As filed with the Securities and Exchange Commission on October 1, 2001.
Registration No. 33-52357
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
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THE LACLEDE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Missouri 74-2976504
(State of Incorporation) (I.R.S. Employer Identification No.)
THE LACLEDE GROUP DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
(Full Title of the Plan)
D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
The Laclede Group, Inc.
720 Olive Street, St. Louis, Missouri 63101
314-342-0500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices and agent for service)
Copy to:
Robert M. LaRose
Thompson Coburn LLP
One Firstar Plaza
St. Louis, MO 63101-1643
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /X/
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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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Explanatory Note
================
This Registration Statement (No. 33-52357) as originally filed related to the
offering of 1,000,000 shares of Laclede Gas Company common stock issuable
under the Laclede Gas Company Dividend Reinvestment and Stock Purchase Plan.
466,525 of such shares have been issued by Laclede Gas Company leaving
533,475 shares unissued. On October 1, 2001, The Laclede Group, Inc. became
the holding company for Laclede Gas Company and each share of common stock of
Laclede Gas Company outstanding on October 1, 2001 was deemed to represent
one share of The Laclede Group, Inc. common stock.
This Post-Effective Amendment No. 1 is being filed with respect to 533,475
shares of The Laclede Group, Inc. common stock, par value $1.00 per share, to
be issued pursuant to The Laclede Group Dividend Reinvestment and Stock
Purchase Plan that were originally registered on Form S-3 by Laclede Gas
Company (File No. 33-52357). The Laclede Group, Inc. will succeed Laclede Gas
Company as registrant of various effective registration statements filed with
the Securities and Exchange Commission, including File No. 33-52357. The
registration fees in respect of the common stock registered under File No.
33-52357 were paid at the time of the original filing of the Registration
Statement on Form S-3 by Laclede Gas Company.
PROSPECTUS
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THE LACLEDE GROUP, INC.
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The Laclede Group Dividend Reinvestment and Stock Purchase Plan provides
shareholders of the Company's common stock with a convenient method of
purchasing additional shares of The Laclede Group's common stock. As of
October 1, 2001, 533,475 shares of The Laclede Group common stock are
available for issuance under the plan. Participants in the plan may:
* Automatically reinvest cash dividends on all of your Laclede Group common
stock.
* Automatically reinvest cash dividends on less than all of your Laclede
Group shares and continue to receive cash dividends on your remaining
Laclede Group common stock.
* Make optional cash investments from a minimum of $100 per investment to a
maximum of $30,000 per year. Once additional shares are purchased, they
will automatically be enrolled in the dividend reinvestment part of the
plan.
* Convert your stock certificates into book-entry shares for safekeeping
purposes at no cost.
Note: You must already be a shareholder of The Laclede Group to participate
in the plan. You cannot purchase your shares through the plan, unless you are
already a shareholder of The Laclede Group.
UMB Bank, n.a. administers the plan and is referred to in this prospectus
as the agent of the plan. It may purchase shares of common stock either
directly from us as newly issued shares of common stock or treasury shares,
or from parties other than us either in the open market or in privately
negotiated transactions or through a combination of the above.
If the agent purchases shares of common stock directly from us, it will
pay a price equal to the average of the high and low sales prices for shares
of our common stock reported by the New York Stock Exchange on the applicable
purchase date, or, if no trading occurs in shares of common stock on the
applicable purchase date, the first trading day immediately preceding the
purchase date for which trades are reported.
If the agent purchases shares of common stock in the open market or in
privately negotiated transactions, then the purchase price to participants
will be equal to the weighted average purchase price paid by the agent for
those shares. The agent will purchase or commence the purchase of those
shares on the purchase date. You receive no discount on purchases under the
plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
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Please read this prospectus carefully and keep it and all account
statements for future reference.
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The date of this Prospectus is October 1, 2001.
TABLE OF CONTENTS
PAGE PAGE
---- ----
Where You Can Find More Information......... 2 Purchases............................... 9
The Company................................. 3 Reports to Participants................. 9
Forward Looking Information................. 4 Dividends............................... 10
Use of Proceeds............................. 5 Certificates for Shares................. 10
Description of The Laclede Group Dividend Sale of Shares.......................... 11
Reinvestment and Stock Purchase Plan....... 5
Transfer of Shares...................... 12
Purpose................................... 5
Termination............................. 12
Administration............................ 6
Other Information....................... 13
Participation............................. 6
Tax Responsibility...................... 14
Dividend Reinvestment..................... 7
Validity of The Laclede Group Common
Optional Cash Payments.................... 8 Stock.................................... 15
Costs..................................... 8
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement filed with the
Securities and Exchange Commission. We file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read
and copy any of these materials we file at the SEC's public reference room at
450 Fifth St., N.W., Washington, D.C. 20549. You may obtain information on
the operation of the SEC's public reference room by calling the SEC at
1-800-SEC-0330. Our filings with the SEC are also available to the public
over the Internet at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. This
prospectus incorporates by reference the documents set forth below that we
have previously filed or Laclede Gas Company previously filed with the SEC
prior to The Laclede Group becoming its parent holding company. We are also
incorporating by reference any future filings we make with the SEC pursuant
to sections 13(a), 13(c), 14 or 15(d) under the Securities Exchange Act of
1934 between the date of this prospectus and the date we sell all the common
stock covered by this prospectus. Any of those future filings will update,
supercede and replace information contained in any documents incorporated by
reference in this prospectus at the time of the future filings. These
documents contain important information.
* Laclede Gas Company Annual Report on Form 10-K for the year ended
September 30, 2000.
* Laclede Gas Company Current Reports on Form 8-K filed October 27, 2000,
January 25, 2001, April 20, 2001, April 26, 2001, May 18, 2001, June 22,
2001, July 6, 2001, July 27, 2001, August 16, 2001 and September
21, 2001.
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* Laclede Gas Company Quarterly Reports on Form 10-Q for the quarters
ended December 31, 2000, March 31, 2001, and June 30, 2001.
* The description of the common stock of The Laclede Group, Inc. contained
in the Company's registration statement on Form S-4 (No. 333-48794)
incorporated into the Company's Form 8-A effective October 1, 2001
registering the Company's common stock under the Securities Exchange
Act of 1934, including any amendment or report updating such
description.
* The description of our Preferred Share Purchase Rights contained in our
Form 8-A Registration Statement effective October 1, 2001, including
any amendment or report updating such description.
You can obtain any of the incorporated documents by contacting us or the
SEC. If you request such information in writing or by telephone, we will
provide to you, at no cost, a copy of any or all of the information
incorporated by reference in the registration statement of which this
prospectus is a part. Requests should be addressed to: The Laclede Group,
Inc., 720 Olive Street, Room 1517, St. Louis, MO 63101, telephone number
314-342-0873.
You should rely only on the information contained or incorporated by
reference in this prospectus. No one has been authorized to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to
sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this
prospectus, as well as information we filed with the SEC and incorporated by
reference, is accurate as of the date of those documents only. Our business,
financial conditions, and results of operations described in those documents
may have changed since those dates.
THE COMPANY
The Laclede Group, Inc. is the holding company for Laclede Gas Company
and its subsidiaries effective October 1, 2001. As of October 1, 2001 The
Laclede Group, Inc. owns all of the outstanding shares of common stock of
Laclede Gas and the subsidiaries formerly owned by Laclede Gas.
Laclede Gas Company is a public utility that has been in the gas
distribution business for over 150 years. Its service area includes the City
of St. Louis, St. Louis County, the City of St. Charles and parts of St.
Charles County, the town of Arnold, and parts of Jefferson, Franklin, St.
Francois, Ste. Genevieve, Iron, Madison and Butler Counties, all in Missouri.
Effective October 1, 2001, The Laclede Group also owns, directly or
indirectly, the stock of several other subsidiaries:
* Laclede Pipeline Company, which operates a propane pipeline that connects
Laclede Gas' propane storage facilities in St. Louis County, Missouri to
propane supply terminal facilities located at Wood River and Cahokia,
Illinois. Laclede Gas vaporizes the propane to supplement its natural gas
supply and meet the peak demands on the distribution system.
3
* Laclede Investment LLC, which invests in other enterprises and has made
loans to several joint ventures engaged in real estate development.
* Laclede Energy Resources, Inc., a wholly owned subsidiary of Laclede
Investment, which engages in non-utility efforts to market natural gas
and related activities.
* Laclede Gas Family Services, Inc., a wholly owned subsidiary of Laclede
Energy Resources, which is a registered insurance agency in the State
of Missouri, that promotes the sale of insurance products.
* Laclede Development Company, which participates in real estate developments,
primarily through joint ventures.
* Laclede Venture Corp., a wholly owned subsidiary of Laclede Development,
which offers services for the compression of natural gas to third parties
who desire to use or to sell compressed natural gas in vehicles.
FORWARD LOOKING INFORMATION
Some of the statements contained and incorporated in this prospectus are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The forward-looking statements relate to
anticipated financial performance, management's plans and objectives for
future operations, business prospects, outcomes of regulatory proceedings,
market conditions and other matters. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for forward-looking statements in various
circumstances. The following discussion is intended to identify important
factors that could cause future outcomes to differ materially from those set
forth in forward-looking statements. The forward-looking statements may be
identified by the use of such terms as "anticipate," "believe," "estimate,"
"expect," "intend," "plan," "seek," and similar expressions. You should not
place undue reliance on the forward-looking statements. They are based on
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. In addition to any assumptions and other factors
referred to specifically in connection with the forward-looking statements,
factors that could cause our actual results to differ materially from those
contemplated in any forward-looking statement include, among others, the
following:
* The effect of corporate restructuring
* Weather conditions and catastrophic events
* Changes in transportation and gas supply costs or availability
* Regulatory actions and initiatives of federal and state regulatory
agencies relative to Laclede Gas, some of which could be retroactive,
including those affecting:
* Financings
* Allowed rates of return
* Incentive regulation
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* Industry and rate structure
* Purchased gas adjustment provisions
* Franchise renewals
* Environmental or safety requirements
* Any industry restructuring or industry consolidation
* Conservation efforts of our customers
* Ability to obtain funds from operations or the sale of debt or equity to
finance necessary capital expenditures and other investments.
We do not, by including this statement, assume any obligation to review
or revise any particular forward-looking statement referenced herein in light
of future events.
USE OF PROCEEDS
We plan to use the net proceeds from any sale by us of newly issued or
treasury shares of common stock under the plan for general corporate
purposes, including investments in our subsidiaries and repayment of
borrowings used to finance the capital expenditures and operations of our
subsidiaries. We may also use the net proceeds for other purposes if we find
it necessary. If we do not use the net proceeds immediately, we will
temporarily invest them in short-term interest-bearing obligations.
DESCRIPTION OF THE LACLEDE GROUP
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The plan offers holders of the common stock of The Laclede Group with a
convenient and economical method of increasing their ownership of common
stock. To the extent that shares are purchased from us, we will receive funds
that will be used for investment in assets or for other general corporate
purposes.
2. WHAT ARE THE ADVANTAGES OF PARTICIPATING IN THE PLAN?
Participants pay no commissions or service charges for purchases of
common stock under the plan. (See question 13 regarding costs in connection
with participation under the plan.)
You may make optional cash payments without reinvesting any of your cash
dividends, except that the dividends on any shares purchased under the plan
will be reinvested until such time as you withdraw such shares from the plan
or you sell or transfer such shares.
Full reinvestment of dividend funds is possible under the plan because
the plan permits fractions of shares, as well as full shares, to be credited
to your account. Dividends on such fractions of, as well as on full, shares
will be credited to your account.
5
Safekeeping of shares credited to your account is assured since
certificates for such shares are not issued unless you so request.
You will receive regular statements of your account for recordkeeping.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The agent, UMB Bank, n.a., acts as your agent and keeps a record of your
account, sends statements of account to you and performs other duties
relating to the plan. The common stock purchased for your account is
registered in the name of the agent as custodian for you in the plan. If the
agent resigns, we will appoint another agent. You should send all
communications regarding the plan to the agent as follows:
UMB Bank, n.a.
P.O. Box 410064
Kansas City, Missouri 64141-0064
1-800-884-4225
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All our common stock shareholders are eligible to participate in the
plan. If you beneficially own shares held in the name of a nominee and you
wish to participate in the plan, you should contact your broker or bank for
information concerning participation.
5. HOW DO YOU ENROLL IN THE PLAN?
If you are a shareholder of record, you may join the plan by completing
the shareholder authorization form and returning it to the agent. You may
obtain the form by contacting the agent at the above address. If you are a
beneficial owner, you will need to contact your broker or bank.
6. WHEN CAN YOU JOIN THE PLAN?
You may join the plan at any time.
With regard to the dividend reinvestment feature,
(a) if the agent receives your authorization form on or before the record
date for the next dividend, the agent will invest the amount of that
dividend in additional shares of common stock;
(b) if the agent receives your authorization form after the record date
for a dividend, the immediate dividend will be paid to you in cash
and the dividend reinvestment will not start until payment of the
following dividend.
Our dividend payment dates typically are the first business day in January,
April, July and October and record dates typically are the eleventh day of
March, June, September, and December.
6
With regard to investing optional cash payments,
(a) if the agent receives your optional cash payment by the business day
before a purchase date, which is the first trading day of each month,
it will invest your payment in additional shares of our common stock
on the purchase date;
(b) if the agent does not receive your cash payment by the business day
before a purchase date, your purchases will start with the next
purchase date, which will usually be the first trading day in the
following month.
After enrolling to participate in the plan, all cash dividends on your
shares held under the plan, including all shares acquired through your
optional cash payments and all shares acquired under the plan's dividend
reinvestment feature, will be used to purchase additional shares under the
plan.
7. WHAT DOES AN AUTHORIZATION FORM AUTHORIZE?
The authorization form allows you to select a method of participation.
You may participate in the plan by selecting one of the following options:
(a) Full dividend reinvestment. This election will automatically reinvest
dividends on all shares of our common stock held by you. You may also
make optional cash payments.
(b) Partial dividend reinvestment. This election will automatically
reinvest dividends on the number of shares you designate and, if
desired, you may make optional cash payments.
(c) Optional cash payments only. Under this election, participants may
make optional cash payments.
The minimum for any optional cash payment is $100 per transaction and the
maximum for cash payments is an aggregate of $30,000 per year. Also, please
note that regardless of the option you select, the agent will reinvest cash
dividends paid on shares of our common stock obtained under the plan to
purchase additional shares of our common stock until you sell, transfer or
withdraw the shares from the plan. You may change your participation only by
submitting a new authorization form. You should send optional cash payments
directly to the agent with your check or money order payable to UMB Bank,
n.a.
DIVIDEND REINVESTMENT
8. HOW DOES DIVIDEND REINVESTMENT WORK?
If you elect to reinvest dividends, the agent will invest the dollar
amount of the dividends in our common stock for your account instead of
sending the dividends to you. Regardless of the method of participation
chosen, once you own or have enrolled shares through the plan, all cash
dividends on your shares held through the plan are automatically reinvested
in additional shares of our common stock.
9. WHEN WILL DIVIDENDS BE REINVESTED?
Dividends on common stock are normally paid on or about the first
business day of January, April, July and October. Shares acquired directly
from us will be invested as of the close of business on
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the dividend payment date. Shares acquired in the open market or from a third
party will be promptly purchased during the month beginning with the dividend
payment date and ending no later than the last trading day of that month. The
timing and conditions of purchases of shares acquired from the open market or
a third party are under the sole control of the agent. (See question 15 for
information on the price of common stock in which dividends are reinvested.)
Dividends are paid to shareholders of record on record dates established
by the board of directors. Generally those record dates are March 11, June
11, September 11 and December 11 of each year. These record dates may vary
due to weekends and holidays.
10. MAY A SHAREHOLDER REINVEST DIVIDENDS ON FEWER THAN ALL SHARES REGISTERED
IN THE SHAREHOLDER'S NAME?
Yes, partial reinvestment is available. However, dividends on all of the
shares obtained through dividend reinvestment will be reinvested.
OPTIONAL CASH PAYMENTS
11. HOW DO OPTIONAL CASH PAYMENTS WORK?
The option to make cash payments is available to our common stock
shareholders. Any number of optional cash payments may be made, but payments
may not be less than $100 per investment nor aggregate more than $30,000 per
year. The same amount of money need not be sent each time, and there is no
obligation to make any optional cash payment.
You may make an optional cash payment when enrolling by enclosing with
the authorization form a check or money order payable to UMB Bank, n.a., the
agent. You may also make an optional cash payment by using the remittance
form attached to your account statement from the agent.
12. WHEN WILL OPTIONAL CASH PAYMENTS BE INVESTED?
Shares will be purchased using the optional cash payments on the first
trading day of each month, for shares purchased directly from us. If the
agent purchases shares in the open market or from a third party, investments
will be made promptly and in no event later than the last day of the month.
(See question 15 for information on the price at which the shares are
purchased.)
If the agent receives an optional cash payment on or after a purchase
date, the agent will hold the payment until the next purchase date. For
example, if you mail your payment on February 26 and the agent receives your
check on March 2, the agent will invest your payment on April 1. You will not
be paid any interest on cash payments. We suggest that you send optional cash
payments to the agent at least ten business days before the first of a month.
COSTS
13. DO YOU INCUR ANY COSTS IF YOU PARTICIPATE IN THE PLAN?
We will pay all fees, commissions and expenses in connection with the
purchase of our shares of common stock under the plan. We will also pay all
costs of administering the plan, except when you sell or withdraw any shares
held in the plan. When you sell any shares under the plan or terminate
8
participation that results in the liquidation of a fractional share, your
proceeds will be reduced by an administrative charge and any applicable
brokerage commission. The administrative charge may change from time to time,
but as of the date of this prospectus it is $10.00.
PURCHASES
14. HOW MANY SHARES OF THE LACLEDE GROUP COMMON STOCK WILL YOU PURCHASE?
The number of shares you purchase depends on the amount of your dividend
(after deducting any required income tax withholding) on shares that you
designate to participate in the plan, any optional cash payments you make,
and the price of the shares purchased. Your account will be credited with
that number of shares, including partial shares reported to four decimal
points, equal to the total amount of your reinvested dividends plus the total
amount of your optional cash payment (if an optional cash payment is made),
divided by the purchase price of our common stock.
15. WHAT IS THE PRICE OF THE SHARES PURCHASED UNDER THE PLAN?
If the agent purchases shares of common stock from us, the price per
share will be the average of the high and low sales price for the common
stock on the relevant purchase date as shown by the New York Stock Exchange
report of composite transactions.
At our option, shares may be acquired in the open market or from a
private party rather than through original issue by us. The price per share
of shares acquired in the open market or from a private party will be the
weighted average cost per share of all shares so purchased for the relevant
purchase date.
These pricing methods apply to both the reinvestment of dividends and
optional cash payments.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL YOU RECEIVE?
You will receive from the agent at least a quarterly statement of your
account. If you make an optional cash payment, you will receive an updated
statement after your optional cash payment is invested.
In addition, you will receive from us or the agent copies of the same
communications sent to every holder of our common stock, including our annual
report to shareholders, notice of annual meeting of shareholders and proxy
statement, and IRS information reporting dividends paid (Form 1099-DIV).
YOU SHOULD KEEP YOUR STATEMENTS FOR INCOME TAX PURPOSES SINCE THE
STATEMENTS PROVIDE INFORMATION REGARDING THE COST BASIS OF SHARES THAT YOU
PURCHASE THROUGH THE PLAN. YOU WILL NEED THIS INFORMATION WHEN YOU SELL OR
TRANSFER THE SHARES IN A TAXABLE TRANSACTION. (SEE QUESTION 33.)
9
DIVIDENDS
17. WILL YOU BE CREDITED WITH DIVIDENDS ON WHOLE SHARES AND FRACTIONS
OF SHARES?
You will be credited with the amount of dividends attributable to whole
shares and fractions of shares in your account under the plan, and these
dividends will be reinvested.
18. WHAT HAPPENS IF YOUR DIVIDENDS ARE SUBJECT TO INCOME TAX WITHHOLDING?
If your dividends are subject to United States income tax withholding,
the agent will apply the net amount of your dividend, after the deduction of
taxes, to the purchase of our shares of common stock.
CERTIFICATES FOR SHARES
19. WILL THE AGENT ISSUE CERTIFICATES FOR THE SHARES OF COMMON STOCK YOU
PURCHASE?
You will not receive certificates for shares of common stock purchased
under the plan. Your statement of account will show the number of shares
credited to your account under the plan. This convenience protects against
loss, theft or destruction of stock certificates.
If you make a written request that a certificate be issued, the agent
will issue to you a certificate for any number of whole shares credited to
your account under the plan (whether purchased under the plan or deposited
with the agent for safekeeping). Your participation in the plan will not
terminate. However, if you are reinvesting your cash dividends only on shares
held in safekeeping for your account under the plan, the issuance of a
certificate for all of such shares will remove them from the plan, and the
cash dividends on such shares will not be reinvested thereafter. Any full
shares and fraction of a share not issued will continue to be credited to
your account and cash dividends on such shares will continue to be reinvested
in our common stock.
You may not pledge shares credited to your account under the plan as
collateral. If you want to pledge your shares, you must request that a
certificate for the shares be issued in your name.
The agent will not issue certificates for fractions of shares under any
circumstances.
20. HOW DOES SHARE SAFEKEEPING WORK?
At the time of enrollment in the plan, or at any later time, you may use
the plan's "share safekeeping" service to deposit any of your common stock
certificates for our stock in your possession with the agent. Shares
deposited will be credited to your account under the plan. Thereafter,
dividends on those shares will be reinvested until you sell, transfer or
withdraw the shares from the plan.
By using the plan's share safekeeping service, you no longer bear the
risk associated with loss, theft or destruction of stock certificates. Also,
you can sell or transfer shares deposited with the agent through the plan in
a convenient and efficient manner. (See questions 22 and 24.)
If you want to deposit your stock certificates with the agent, you must
complete and return to the agent, by registered, insured mail, the common
stock certificates you want to deposit along with a properly completed share
safekeeping form. It is recommended that you insure the certificates for at
least a value of 2% of the current market price of the stock as that is the
currently paid premium
10
charged by a bonding company to replace certificates if they are lost in the
mail. You should not endorse the certificates. Share safekeeping forms are
available from the agent.
21. IN WHOSE NAME WILL CERTIFICATES BE ISSUED?
Accounts under the plan are maintained in the name or names in which the
account was opened. Consequently, certificates for whole shares issued upon
the request of participants will be issued in the same name(s).
SALE OF SHARES
22. HOW DO YOU SELL SHARES HELD IN THE PLAN?
You may ask the agent to sell any number of shares, including fractional
shares, held in your account at any time by giving written instructions to
the agent. The agent will make the sale as soon as practicable after it
receives the request. If your account is in the name of more than one person,
each individual whose name is on the account must execute the request to sell
shares.
If you sell or withdraw all of your shares from the plan, your
participation in the plan will automatically terminate. To re-enroll in the
plan, you must follow the enrollment procedures and submit a new enrollment
form. (See question 5 for how to enroll.) Shares held outside of the plan may
not be sold through the plan.
If the agent receives instructions on or after an ex-dividend date but
before the related dividend payment date for the sale of
(a) all shares credited to your account, the agent will not process the
sale until after the dividend payment date; the dividends on the
shares will be reinvested on the dividend payment date, and the
shares purchased with the dividends will be included in the shares
sold; or
(b) less than all of your shares credited to your account, the agent will
process the sale as soon as practicable, and the dividend on the
shares that have been sold, as well as the dividend on the shares
remaining in the account, will be reinvested on the dividend payment
date and the shares purchased will be credited to your account.
The ex-dividend date is two business days before the record date.
23. HOW IS THE SALES PRICE OF PLAN SHARES DETERMINED?
The agent aggregates all requests to sell shares and then sells the total
share amount on the open market. Shares are sold weekly. The sales price will
not be known until the sale is completed and is based on the weighted average
of all shares sold during the selling period. Following the sale and allowing
for the settlement of the trade under the Securities and Exchange
Commission's rules, a check will be issued payable to the account owner(s)
for the net cash proceeds of the sale after a brokerage commission and
administrative charge is deducted. (See question 13 on costs.) The agent has
full discretion in all matters related to the sale, including the time of
sale and sales price. You cannot specify a price or a time at which to sell
your plan shares.
11
You should be aware that the stock price may rise or fall during the
period between the request for a sale, its receipt by the agent and the
ultimate sale on the open market. Instructions sent to the agent to sell
shares are irrevocable and may not be rescinded.
TRANSFER OF SHARES
24. MAY YOU ASSIGN OR TRANSFER ALL OR PART OF YOUR SHARES HELD IN THE PLAN
TO ANOTHER PERSON?
Yes. You may transfer the ownership of all or part of the shares held in
your plan account to another person, whether by gift, private sale or
otherwise, at any time. You must submit a properly completed and executed
stock assignment (stock power) to the agent. You may only transfer a whole
number of shares, unless the transfer is to another participant in the plan,
in which case you may transfer any number of shares, including fractional
shares. If you transfer all whole shares in your account and you do not
instruct the agent to sell any fractional shares nor to terminate
participation in the plan, any remaining fractional share will remain in your
account and dividends on the fractional shares and any optional cash payments
will be invested in our common stock. If you instruct the agent to sell the
fractional share, the agent will sell the fractional share and mail the
proceeds (less any sales commission and handling charge) directly to you.
(See question 13 for a discussion of costs.)
You must include the names, address and tax identification number of the
transferees as well as an executed stock assignment (stock power) with
medallion signature guarantee. Your signature and the signatures of any
co-owners on the assignment must correspond exactly with the names of the
account.
If the agent receives your instructions on or after an ex-dividend date
but before the related dividend payment date for the transfer of
(a) all shares credited to your plan account, the agent will not process
the transfer until after the dividend payment date. It will reinvest
the dividends on the dividend payment date and include the shares
purchased with the dividends in the shares transferred.
(b) less than all of your shares credited to your plan account, the agent
will process the transfer as soon as practicable, reinvest the
dividend on the shares remaining in your account on the dividend
payment date, and credit the shares purchased to your account.
The agent will issue a stock certificate for the shares transferred to
the transferees and mail information pertaining to the plan to the
transferees, unless the transferees already participate in the plan.
TERMINATION
25. HOW DO YOU TERMINATE YOUR PARTICIPATION IN THE PLAN?
You may terminate participation in the plan by notifying the agent, in
writing, that you want to terminate.
26. WHEN DOES YOUR NOTICE OF TERMINATION BECOME EFFECTIVE?
A notice of termination is normally effective when the agent receives it.
However, if the agent receives the notice on or after an ex-dividend date and
before the related cash dividend payment date,
12
the notice will be effective after that dividend payment date. The agent will
reinvest the dividends paid on the dividend payment date and any optional cash
payment, credit your account with any shares purchased and then process the
notice of termination.
After your termination from the plan, we will pay dividends in cash
directly to you unless you elect to reenroll in the plan.
27. HOW WILL CERTIFICATES FOR SHARES BE DISTRIBUTED TO YOU WHEN YOU TERMINATE
PARTICIPATION IN THE PLAN?
When you terminate participation in the plan, or if we terminate the
plan, the agent will issue a certificate for whole shares credited to your
account under the plan. The agent will mail to you a cash payment for any
fraction of a share, less any sales commission and administrative charge.
(See question 13 for costs.) Upon termination, you may ask the agent to sell
all of your shares, whole and fractional, credited to your account in the
plan, in which case you will not receive a certificate but will receive a
check for the net proceeds.
OTHER INFORMATION
28. WHAT HAPPENS WHEN YOU SELL OR TRANSFER A PORTION OF YOUR SHARES IN
THE PLAN?
If you are reinvesting the cash dividends on all of the shares of our
common stock registered in your name and you dispose of a portion of the
shares, the agent will continue to reinvest the dividends on the remaining
shares.
If you are reinvesting the cash dividends on a certain number of shares
of our common stock registered in your name and you dispose of some of those
shares, the agent will continue to reinvest the dividends on the remaining
shares up to the number of shares you originally authorized. For example, if
you authorized the agent to reinvest the cash dividends on 40 of your 100
shares, and you dispose of 25 shares through the plan, the agent would
continue to reinvest the cash dividends on 40 of your remaining 75 shares. If
instead you dispose of 75 shares, the agent would continue to reinvest the
cash dividends on all of the remaining 25 shares.
The agent will continue to reinvest the dividends on shares credited to
your account under the plan until you sell, transfer or withdraw the shares
or otherwise terminate your participation in the plan.
29. WHAT HAPPENS IF WE ISSUE A STOCK DIVIDEND, DECLARE A STOCK SPLIT OR HAVE A
RIGHTS OFFERING?
Any shares distributed by us as a stock dividend on shares credited to
your account, or upon any split of such shares, will be credited to your
account and held by the agent for safekeeping. Stock dividends distributed on
shares registered in your name that are not held by the agent under the plan,
as well as shares distributed on account of any split of such shares, will be
mailed directly to you. In a rights offering, your entitlement will be based
upon your total holdings, including shares credited to your account under the
plan. The agent will sell rights (except for any rights provided under any
shareholder rights plan) applicable to shares credited to you under the plan
and credit the proceeds as an optional cash payment to purchase shares of
common stock on the next purchase date.
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30. HOW WILL YOUR SHARES BE VOTED AT SHAREHOLDER MEETINGS?
We will mail you a proxy to vote all of your shares held in the plan. The
shares will be voted in the manner you direct in the proxy. If you do not
return the proxy or vote in person at the meeting, your shares will not be
voted.
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
We reserve the right to suspend, modify or terminate the plan at any
time. Notice of any such suspension, material modification or termination of
the plan will be sent to you. Termination of the plan will have the same
effect as if you had completely withdrawn from participation in the plan.
32. WHO INTERPRETS AND REGULATES THE PLAN?
We reserve the right to interpret and regulate the plan, as it deems
desirable or necessary. Neither we nor the agent, in administering the plan,
will be liable for any act done in good faith or for any omission to act in
good faith, including, without limitation, any act giving rise to a claim of
liability arising from (i) failure to terminate your account upon your death
prior to the receipt of written notice of such death; (ii) the times and
prices at which shares are purchased or sold for your account; or (iii)
fluctuations in the market price of our common shares.
Neither we nor the agent can assure a profit or protect against a loss on
the common stock purchased under the plan.
TAX RESPONSIBILITY
33. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN
THE PLAN?
For federal income tax purposes, you must include as taxable income the
amount of the cash dividend (before deduction of any required back-up
withholding) that you would have received if you had not reinvested the
dividend in our common stock. The information return (Form 1099-DIV) we send
to you and the Internal Revenue Service at year-end will report the total
amount of the dividends.
The tax basis per share for shares of our common stock you acquire
pursuant to the plan is equal to the purchase price per share, plus any
brokerage commission paid by us. Brokerage commissions paid by us on your
behalf in acquiring the stock are treated as distributions subject to income
tax in the same manner as dividends. The information return (Form 1099-DIV)
we send to you and the Internal Revenue Service at year-end will include the
brokerage commissions paid on your behalf during the year.
Your holding period for shares of our common stock acquired pursuant to
the plan will begin on the day following the purchase of such shares.
You will not recognize any taxable income when you request and receive
certificates for whole shares credited to your account.
You will recognize gain or loss when you sell or transfer shares in a
taxable transaction and, in the case of a fractional share, when you receive
a cash payment for a fraction of a share credited to your
14
account upon termination of participation in the plan. The amount of your gain
or loss will be the difference between the amount you receive for the shares or
fraction of a share and the tax basis of the shares or fraction of a share.
The federal income tax discussion set forth above is included for general
information only. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN AND THE SALE OR TRANSFER OF SHARES
PURCHASED UNDER THE PLAN.
VALIDITY OF THE LACLEDE GROUP COMMON STOCK
The validity of our original issue shares of common stock to be purchased
from us under the plan has been passed upon by Gerald T. McNeive, Jr., Senior
Vice President, Finance and General Counsel. As of July 31, 2001, he owned
4,015 shares of common stock.
15
THE LACLEDE GROUP, INC.
PROSPECTUS FOR
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
DATED OCTOBER 1, 2001
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. Indemnification of Officers and Directors
Section 351.355 of The General and Business Corporation Law of
Missouri provides as follows:
351.355.1. A corporation created under the laws of this state 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,
whether civil, criminal, administrative or investigative, other than an
action by or in the right of the corporation, by reason of the fact that he
or she 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 or
she acted in good faith and in a manner he or she 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
or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she
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
reasonable cause to believe that his or her conduct was unlawful.
2. The 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 or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he or she 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, and amounts paid in settlement actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issues or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his or her 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, despite the
adjudication of liability and in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
3. Except as otherwise provided in the articles of incorporation or
the bylaws, to the extent that director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the action, suit, or
proceeding.
4. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
this section. The determination shall be made
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by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit, or proceeding, or if such
a quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
by the shareholders.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of the action, suit, or proceeding as authorized by the board of directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized in this section.
6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws or any agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have the
power to give any further indemnity, in addition to the indemnity authorized
or contemplated under other subsections of this section, including subsection
6, to any person who is or was a director, officer, employee or agent, or to
any person who 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, provided such further indemnity is
either (i) authorized, directed, or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or
(ii) is authorized, directed, or provided for in any bylaw or agreement of
the corporation which has been adopted by a vote of the shareholders of the
corporation, and provided further that no such indemnity shall indemnify any
person from or on account of such person's conduct which was finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Nothing in this subsection shall be deemed to limit the power of
the corporation under subsection 6 of this section to enact bylaws or to
enter into agreements without shareholder adoption of the same.
8. The corporation may purchase and maintain insurance on behalf
of any person who 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 any liability asserted
against him and incurred by him in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
9. Any provision of this chapter to the contrary notwithstanding,
the provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies, insurance
companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "THE CORPORATION"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or
was a director, officer, employee or agent of such a constituent corporation
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of
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another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he or she would if he or
she had served the resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "OTHER ENTERPRISE" shall
include employee benefit plans; the term "FINES" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and the
term "SERVING AT THE REQUEST OF THE CORPORATION" shall include any service as
a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.
The Registrant's Articles provide that it shall indemnify each of
its directors and officers to the full extent permitted by the Indemnification
Statute and, in addition, shall indemnify each of them against all expenses
incurred in connection with any claim by reason of the act that such director
or officer is or was, serving the Registrant, or at its request, in any of
the capacities referred to in the Indemnification Statute, or arising out of
such person's status in any such capacity, provided that the Registrant shall
not indemnify any person from or on account of such person's conduct that was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct, or to the extent that such indemnification shall
otherwise be finally adjudged to be prohibited by applicable law.
The Registrant has also entered into indemnification agreements with
each of its directors and officers that (1) provide for the indemnification
of each such director and officer to the extent provided for by the Articles
as described above and (2) state that the indemnification provided thereunder
shall survive the elimination or modification of the Articles with respect to
claims that have arisen prior to such elimination or modification.
The Registrant has obtained insurance protecting the officers and
directors against certain liabilities.
The rights of indemnification provided for above are not exclusive
of any other rights of indemnification to which the persons seeking
indemnification may be entitled under the Registrant's Articles or Bylaws or
any agreement, vote of stockholders or disinterested directors, or otherwise.
Item 16. Exhibits
Reference is made to the Exhibit Index filed as a part of
this Post-Effective Amendment No. 1 to the Registration Statement.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
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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. 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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
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.
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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 filed offering
thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Louis, and State of Missouri, on September 27, 2001.
THE LACLEDE GROUP, INC.
By: /s/ Douglas H. Yaeger
---------------------------
Douglas H. Yaeger
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ D. H. Yaeger
---------------------- Chairman of the Board, President, September 27, 2001
(D. H. Yaeger) Chief Executive Officer and
Director
/s/ G. T. McNeive, Jr.
---------------------- Senior Vice President-Finance and September 27, 2001
(G. T. McNeive, Jr.) General Counsel (Principal
Financial and Accounting Officer)
* Director September 27, 2001
----------------------
(A. B. Craig, III)
* Director September 27, 2001
----------------------
(H. Givens)
* Director September 27, 2001
----------------------
(C. R. Holman)
* Director September 27, 2001
----------------------
(R. C. Jaudes)
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* Director September 27, 2001
----------------------
(W. S. Maritz)
* Director September 27, 2001
----------------------
(W. E. Nasser)
* Director September 27, 2001
----------------------
(R. P. Stupp)
* Director September 27, 2001
----------------------
(M. A. VanLokeren)
*By: /s/ Mary C. Kullman
-------------------
Mary C. Kullman
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit
Number
4(a)* Articles of Incorporation of the Registrant (incorporated by reference
to Appendix B to the Proxy Statement and Prospectus in Part I of the
Registration Statement on Form S-4 of the Registrant (Reg. No.
333-48794 filed on October 27, 2000))
4(b)* Bylaws of the Registrant (incorporated by reference to Appendix C
to the Proxy Statement and Prospectus in Part I of the Registration
Statement on Form S-4 of the Registrant (Reg. No. 333-48794 filed on
October 27, 2000))
5 Opinion of Company Counsel as to legality
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
*Incorporated by reference
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