due and payable after any applicable grace
period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire
the subordinated debt securities issued under the subordinated indenture.
The subordinated indenture provisions described in this paragraph, however,
do not prevent us from making sinking fund payments on subordinated debt
securities acquired prior to the maturity of senior indebtedness or, in the
case of default, prior to such default and notice thereof. If there is any
insolvency, bankruptcy, liquidation or other similar proceeding relating to
us, our creditors or our property, then all senior indebtedness must be paid
in full before any payment may be made to any holders of subordinated debt
securities. Holders of subordinated debt securities must return and deliver
any payments received by them, other than in a plan of reorganization or
through a defeasance trust as described above, directly to the holders of
senior indebtedness until all senior indebtedness is paid in full.
The subordinated indenture does not limit the total amount of
senior indebtedness that may be issued. As noted above, we had no senior
indebtedness as of December 31, 2001. Since that date, however, we obtained
a loan of $42.8 million to purchase SM&P Utility Resources, which loan would
be senior indebtedness.
Certain Covenants if Subordinated Debt Securities Are Issued to the
Trust. If subordinated debt securities are issued to the trust or the
trustee of the trust in connection with the issuance of trust preferred
securities of the trust, we will covenant that we will not make the payments
and distributions described below if:
o an event of default has occurred under the subordinated
indenture;
o an event of which we have actual knowledge occurs which, with
the giving of notice or the lapse of time, or both, would
constitute an event of default under the subordinated
indenture and which we have not taken reasonable steps to
cure;
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o we are in default with respect to our payment obligations
under the guarantees relating to the trust preferred
securities; or
o we have elected to defer payments of interest on the related
subordinated debt securities by extending the interest payment
period and that deferral is continuing.
In these circumstances, we will not:
o declare or pay any dividends or distributions on, or redeem,
purchase, or make a liquidation payment with respect to, any
of our capital stock other than:
* dividends or distributions in shares of, or options,
warrants or rights to subscribe for or purchase shares of,
our common stock;
* transactions relating to our shareholders' rights plan;
* payments under the preferred securities guarantee;
* as a result of and only to the extent required in order to
avoid the issuance of fractional shares of capital stock
following a reclassification of our capital stock or the
exchange or conversion of one class or series of our
capital stock for another class or series of our capital
stock; and
* the purchase of fractional share interests upon conversion
or exchange of our capital stock; or
o make any payment of principal, interest or any premium on, or
repay or repurchase or redeem any of our debt securities
(including guarantees) that rank equal with or junior to, the
subordinated debt securities.
In addition, if subordinated debt securities are issued in
connection with the issuance of trust preferred securities of the trust, we
will agree:
o to maintain, directly or indirectly, 100% ownership of the
trust common securities, provided that certain successors
permitted pursuant to the indenture may succeed to our
ownership of the common securities;
o not to voluntarily dissolve, wind up or liquidate the trust,
except
* in connection with a distribution of the subordinated debt
securities to the holders of the trust preferred
securities in liquidation of the related trust; or
* in connection with specified mergers, consolidations or
amalgamations permitted by the amended and restated
declaration of trust; and
o to use our reasonable efforts to cause the related trust to
remain classified as a grantor trust and not as an association
taxable as a corporation for United States federal income tax
purposes.
Events of Default. The subordinated indenture provides that events
of default regarding any series of subordinated debt securities include the
following events that shall have occurred and be continuing:
o failure to pay required interest on the series of subordinated
debt securities for 30 days;
o failure to pay when due principal on the series of
subordinated debt securities;
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o failure to make any required deposit or payment of any sinking
fund or analogous payment on the series of subordinated debt
securities when due;
o failure to perform, for 90 days after notice, any other
covenant in the subordinated indenture applicable to the
series of subordinated debt securities;
o certain events of bankruptcy or insolvency, whether voluntary
or not; and
o with respect to a series of subordinated debt securities
issued to a trust in connection with the issuance by the trust
of trust preferred securities, the trust is voluntarily or
involuntarily dissolved, wound up or terminated, except in
connection with
* the distribution of the subordinated debt securities to
the holders of the common securities and the trust
preferred securities in liquidation of the trust;
* the redemption of all outstanding common securities and
trust preferred securities of the trust; and
* mergers, consolidation or amalgamations permitted by the
declaration of that trust.
If an event of default regarding subordinated debt securities of
any series should occur and be continuing, either the subordinated debt
securities trustee or the holders of at least 25% in total principal amount
of outstanding subordinated debt securities of such series may declare each
subordinated debt securities of that series immediately due and payable.
Holders of a majority in total principal amount of the outstanding
subordinated debt securities of any series will be entitled to control
certain actions of the subordinated debt securities trustee and to waive
past defaults regarding such series. The trustee generally will not be
required to take any action requested, ordered or directed by any of the
holders of subordinated debt securities, unless one or more of such holders
shall have offered to the trustee reasonable security or indemnity.
Before any holder of any series of subordinated debt securities may
institute action for any remedy, except payment on such holder's
subordinated debt securities when due, the holders of not less than 25% in
principal amount of the subordinated debt securities of that series
outstanding must request the subordinated debt securities trustee to take
action. Holders must also offer and give the subordinated debt securities
trustee satisfactory security and indemnity against liabilities incurred by
the trustee for taking such action.
We are required to annually furnish the subordinated debt
securities trustee a statement as to our compliance with all conditions and
covenants under the subordinated indenture. The subordinated debt securities
trustee is required, within 90 days after the occurrence of a default with
respect to a series of subordinated debt securities, to give notice of all
defaults affecting such series of subordinated debt securities to each
holder of such series of debentures. However, the subordinated indenture
provides that the subordinated debt securities trustee may withhold notice
to the holders of the subordinated debt securities of any series of any
default affecting such series, except payment on holders' subordinated debt
securities when due, if it considers withholding notice to be in the
interests of the holders of the subordinated debt securities of such series.
Modification and Waiver. The subordinated indenture permits us and
the subordinated debt securities trustee to enter into supplemental
indentures without the consent of the holders of the subordinated debt
securities to:
o establish the form and terms of any series of securities under
the subordinated indenture;
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o secure the debentures with property or assets;
o evidence the succession of another corporation to us, and the
assumption by the successor corporation of our obligations,
covenants and agreements under the subordinated indenture;
o add covenants of Laclede for the benefit of the holders of the
subordinated debt securities;
o cure any ambiguity or correct or supplement any provision in
the subordinated indenture or any supplement to the
subordinated indenture, provided that no such action adversely
affects the interests of the holders of the subordinated debt
securities; and
o evidence and provide for the acceptance of a successor
trustee.
The subordinated indenture also permits us and the subordinated
debt securities trustee, with the consent of the holders of a majority in
total principal amount of the subordinated debt securities of all series
then outstanding and affected (voting as one class), to change in any manner
the provisions of the subordinated indenture or modify in any manner the
rights of the holders of the subordinated debt securities of each such
affected series. We and the trustee may not, without the consent of the
holder of each subordinated debt securities affected, enter into any
supplemental indenture to:
o change the time of payment of the principal;
o reduce the principal amount of such subordinated debt
securities;
o reduce the rate or change the time of payment of interest on
such subordinated debt securities;
o reduce any amount payable upon redemption of such subordinated
debt securities; or
o impair the right to institute suit for the enforcement of any
payment on any subordinated debt securities when due.
In addition, no such modification may reduce the percentage in
principal amount of the subordinated debt securities of the affected series,
the consent of whose holders is required for any such modification or for
any waiver provided for in the subordinated indenture.
Prior to the acceleration of the maturity of any subordinated debt
securities, the holders, voting as one class, of a majority in total
principal amount of the subordinated debt securities with respect to which a
default or event of default has occurred and is continuing, may, on behalf
of the holders of all such affected subordinated debt securities, waive any
past default or event of default and its consequences, except a default or
event of default in the payment of the principal or interest or in respect
of a covenant or provision of the applicable indenture or of any
subordinated debt securities that cannot be modified or amended without the
consent of the holder of each subordinated debt securities affected.
Satisfaction and Discharge. The subordinated indenture provides
that, at our option, we will be discharged from all obligations in respect
of the subordinated debt securities of a particular series then outstanding
(except for certain obligations to register the transfer of or exchange the
subordinated debt securities of such series, to replace stolen, lost or
mutilated subordinated debt securities of such series, to maintain paying
agencies and to maintain the trust described below) if we in each case
irrevocably deposit in trust with the relevant trustee money, and/or
securities backed by the full faith and credit of the United States that,
through the payment of the principal thereof and the interest thereon in
accordance with their terms, will provide money in an amount sufficient to
pay all the principal and interest on the subordinated debt securities of
such series on the stated maturities of such subordinated debt securities in
accordance with the terms thereof.
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To exercise this option, we are required to deliver to the relevant
trustee an opinion of independent counsel to the effect that the exercise of
such option would not cause the holders of the subordinated debt securities
of such series to recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance, and such holders will be
subject to United States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance
had not occurred.
DESCRIPTION OF COMMON STOCK
GENERAL
The following description of our common stock and the relevant
provisions of our articles of incorporation and bylaws are summaries. These
summaries are qualified by reference to (i) our articles of incorporation
and bylaws that have been previously filed with the SEC and are exhibits to
the registration statement of which this prospectus is a part and (ii) the
applicable provisions of The Missouri General and Business Corporation Law.
Under our articles of incorporation, we are authorized to issue up
to 75 million shares of capital stock, consisting of 70 million shares of
common stock, $l.00 par value per share, and 5 million shares of preferred
stock, $25 par value per share. At March 1, 2002, 18,877,987 shares of
common stock and no shares of preferred stock were issued and outstanding.
DIVIDEND RIGHTS AND LIMITATIONS
Subject to any rights of the holders of our preferred stock, if any
is issued, the holders of our common stock are entitled to receive such
dividends as may be declared by our board of directors from time to time out
of funds legally available therefor.
LIQUIDATION RIGHTS
In the event of any dissolution, liquidation or winding up of our
affairs voluntarily or involuntarily, the holders of our common stock will
be entitled to receive the remainder, if any, of our assets after the
payment of all our debts and liabilities and after the payment in full of
any preferential amounts to which holders of any preferred stock may be
entitled.
VOTING RIGHTS
Except as otherwise provided by law and subject to the voting
rights of holders of our preferred stock that may be issued in the future,
all voting power rests exclusively in the holders of shares of our common
stock. Each holder of our common stock is entitled to one vote per share on
all matters submitted to a vote at a meeting of shareholders, including the
election of directors. The common stock shall vote together as a single
class. The holders of our common stock are not entitled to cumulate votes
for the election of directors. At annual and special meetings of
shareholders, the holders of a majority of the outstanding shares of common
stock, present in person or by proxy, constitute a quorum.
MISCELLANEOUS
The holders of our common stock have no preemptive or preferential
rights to subscribe for or purchase any part of any new or additional issue
of stock or securities convertible into stock. The outstanding shares of our
common stock and the shares of common stock sold hereunder will be, upon
payment for them, fully paid and non-assessable. Our common stock does not
contain any redemption provisions or conversion rights.
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TRANSFER AGENT AND REGISTRAR
UMB Bank, n.a., acts as transfer agent and registrar for our
common stock. They are at 928 Grand Boulevard, Kansas City, Missouri 64106.
You can reach them at 1-800-884-4225.
CERTAIN ANTI-TAKEOVER MATTERS
It is not the intent of our board of directors to discourage
legitimate offers to enhance shareholder value. Provisions of our articles
of incorporation or bylaws, however, may have the effect of discouraging
unilateral tender offers or other attempts to acquire our business. These
provisions include the classification of our directors with three-year
staggered terms, the requirement that director nominations by shareholders
be made not less than 60 nor more than 90 days prior to the date of the
shareholder meeting, and the ability of the board, without further action of
the holders of common stock, to issue one or more series of preferred stock
from time to time, which may have terms more favorable than the common
stock, including, among other things, preferential dividend, liquidation and
redemption rights.
These provisions might discourage a potentially interested
purchaser from attempting a unilateral takeover bid for us on terms that
some shareholders might favor. If these provisions discourage potential
takeover bids, they might limit the opportunity for our shareholders to sell
their shares at a premium.
In addition, our articles of incorporation do not provide for
cumulative voting in the election of directors. Cumulative voting permits
shareholders to multiply their number of votes by the total number of
directors being elected and to cast their total number of votes for one or
more candidates in each shareholder's discretion.
Our bylaws also include provisions setting forth specific
conditions and restrictions under which business may be transacted at
meetings of shareholders. For example, no business may be transacted at a
meeting unless it is:
o specified in the notice of meeting,
o otherwise brought before the meeting by or at the direction of
the board of directors or a committee thereof, or
o brought before the meeting by a shareholder of record who
provided notice and other specified information in writing to
the corporate secretary not less than 60 nor more than 90 days
prior to the meeting.
These provisions may create an anti-takeover effect by placing restrictions
on the content of the issues to be discussed at a shareholder meeting.
In addition, the issuance of authorized but unissued shares of our
common or preferred stock may have an anti-takeover effect. These shares
might be issued by our board of directors without shareholder approval in
transactions that might prevent or render more difficult or costly the
completion of a takeover transaction, for example, by diluting voting or
other rights of the proposed acquiror. In this regard, our articles of
incorporation grant the board of directors broad powers to establish the
rights and preferences of the authorized but unissued preferred stock, one
or more series of which could be issued entitling holders to vote separately
as a class on any proposed merger or consolidation, to convert the stock
into shares of our common stock or possibly other securities, to demand
redemption at a specified price under prescribed circumstances related to a
change in control or to exercise other rights designed to impede a takeover.
SHAREHOLDER PROTECTION STATUTES
We are subject to Missouri corporate statutes that restrict the
voting rights of a person who acquires 20% or more of our outstanding common
stock as well as that person's ability to enter into a business combination
with us.
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The business combination statute restricts transactions between us
and a beneficial owner of 20% or more of our voting stock. A business
combination is defined in the statute as any of the following transactions
with or proposed by an interested shareholder: merger, consolidation,
disposition of assets, significant securities issuance, liquidation,
dissolution, reclassification of securities, loan, advance, guarantee,
pledge or tax credit. Generally the statute prohibits a business combination
between us and an interested shareholder for five years following the date
the interested shareholder acquired 20% or more of the voting stock, unless
the business combination or the interested shareholder's stock acquisition
was approved by our board of directors on or prior to that date. An
interested shareholder may enter into a business combination with us if it
is approved by a majority of the outstanding shares not owned by the
interested shareholder or if it meets certain consideration requirements.
The control share acquisition statute provides that shares acquired
that would cause the acquiring person's aggregate voting power to meet or
exceed any of three thresholds (20%, 33-1/3% or a majority) have no voting
rights unless such voting rights are granted by a majority vote of the
holders of the shares not owned by the acquiring person or any of our
officers or directors or employee-directors. The statute sets out a
procedure whereby the acquiring person may call a special shareholders
meeting for the purpose of considering whether voting rights should be
conferred. Acquisitions as part of a merger or exchange offer arising out of
an agreement to which we are a party are exempt from the statute.
Application of the business combination and control share
acquisitions statutes are automatic unless we take steps to "opt out" of
their application. We have not "opted out" of the statutes.
SHAREHOLDER RIGHTS PLAN
On August 23, 2001, our board of directors adopted a shareholder
rights plan and declared a dividend of one preferred share purchase right
for each outstanding share of our common stock. The plan is designed to
assure shareholders of fair and equal treatment in the event of a proposed
takeover. Each right entitles the registered holder to purchase from us one
one-hundredth of a share of Series A Junior Participating Preferred stock,
par value $25.00 per share, at an exercise price of $90 per one
one-hundredth of a share, subject to adjustment upon the occurrence of
certain dilutive events. The rights will become exercisable and begin to
trade separately from the common stock only if a person or group acquires
20% or more of our common stock or announces a tender offer for 20% or more
of our common stock. If a person or group acquires 20% or more of our common
stock, each right will entitle its holder to purchase, at the right's
then-current exercise price, a number of shares of our common stock having a
market value of twice the exercise price. In addition, if we are acquired in
a merger or other business combination transaction, each right will entitle
its holder to purchase, at the right's then-current exercise price, a number
of shares of the acquiring company's common stock having a market value of
twice the exercise price. The acquiring person or group will not be entitled
to exercise these rights.
Our board of directors at any time prior to any person or group
acquiring 20% or more of our common stock may (i) redeem the rights at $.01
per right or (ii) exchange the rights at an exchange rate of one share of
Common Stock for each right exchanged.
The rights were issued as a dividend payable October 1, 2001, to
shareholders of record on that date. The rights will expire on October 1,
2011. One right will accompany each new share of our common stock issued
prior to such expiration date. The rights do not have voting or dividend
rights and until they become exercisable, have no dilutive effect on our
per-share earnings.
We have 700,000 shares of preferred stock initially reserved for
issuance upon exercise of the rights. There is no junior participating
preferred stock issued or outstanding as of the date of this prospectus.
The description and terms of the rights are set forth in an
agreement between us and UMB Bank, n.a., as rights agent. The preceding
summary of the rights and the shareholder rights plan is qualified in its
entirety by reference to the rights agreement and the description thereof
each contained in our registration statement on Form 8-A filed September 6,
2001, which is incorporated by reference into this prospectus.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts
obligating holders to purchase from us, and us to sell to the holders, a
specified number of shares of our common stock at a future date or dates.
The price per share of common stock and the number of shares of common stock
may be fixed at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the stock
purchase contracts. The stock purchase contracts may be issued separately or
as part of units, often known as stock purchase units, consisting of a stock
purchase contract and beneficial interests in:
o senior debt securities or subordinated debt securities, or
o debt obligations of third parties, including U.S. Treasury
securities,
securing the holder's obligations to purchase the common stock under the
stock purchase contracts. The stock purchase contracts may require us to
make periodic payments to the holders of the stock purchase units or vice
versa, and these payments may be unsecured or prefunded on some basis. The
stock purchase contracts may require holders to secure their obligations
under those contracts in a specified manner.
The applicable prospectus supplement will describe the terms of the
stock purchase contracts or stock purchase units, including, if applicable,
collateral or depositary arrangements relative to the stock purchase
contracts or stock purchase units.
DESCRIPTION OF TRUST PREFERRED SECURITIES
The trust may issue, on one or more occasions, trust preferred
securities having terms described in the prospectus supplement relating
thereto. The amended and restated trust agreement of the trust will
authorize the establishment of no more than one series of trust preferred
securities, having such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferred or other special
rights or such rights or restrictions as shall be set forth therein or
otherwise established by the trustees pursuant thereto.
You should read the prospectus supplement relating to the trust
preferred securities for specific terms, including:
o the distinctive designation and the number of trust preferred
securities to be offered, which will represent undivided
beneficial interests in the assets of the trust;
o the annual distribution rate and the dates or date upon which
such distributions will be paid, provided, however,
distributions on the trust preferred securities will be paid
quarterly in arrears to holders of trust preferred securities
as of a record date on which the trust preferred securities
are outstanding;
o whether distributions on trust preferred securities would be
deferred during any deferral of interest payments on the debt
securities, provided, however, that no such deferral,
including extensions, if any, may exceed 20 consecutive
quarters nor extend beyond the stated maturity date of the
debt securities owned by the trust, and at the end of any such
deferrals, we will make all interest payments then accrued or
deferred and unpaid (including any compounded interest);
o the amount of any liquidation preference;
o the obligation, if any, of the trust to redeem trust preferred
securities as a result of our exercise of an option to redeem
the corresponding debt securities and the price or prices at
which, the
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period or periods within which and the terms and conditions
upon which trust preferred securities will be purchased or
redeemed, in whole or in part, under such obligation;
o the period or periods within which and the terms and
conditions, if any, including the price or prices or the rate
or rates of conversion or exchange and the terms and
conditions of any adjustments, upon which the trust preferred
securities shall be convertible or exchangeable at the option
of the holder of the trust preferred securities for other
property or cash;
o the voting rights, if any, of the trust preferred securities
as provided in the amended and restated declaration of trust
or set forth under our guarantee (as defined below) as well as
those required by law;
o the additional payments, if any, that the trust will pay as a
distribution as necessary so that the net amounts received by
the trust and distributable to the holders of the trust
preferred securities, after all taxes, duties, assessments or
governmental charges of whatever nature (other than
withholding taxes) have been paid will not be less than the
amount that would have been received and distributed by the
trust, and the amount the holders of the trust preferred
securities would have received, had no such taxes, duties,
assessments or governmental charges been imposed;
o the terms and conditions, if any, upon which the debt
securities owned by the trust may be distributed to holders of
trust preferred securities; and
o any other relative rights, powers, preferences, privileges,
limitations or restrictions of the trust preferred securities
not inconsistent with the amended and restated trust agreement
or applicable law.
All trust preferred securities offered hereby will be irrevocably
guaranteed by us, on a subordinated basis and to the extent set forth below
under "The Guarantee." Any federal income tax considerations applicable to
any offering of the trust preferred securities will be described in the
prospectus supplement relating thereto. The total number of trust preferred
securities that the trust shall have authority to issue will be determined
under the terms of the amended and restated trust agreement.
EFFECT OF OBLIGATIONS UNDER THE DEBT SECURITIES AND THE GUARANTEES
The sole purpose of the trust is to issue the trust common
securities and the trust preferred securities evidencing undivided
beneficial interests in the assets of the trust, to invest the proceeds from
such issuance and sale to acquire directly the debt securities from us and
to hold and dispose of the debt securities in accordance with the amended
and restated declaration of trust.
As long as payments of interest and other payments are made when
due on the debt securities, those payments will be sufficient to cover
distributions and payments due on the common securities and the trust
preferred securities because of the following factors:
o the total principal amount of debt securities will be equal to
the sum of the total stated liquidation amount of the trust
common securities and the trust preferred securities;
o the interest rate and the interest and other payment dates on
the debt securities will match the distribution rate and
distribution and other payment dates for the trust common
securities and the trust preferred securities;
o we will pay all, and the trust shall not be obligated to pay,
directly or indirectly, its costs, expenses, debt and
obligations (other than with respect to the trust common
securities and the trust preferred securities); and
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o our trustees will not take or cause or permit the trust to,
among other things, engage in any activity that is not
consistent with the purposes of the trust.
Payments of distributions (to the extent funds for distributions
are available) and other payments due on the trust preferred securities (to
the extent funds for other payments are available) are guaranteed by us as
and to the extent discussed under "The Guarantee" below. If we do not make
interest payments on the debt securities purchased by the trust, the trust
likely will not have sufficient funds to pay distributions on the trust
preferred securities. Our guarantee, which is for purposes of ensuring that
the trust performs its obligations to pay distributions on the trust
preferred securities, does not apply to any payment of distributions unless
and until the trust has sufficient funds for the payment of distributions
and other payments on the trust preferred securities. The trust will have
sufficient funds only if and to the extent that we have made a payment of
interest or principal on the debt securities held by the trust as its sole
assets. Our guarantee, when taken together with our obligations under the
debt securities and the related indenture and our obligations under the
amended and restated trust agreement, including our obligations to pay
costs, expenses, debts and liabilities of the trust (other than with respect
to the common securities and the trust preferred securities), provides a
full and unconditional guarantee of amounts payable in respect of the trust
preferred securities.
If we fail to make interest or other payments on the debt
securities when due (taking account of any extension period), the holders of
the trust preferred securities may direct the property trustee to enforce
its rights under the debt securities. If the property trustee fails to
enforce its rights under the debt securities, a holder of trust preferred
securities may, to the fullest extent permitted by applicable law, institute
a legal proceeding against us to enforce the property trustee's rights under
the debt securities without first instituting any legal proceeding against
the property trustee or any other person or entity. Notwithstanding the
foregoing, if an event of default has occurred and is continuing under the
trust agreement, and that event is attributable to our failure to pay
interest or principal on the debt securities on the date such interest or
principal is otherwise payable (or in the case of redemption on the
redemption date), then a holder of trust preferred securities may institute
legal proceedings directly against us to obtain payment. If we fail to make
payments under the guarantee, the guarantee provides a mechanism whereby the
holders of the trust preferred securities may direct the guarantee trustee
to enforce its rights thereunder. Any holder of trust preferred securities
may institute a legal proceeding directly against us to enforce the
guarantee trustee's rights under the guarantee without first instituting a
legal proceeding against the trust, the guarantee trustee, or any other
person or entity.
DESCRIPTION OF THE GUARANTEES
The following is a summary of information concerning the guarantee
that will be executed and delivered by us for the benefit of the holders,
from time to time, of the trust preferred securities. The guarantee will be
qualified as an indenture under the Trust Indenture Act of 1939. The Bank of
New York will act as indenture trustee under the guarantee for the purpose
of compliance with the provisions of the Trust Indenture Act of 1939. This
summary is not complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the guarantee, which is
filed as an exhibit to the registration statement of which this prospectus
forms a part.
GENERAL
We will irrevocably agree to pay in full, on a subordinated basis
to the extent set forth herein, the guarantee payments (as described below)
to the holders of the trust preferred securities, as and when due,
regardless of any defense, right of set-off or counterclaim that the trust
may have or assert, other than the defense of payment. The following
payments with respect to the trust preferred securities, to the extent not
paid by or on behalf of the trust, will be subject to the guarantee:
(1) any accumulated and unpaid distributions required to be
paid on the trust preferred securities, to the extent that the trust has
funds on hand available therefor at such time;
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(2) the redemption price with respect to any trust preferred
securities called for redemption to the extent that the trust has funds on
hand available therefor at such time; or
(3) upon a voluntary or involuntary dissolution, winding up
or liquidation of the trust (unless the debt securities are distributed to
holders of the trust preferred securities), the lesser of (a) the
liquidation distribution, to the extent that the trust has funds on hand
available for distribution at such time, and (b) the amount of assets of the
trust remaining available for distribution to holders of trust preferred
securities after the satisfaction of liabilities of creditors of the trust,
if any.
Our obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by us to the holders of the trust
preferred securities or by causing the trust to pay such amount to such
holders.
Our guarantee will be an irrevocable guarantee on a subordinated
basis of the trust's obligations under the trust preferred securities, but
will apply only to the extent that the trust has funds sufficient to make
such payments, and is not a guarantee of collection. If we do not make
interest payments on the debt securities held by the trust, the trust will
not be able to pay distributions on the trust preferred securities and will
not have funds legally available therefor.
We have, through the guarantee, the trust agreement, the
subordinated debt securities and the indentures, taken together, fully,
irrevocably and unconditionally guaranteed all of the trust's obligations
under the trust preferred securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the trust's obligations under the trust preferred
securities.
We have also agreed separately to irrevocably and unconditionally
guarantee the obligations of the trust with respect to the trust common
securities to the same extent as the guarantee of the trust preferred
securities, except that upon the occurrence and during the continuation of
an event of default, holders of trust preferred securities shall have
priority over holders of common securities with respect to distributions and
payments on liquidation, redemption or otherwise.
OUR COVENANTS
We will covenant that we will not:
(1) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any
of our capital stock; or
(2) make any payment of principal or interest or premium, if
any, on or repay or repurchase or redeem any of our debt securities
(including guarantees of indebtedness for money borrowed) that rank equal
with or junior to the debt securities owned by the trust (other than (a) any
dividend, redemption, liquidation, interest, principal or guarantee payment
by us where the payment is made by way of securities (including capital
stock) that rank equal with or junior to the securities on which such
dividend, redemption, interest, principal or guarantee payment is being
made, (b) payments under our guarantee of the trust preferred securities and
the trust common securities, (c) as a result of a reclassification of our
capital stock or the exchange or conversion of one series or class of our
capital stock for another series or class of our capital stock and (d) the
purchase of fractional interests in shares of our capital stock under the
conversion or exchange provisions of that capital stock or the security
being converted or exchanged);
if at such time (A) there shall have occurred any event of which we have
actual knowledge that (i) with the giving of notice or the lapse of time, or
both, would constitute an event of default under the indenture and (ii) in
respect of which we shall not have taken reasonable steps to cure; (B) we
shall be in default with respect to our payment of any obligations under the
guarantee; or (C) we shall have given notice of our selection of an
extension period as provided in the indenture with respect to the debt
securities and shall not have rescinded that notice, or that extension
period, or any extension thereof, shall be continuing.
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We also will covenant to:
(1) maintain directly or indirectly 100% ownership of the
trust common securities, provided that certain successors that are permitted
under the indenture may succeed to our ownership of the common securities,
(2) not voluntarily dissolve, wind up or liquidate the trust,
except:
o in connection with a distribution of the debt
securities to the holders of the trust preferred
securities in liquidation of the trust or
o in connection with certain mergers, consolidations or
amalgamations permitted by the amended and restated
trust agreement, and
(3) use our reasonable efforts, consistent with the terms and
provisions of the trust agreement, to cause the trust to remain classified
as a grantor trust and not as an association taxable as a corporation for
United States federal income tax purposes.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not materially adversely
affect the rights of holders of the trust preferred securities (in which
case no vote will be required), our guarantee of the trust preferred
securities may not be amended without the prior approval of the holders of a
majority in total liquidation amount of such outstanding trust preferred
securities. All guarantees and agreements contained in the guarantee shall
bind our successors, assigns, receivers, trustees and representatives and
shall inure to the benefit of the holders of the trust preferred securities
then outstanding.
TERMINATION OF THE GUARANTEE
Our guarantee of the trust preferred securities will terminate and
be of no further force and effect upon full payment of the redemption price
of the trust preferred securities, upon full payment of the amounts payable
upon liquidation of the trust or upon distribution of the debt securities to
the holders of the trust preferred securities in exchange for all of the
trust preferred securities. The guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of trust
preferred securities must restore payment of any sums paid under such trust
preferred securities or the guarantee.
EVENTS OF DEFAULT
An event of default under our guarantee of the trust preferred
securities will occur upon our failure to perform any of our payment or
other obligations thereunder. The holders of a majority in total liquidation
amount of the trust preferred securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the guarantee trustee in respect of the guarantee or to direct the exercise
of any trust or power conferred upon the guarantee trustee under the
guarantee.
If the guarantee trustee fails to enforce our guarantee of the
trust preferred securities, any holder of the trust preferred securities may
institute a legal proceeding directly against us to enforce its rights under
the guarantee without first instituting a legal proceeding against the
trust, the guarantee trustee or any other person or entity. In addition, any
record holder of trust preferred securities shall have the right, which is
absolute and unconditional, to proceed directly against us to obtain
guarantee payments, without first waiting to determine if the guarantee
trustee has enforced the guarantee or instituting a legal proceeding against
the trust, the guarantee trustee or any other person or entity. We have
waived any right or remedy to require that any action be brought just
against the trust, or any other person or entity before proceeding directly
against us.
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STATUS OF THE GUARANTEE
Our guarantee of the trust preferred securities will constitute our
unsecured obligation and will rank:
(1) equal to or subordinate and junior in right of payment, as
described in the applicable prospectus supplement, to all our other
liabilities, as applicable,
(2) equal with the most senior preferred stock hereafter
issued by us and with any guarantee now or hereafter entered into by us in
respect of any preferred or preference stock of any of our affiliates, and
(3) senior to our common stock.
Our guarantee of the trust preferred securities will constitute a
guarantee of payment and not of collection (i.e., the guaranteed party may
institute a legal proceeding directly against the guarantor to enforce its
rights under the guarantee without first instituting a legal proceeding
against any other person or entity). The guarantee will be held for the
benefit of the holders of the trust preferred securities. The guarantee will
not be discharged except by payment of the guaranteed payments in full to
the extent not paid by the trust or upon distribution of the debt securities
to the holders of the trust preferred securities. The guarantee does not
place a limitation on the amount of additional indebtedness that may be
incurred by us.
BOOK-ENTRY SECURITIES
Unless otherwise specified in the applicable prospectus supplement,
we will issue securities, other than our common stock, to investors in the
form of one or more book-entry certificates registered in the name of a
depositary or a nominee of a depositary. Unless otherwise specified in the
applicable prospectus supplement, the depositary will be DTC. We have been
informed by DTC that its nominee will be Cede & Co. Accordingly, Cede is
expected to be the initial registered holder of all securities that are
issued in book-entry form.
No person that acquires a beneficial interest in securities issued
in book-entry form will be entitled to receive a certificate representing
those securities, except as set forth in this prospectus or in the
applicable prospectus supplement. Unless and until definitive securities are
issued under the limited circumstances described below, all references to
actions by holders or beneficial owners of securities issued in book-entry
form will refer to actions taken by DTC upon instructions from its
participants, and all references to payments and notices to holders or
beneficial owners will refer to payments and notices to DTC or Cede, as the
registered holder of such securities.
DTC has informed us that it is:
o a limited-purpose trust company organized under New York
banking laws;
o a "banking organization" within the meaning of the New York
banking laws;
o a member of the Federal Reserve System;
o a "clearing corporation" within the meaning of the New York
Uniform Commercial Code; and
o a "clearing agency" registered under the Securities Exchange
Act.
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DTC has also informed us that it was created to:
o hold securities for "participants;" and
o facilitate the computerized settlement of securities
transactions among participants through computerized
electronic book-entry changes in participants' accounts,
thereby eliminating the need for the physical movement of
securities certificates.
Participants have accounts with DTC and include securities brokers
and dealers, banks, trust companies and clearing corporations. Indirect
access to the DTC system also is available to indirect participants such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons that are not participants or indirect participants but
desire to buy, sell or otherwise transfer ownership of or interests in
securities may do so only through participants and indirect participants.
Under the book-entry system, beneficial owners may experience some delay in
receiving payments as payments will be forwarded by our agent to Cede, a
nominee for DTC. These payments will be forwarded to DTC's participants,
which thereafter will forward them to indirect participants or beneficial
owners. Beneficial owners will not be recognized by the applicable
registrar, transfer agent, trustee or depositary as registered holders of
the securities entitled to the benefits of the certificate, the indenture or
any deposit agreement. Beneficial owners that are not participants will be
permitted to exercise their rights as an owner only indirectly through
participants and, if applicable, indirect participants.
Under the current rules and regulations affecting DTC, DTC will be
required to make book-entry transfers of securities among participants and
to receive and transmit payments to participants. Participants and indirect
participants with whom beneficial owners of securities have accounts are
also required by these rules to make book-entry transfers and receive and
transmit such payments on behalf of their respective account holders.
Because DTC can act only on behalf of participants who, in turn
act, only on behalf of other participants or indirect participants, and on
behalf of certain banks, trust companies and other persons approved by it,
the ability of a beneficial owner of securities issued in book-entry form to
pledge those securities to persons or entities that do not participate in
the DTC system may be limited due to the unavailability of physical
certificates for the securities.
DTC has advised us that it will take any action permitted to be
taken by a registered holder of any securities under the certificate, the
indenture or any deposit agreement only at the direction of one or more
participants to whose accounts with DTC the securities are credited.
According to DTC, it has provided information with respect to DTC
to its participants and other members of the financial community for
informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
Unless otherwise specified in the applicable prospectus supplement,
a book-entry security will be exchangeable for definitive securities
registered in the names of persons other than DTC or its nominee only if:
o DTC notifies us that it is unwilling or unable to continue as
depositary for the book-entry security or DTC ceases to be a
clearing agency registered under the Securities Exchange Act
at a time when DTC is required to be so registered; or
o we execute and deliver to the applicable registrar, transfer
agent, trustee and/or depositary an order complying with the
requirements of the certificate, the indenture or any deposit
agreement that the book-entry security will be so
exchangeable.
Any book-entry security that is exchangeable in accordance with the
preceding sentence will be exchangeable for securities registered in such
names as DTC directs.
29
If one of the events described in the immediately preceding
paragraph occurs, DTC is generally required to notify all participants of
the availability through DTC of definitive securities. Upon surrender by DTC
of the book-entry security representing the securities and delivery of
instructions for re-registration, the registrar, transfer agent, trustee or
depositary, as the case may be, will reissue the securities as definitive
securities. After reissuance of the securities, those persons will recognize
the beneficial owners of such definitive securities as registered holders of
securities.
Except as described above:
o a book-entry security may not be transferred except as a whole
book-entry security by or among DTC, a nominee of DTC and/or a
successor depositary appointed by us; and
o DTC may not sell, assign or otherwise transfer any beneficial
interest in a book-entry security unless the beneficial
interest is in an amount equal to an authorized denomination
for the securities evidenced by the book-entry security.
None of us, the trustees, any registrar and transfer agent or any
depositary, or any agent of any of them, will have any responsibility or
liability for any aspect of DTC's or any participant's records relating to,
or for payments made on account of, beneficial interests in a book-entry
security.
PLAN OF DISTRIBUTION
We or the trust may sell the offered securities: through the
solicitation of proposals of underwriters or dealers to purchase the offered
securities; through underwriters or dealers on a negotiated basis; through
agents; or directly to a limited number of purchasers or to a single
purchaser.
The prospectus supplement with respect to each offering of
securities will set forth the terms of such offering, including:
o the name or names of any underwriters, dealers or agents;
o the purchase price of the offered securities and the proceeds
to us and/or the trust from their sale;
o any underwriting discounts and commissions and other items
constituting underwriters' compensation;
o any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers; and
o any securities exchange on which the offered securities may be
listed.
Any initial public offering price, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
UNDERWRITERS
If underwriters are used in the sale, they will acquire the offered
securities for their own account and may resell them on one or more
occasions in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The offered securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The underwriter or
underwriters with respect to a particular underwritten offering of
securities will be named in the prospectus supplement relating to such
offering and, if an underwriting syndicate is used, the names of the
managing underwriter or underwriters will be set forth on the cover of that
prospectus supplement. Unless otherwise
30
set forth in the prospectus supplement relating thereto, the obligations of
the underwriters to purchase the offered securities will be subject to
certain conditions precedent, and the underwriters will be obligated to
purchase all the offered securities if any are purchased.
DEALERS
If dealers are utilized in the sale of offered securities, we
and/or the trust will sell such offered securities to the dealers as
principals. The dealers may then resell such offered securities to the
public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be
set forth in the related prospectus supplement.
AGENTS
The offered securities may be sold directly by us and/or the trust
or through agents designated by us and/or the trust from time to time. Any
agent involved in the offer or sale of the offered securities in respect to
which this prospectus is delivered will be named, and any commissions
payable by us and/or the trust to such agent will be set forth, in the
related prospectus supplement. Unless otherwise indicated in the prospectus
supplement, any such agent will be acting on a best-efforts basis for the
period of its appointment.
DIRECT SALES
The offered securities may be sold directly by us and/or the trust
to institutional investors or others, who may be deemed to be underwriters
within the meaning of the Securities Act with respect to any resale thereof.
The terms of any such sales will be described in the related prospectus
supplement.
INDEMNIFICATION
Agents, dealers and underwriters and the persons who control them
may be entitled under agreements with us and/or the trust to indemnification
by us and/or the trust against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which these agents, dealers or underwriters may be required to make
in respect thereof. Agents, dealers and underwriters may be customers of,
engage in transactions with, or perform services for us and/or the trust in
the ordinary course of business.
REMARKETING
The offered securities may also be offered and sold, if so
indicated in the applicable prospectus supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption or
repayment under their terms, or otherwise, by one or more firms
("remarketing firms"), acting as principals for their own accounts or as
agents for us and/or the trust. Any remarketing firm will be identified and
the terms of its agreement, if any, with its compensation will be described
in the applicable prospectus supplement. Remarketing firms may be deemed to
be underwriters, as such term is defined in the Securities Act, in
connection with the offered securities they remarket. Remarketing firms may
be entitled under agreements that may be entered into with us and/or the
trust to indemnification or contribution by us and/or the trust against
certain civil liabilities, including liabilities under the Securities Act,
and may be customers of, engage in transactions or perform services for us
and our subsidiaries in the ordinary course of business.
NO ASSURANCE OF LIQUIDITY
The offered securities may or may not be listed on a national
securities exchange. You should read the prospectus supplement for a
discussion of this matter. We cannot assure you there will be a market for
any of the offered securities.
31
LEGAL OPINIONS
Opinions as to the legality of certain of our offered securities
will be rendered for us by Thompson Coburn LLP, St. Louis, Missouri. Certain
matters of Delaware law relating to the validity of the trust preferred
securities will be passed upon on behalf of the trust by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware counsel to us and the
trust. Certain United States federal income taxation matters may be passed
upon for us by Thompson Coburn LLP, special tax counsel to us and to the
trust. Certain legal matters with respect to the offered securities will be
passed upon for the underwriters by Pillsbury Winthrop LLP, New York, New
York.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from our
Annual Report on Form 10-K for the year ended September 30, 200l have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm, given on the
authority of said firm as experts in auditing and accounting.
32
THE LACLEDE GROUP, INC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of issuance and distribution of the securities being
registered, other than discounts and commissions, are as follows:
Securities and Exchange Commission Registration Fees.......$ 46,000*
Printing and Delivery...................................... 100,000
Trustee Fees and Expenses.................................. 17,000
Legal Fees and Expenses.................................... 70,000
Blue Sky Fees and Expenses................................. 20,000
Rating Agencies Fee........................................ 125,000
Accounting Fees and Expenses .............................. 100,000
Miscellaneous.............................................. 22,000
--------
Total......................................................$500,000
----------
*Actual fees, all other expenses are estimates.
Item 15. Indemnification of Directors and Officers
The Laclede Group, Inc.
Section 351.355(1) and Section 351.355(2) of The General and
Business Corporation Law of Missouri ("MGBCL") provide that a corporation
may indemnify any person who was or is a party or is 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 a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, 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 interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful, except that, in the case of an
action or suit by or in the right of the corporation, the corporation may
not indemnify such persons against judgments and fines, and no person shall
be indemnified as to 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 corporation, unless and only to the extent
that the court in which the action or suit was brought determines upon
application that such person is fairly and reasonably entitled to indemnity
for proper expenses. Section 351.355(3) of the MGBCL, provides that, to the
extent that a director, officer, employee or agent of the corporation has
been successful on the merits or otherwise in the defense of any such
action, suit or proceeding or any claim, issue or matter therein, he shall
be indemnified against expenses, including attorney's fees, actually and
reasonably incurred in connection with such action, suit or proceeding.
Section 351.355(7) of the MGBCL, provides that a Missouri corporation may
provide additional indemnification to any person indemnifiable under Section
351.355(1) or Section 351.355(2), provided such additional indemnification
is authorized by the corporation's articles of incorporation or an amendment
thereto or by a shareholder-approved bylaw or agreement, and provided
further that no person shall thereby be indemnified against conduct which
was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct.
Article IX of the Registrant's Articles of Incorporation provides
that the Registrant shall indemnify each of its directors and officers to
the full extent provided by Section 351.355 of the MGBCL,
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and that it may extend to employees and agents such indemnification and
additional indemnification and fund such indemnification by insurance as the
Registrant may deem appropriate.
Pursuant to a policy of directors' and officers' liability
insurance, the Registrant's officers and directors are insured, subject to
the limits, retention, exceptions and other terms and conditions of such
policy, against liability for any actual or alleged error, misstatement,
misleading statement, act or omission, or neglect or breach of duty by the
directors or officers of the Registrant in the discharge of their duties
solely in their capacity as directors or officers of the Registrant,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers of the Registrant.
Laclede Capital Trust I
The Laclede Capital Trust I trust agreement will provide for full
indemnification of any trustee, affiliate of any administrative trustee, or
any officers, directors, shareholders, members, partners, employees,
representatives or agents of the trust or its affiliates (each an
"Indemnified Person") by The Laclede Group, Inc. in connection with any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of the trust and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such
Indemnified Person by the trust agreement or by law. The trust agreement
will further provide that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding, shall from time to
time, be advanced by us prior to the filing and disposition of such claim,
demand, action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified for
the underlying cause of action as authorized by the trust agreement.
Item 16. List of Exhibits
Exhibit
Number Description
------ -----------
1.1* Form of Underwriting Agreement with respect to the offered securities
(other than the trust preferred securities).
1.2* Form of Underwriting Agreement with respect to the trust preferred
securities.
4.1 The Laclede Group's articles of incorporation, filed as Appendix B to
the proxy statement/prospectus contained in Laclede's registration
statement on Form S-4, File No. 333-48794, are incorporated herein by
reference.
4.2 The Laclede Group's bylaws, filed as Appendix C to the proxy
statement/prospectus contained in Laclede's registration statement on
Form S-4, File No. 333-48794, are incorporated herein by reference.
4.3 Certificate of Trust of Laclede Capital Trust I, dated April 4, 2002.
4.4 Declaration of Trust of Laclede Capital Trust I, dated April 4, 2002.
4.5 Form of Amended and Restated Declaration of Trust of Laclede Capital
Trust I.
4.6 Rights Agreement dated as of October 1, 2001; filed as Exhibit 4 to
The Laclede Group's Form 8-A on September 6, 2001, File No. 116681, is
incorporated herein by reference.
4.7 Form of Indenture of The Laclede Group relating to subordinated debt.
4.8 Form of Preferred Securities Guarantee Agreement relating to the trust
preferred securities.
II-2
4.9 Form of Common Securities Guarantee Agreement relating to the trust
common securities.
4.10 Form of Indenture of The Laclede Group relating to senior debt.
4.11 Form of supplemental indenture or other instrument establishing the
issuance of one or more series of subordinated debt (including the
form of subordinated debt security).
4.12 Form of officer's certificate relating to debt securities establishing
medium term notes with the form of debt securities attached.
4.13* Form of Purchase Contract Agreement.
5.1 Opinion of Thompson Coburn LLP.
5.2 Opinion of Richards, Layton & Finger, P.A. regarding the validity of
the trust preferred securities of Laclede Capital Trust I.
8.1* Tax Opinion of Thompson Coburn LLP.
12.1 Statement setting forth computations of ratios of earnings to fixed
charges.
23.1 Consent of Thompson Coburn LLP (contained in opinion referenced as
Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (contained in opinion
referenced as Exhibit 5.2).
23.3 Consent of Deloitte & Touche LLP.
24 Power of attorney.
25.1 Form T-1 statement of eligibility of the trustee of the senior debt
securities.
25.2 Form T-1 statement of eligibility of the trustee of the subordinated
debt securities.
25.3 Form T-1 statement of eligibility of the trustee of the guarantees of
the trust preferred securities.
25.4 Form T-1 statement of eligibility of the trustee of the trust
preferred securities.
25.5* Form T-1 statement of eligibility of the trustee of the purchase
contract agent for the stock purchase contracts.
----------
* To be filed by amendment or incorporated by reference in connection with
the offering of securities.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933.
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement, unless such information
required to be included in such post-effective amendment is contained
in a periodic report filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 and incorporated
herein by reference. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimate maximum offering
range may be reflected in the form of a prospectus filed with the
Commissions pursuant to Rule 424(b) if, in the aggregate, the changes
in the volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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
described under Item 15 above, 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 Securities Act
of 1933 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrants hereby undertake to file an application
for the purpose of determining the eligibility of trustees to act under
subsection(a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Securities and Exchange
Commission under Section 305(b)(2) of the Trust Indenture Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The
Laclede Group, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of St. Louis, State of Missouri on
April 19, 2002.
THE LACLEDE GROUP, INC.
By: /s/ D. H. Yaeger
--------------------------------
Douglas H. Yaeger
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities indicated below on the 19th day of April, 2002.
Signature Title
--------- -----
/s/ D. H. Yaeger Chairman of the Board, President,
--------------------------------- Chief Executive Officer
D. H. Yaeger (Principal Executive Officer)
/s/ G. T. McNeive, Jr. Senior Vice President-Finance and
--------------------------------- General Counsel
G. T. McNeive, Jr. (Principal Financial & Accounting
Officer)
* Director
----------------------------------
A. B. Craig
* Director
----------------------------------
H. Givens, Jr.
* Director
----------------------------------
C. R. Holman
* Director
----------------------------------
R. C. Jaudes
* Director
----------------------------------
W. S. Maritz
II-5
* Director
----------------------------------
W. E. Nasser
* Director
----------------------------------
R. P. Stupp
* Director
----------------------------------
M. A. Van Lokeren
*By: /s/ M. C. Kullman
-----------------------------
M. C. Kullman
As Attorney-in-Fact for each of the persons indicated
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Laclede
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of St. Louis, State of Missouri, on
April 19, 2002.
LACLEDE CAPITAL TRUST I
By: The Laclede Group, Inc.
By: /s/ D. H. Yaeger
----------------------------------
D. H. Yaeger
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
1.1* Form of Underwriting Agreement with respect to the offered securities
(other than the trust preferred securities).
1.2* Form of Underwriting Agreement with respect to the trust preferred
securities.
4.1 The Laclede Group's articles of incorporation, filed as Appendix B to
the proxy statement/prospectus contained in Laclede's registration
statement on Form S-4, No. 333-48794, are incorporated herein by
reference.
4.2 The Laclede Group's bylaws, filed as Appendix C to the proxy
statement/prospectus contained in Laclede's registration statement on
Form S-4, No. 333-48794, are incorporated herein by reference.
4.3 Certificate of Trust of Laclede Capital Trust I, dated April 4, 2002.
4.4 Declaration of Trust of Laclede Capital Trust I, dated April 4, 2002.
4.5 Form of Amended and Restated Declaration of Trust of Laclede Capital
Trust I.
4.6 Rights Agreement dated as of October 1, 2001; filed as Exhibit 4 to
The Laclede Group's Form 8-A on September 6, 2001, File No. 116681, is
incorporated herein by reference.
4.7 Form of Indenture of The Laclede Group relating to subordinated debt.
4.8 Form of Preferred Securities Guarantee Agreement relating to the trust
preferred securities.
4.9 Form of Common Securities Guarantee Agreement relating to the trust
common securities.
4.10 Form of Indenture of The Laclede Group relating to senior debt.
4.11 Form of supplemental indenture or other instrument establishing the
issuance of one or more series of subordinated debt (including the
form of subordinated debt security).
4.12 Form of officer's certificate relating to debt securities establishing
medium term notes with the form of debt securities attached.
4.13* Form of Purchase Contract Agreement.
5.1 Opinion of Thompson Coburn LLP.
5.2 Opinion of Richards, Layton & Finger, P.A. regarding the validity of
the trust preferred securities of Laclede Capital Trust I.
8.1* Tax Opinion of Thompson Coburn LLP.
12.1 Statement setting forth computations of ratios of earnings to fixed
charges.
23.1 Consent of Thompson Coburn LLP (contained in opinion referenced as
Exhibit 5.1).
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23.2 Consent of Richards, Layton & Finger, P.A. (contained in opinion
referenced as Exhibit 5.2).
23.3 Consent of Deloitte & Touche LLP.
24 Power of attorney.
25.1 Form T-1 statement of eligibility of the trustee of the senior debt
securities.
25.2 Form T-1 statement of eligibility of the trustee of the subordinated
debt securities.
25.3 Form T-1 statement of eligibility of the trustee of the guarantees of
the trust preferred securities.
25.4 Form T-1 statement of eligibility of the trustee of the trust
preferred securities.
25.5* Form T-1 statement of eligibility of the trustee of the purchase
contract agent for the stock purchase contracts.
----------
* To be filed by amendment or incorporated by reference in connection with
the offering of securities.
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