1
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/ x / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-1822
LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
2
Financial Statements and Exhibit
Page No.
(a) Financial Statements
Table of Contents F-1
Independent Auditors' Report F-2
Statements of Net Assets Available for
Benefits as of September 30, 1993 and 1992 F-3
Statements of Changes in Net Assets
Available for Benefits for the Years
Ended September 30, 1993 and 1992 F-4
Notes to Financial Statements F-5 - F-9
Supplemental Schedule 1 - Schedule of
Assets Held for Investment Purposes
at September 30, 1993 F-10
Supplemental Schedule 5 - Schedule of
Reportable Transactions in Excess of Five
Percent of the Current Value of Plan Assets
for the Year Ended September 30, 1993 F-11
(b) Exhibit
Consent of Independent Public Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
- ----------------------------
(Registrant)
/ s / ROBERT J. CARROLL
-------------------------------
Robert J. Carroll
Senior Vice President - Finance
Date: March 23, 1994
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Laclede Gas Company
Salary Deferral Savings Plan
Financial Statements for the Years Ended September 30, 1993 and 1992,
Supplemental Schedules for the Year Ended September 30, 1993 and Independent
Auditors' Report
4
Laclede Gas Company
Salary Deferral Savings Plan
Table of Contents Page
Independent Auditors' Report 1
Financial Statements as of September 30, 1993 and 1992 and for
the Years Then Ended:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Nets Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Supplemental Schedules as of September 30, 1993 and for the Year
Then Ended:
Schedule 1 - Schedule of Assets Held for Investment Purposes 9
Schedule 5 - Schedule of Reportable Transactions 10
As to the other information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, Schedules 2, 3 and 4 are omitted because of the absence
of conditions under which they are required.
F-1
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INDEPENDENT AUDITORS' REPORT
To Laclede Gas Company Salary Deferral Savings Plan:
We have audited the accompanying financial statements of Laclede Gas Company
Salary Deferral Savings Plan as of September 30, 1993 and 1992 and for the
years then ended, listed in the Table of Contents. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of September
30, 1993 and 1992, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to auditing procedures
applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
-----------------
Deloitte & Touche
January 14, 1994
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Laclede Gas Company
Salary Deferral Savings Plan
Statements of Net Assets Available for Benefits
September 30, 1993 and 1992
1993 1992
----------- -----------
CASH $ 3,276 $ 2
----------- -----------
INVESTMENTS:
Laclede Gas Company Common Stock 9,920,213 7,585,471
Boatmen's Collective Employee Benefit Trust
Fund I 4,604,887 3,266,656
Boatmen's Collective Employee Benefit Trust
Fund Intermediate Plus 2,018,268 1,403,929
Boatmen's Collective Employee Benefit Trust
Fund S 3,799,029 4,468,986
Loans to Participants 902,289 747,365
----------- -----------
Total Investments 21,244,686 17,472,407
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ACCOUNTS RECEIVABLE:
Employee Contributions 129,444 120,234
Employer Contributions 46,364 44,457
Transfers from other plans 1,691
----------- ----------
Total Receivables 175,808 166,382
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ACCRUED INCOME 133,203 136,839
----------- -----------
TOTAL ASSETS 21,556,973 17,775,630
----------- -----------
ACCOUNTS PAYABLE:
Pending Purchase (60,000)
Benefit Distributions (43,813)
----------- -----------
Total Payables (60,000) (43,813)
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NET ASSETS AVAILABLE FOR BENEFITS $21,496,973 $17,731,817
=========== ===========
<FN>
See notes to financial statements.
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Laclede Gas Company
Salary Deferral Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended September 30, 1993 and 1992
1993 1992
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CONTRIBUTIONS:
Employee $ 1,445,857 $ 1,335,016
Employer 514,833 388,189
----------- -----------
1,960,690 1,723,205
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TRANSFERS:
From other funds 905,214 910,752
From other plans 242,860 250,682
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1,148,074 1,161,434
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INVESTMENT INCOME:
Interest 238,499 223,526
Dividends 497,355 462,217
Other income 10,365
Net appreciation in fair value of investments 3,062,398 779,604
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3,808,617 1,465,347
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ADJUSTMENT TO RECORD LOANS TO PARTICIPANTS 788,535
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TOTAL ADDITIONS 6,917,381 5,138,521
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TRANSFERS:
To other funds 905,214 910,752
To other plans 19,948 37,721
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925,162 948,473
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DISTRIBUTIONS TO PARTICIPANTS 2,227,063 1,454,215
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TOTAL DEDUCTIONS 3,152,225 2,402,688
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NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 3,765,156 2,735,833
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 17,731,817 14,995,984
----------- -----------
END OF YEAR $21,496,973 $17,731,817
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<FN>
See notes to financial statements.
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Laclede Gas Company
Salary Deferral Savings Plan
Notes to Financial Statements
Years Ended September 30, 1993 and 1992
1. Summary of Significant Accounting Policies
The accompanying financial statements of the Laclede Gas Company Salary
Deferral Savings Plan (the "Plan") have been prepared on the accrual basis.
The Plan's investments are stated at the market value of the underlying
assets, which are determined by quoted market prices. Realized gains or
losses on security transactions are determined using the average cost method.
2. Information Regarding the Plan
The following description pertains to the Plan as in effect during the years
ended September 30, 1993 and 1992.
To be eligible to participate in the Plan, an employee must complete one year
of service and attain the age of 21 or over. Employees who are members of
collective bargaining units are not eligible to participate in the Plan.
The cost of Plan administration is paid by Laclede Gas Company (the
"Company").
The Plan provides for voluntary employee contributions expressed as a
percentage of compensation or in even dollar or half-dollar amounts or any
multiple thereof or any combination of percentage or dollar or half-dollar
amounts, up to 12% of the participant's compensation, plus an additional
$12.50 per month. Effective May 1, 1992, employee contributions are matched
up to 2-1/2% of the participant's compensation; prior to that date, employee
contributions were matched up to 1-1/2% of compensation. Total contributions
may not exceed the limitations on deferrals under Section 402 of the Internal
Revenue Code (as such limitation is or may be adjusted by Section 415(d)) for
an individual's taxable year.
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Employees may change the amount of their contribution periodically. All
contributions are immediately 100% vested.
Contributions to the Plan are invested in one or more of four investment funds
at the option of the employee. A minimum of 25% of the employee's
contribution must be directed into each fund utilized.
Participants are able to obtain loans of defined amounts from their accounts,
subject to approval by the Plan Administrator.
Distributions are generally made to participants upon retirement, termination
of employment, death, or total and permanent disability. Participants aged
59-1/2 years or older may elect a distribution of their entire account.
Distributions ordinarily are made in single lump-sum cash payments; however,
participants in the Laclede Gas Company Stock Fund may elect to receive their
distribution in the form or shares, with the value of fractional shares
distributed in cash. Active employees who suffer a financial hardship and
cannot obtain funds from other resources, including a loan from the Plan, may
apply for a hardship withdrawal. Hardship withdrawals are subject to approval
by the Plan Administrator and are limited to the employees' elective
deferrals, plus related earnings as of December 31, 1988, less amounts
previously distributed due to hardship.
Additional information regarding the various funds as of September 30, 1993
and 1992 is presented below:
Laclede Gas Company Stock Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 10,681.42 units (cost and market value - $10,681)
1992 - 17,957 units (cost and market value - $17,957)
(b) Laclede Gas Company Common Stock
1993 - 199,903.528 shares (cost - $6,077,787, market value - $9,920,213)
1992 - 202,955.754 shares (cost - $5,580,071, market value - $7,585,471)
F-6
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Net Appreciation in Fair Value of Investments:
1993 1992
Change in Unrealized Appreciation $2,156,548 $ 303,579
Realized Gain/(Loss) on Sale 225,201 25,139
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Net Appreciation of Investments $2,381,749 $ 328,718
========== ==========
Number of Participants:
1993 - 459
1992 - 456
Equity Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 76,621.91 units (cost and market value - $76,622)
1992 - 103,848 units (cost and market value - $103,848)
(b) Boatmen's Collective Employee Benefit Trust Fund I
1993 - 53,034.597 units (cost - $3,372,994, market value - $4,604,887)
1992 - 42,493 units (cost - $2,503,235, market value - $3,266,656)
Net Appreciation in Fair Value of Investments:
1993 1992
Change in Unrealized Appreciation $ 468,473 $ 294,178
Realized Gain/(Loss) on Sale - -
---------- ----------
Net Appreciation of Investments $ 468,473 $ 294,178
========== ==========
Number of Participants:
1993 - 375
1992 - 358
F-7
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Fixed Income Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 44,678.96 units (cost and market value - $44,679)
1992 - 25,328 units (cost and market value - $25,328)
(b) Boatmen's Collective Employee Benefit Trust Fund Intermediate Plus
1993 - 189,798.181 units (cost - $1,510,993, market value - $2,018,268)
1992 - 3,054 units (cost - $1,108,830, market value - $1,403,929)
Net Appreciation in Fair Value of Investments:
1993 1992
Change in Unrealized Appreciation $ 212,176 $ 153,704
Realized Gain/(Loss) on Sale - 3,004
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Net Appreciation of Investments $ 212,176 $ 156,708
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Number of Participants:
1993 - 234
1992 - 215
Money Market Fund:
Investments:
Boatmen's Collective Employee Benefit Trust Fund S
1993 - 3,667,046.64 units (cost and market value - $3,667,047)
1992 - 4,321,853 units (cost and market value - $4,321,853)
Net Appreciation in Fair Value of Investments:
Money market funds do not experience unrealized appreciation or
depreciation, realized gains or realized losses.
F-8
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Number of Participants:
1993 - 273
1992 - 316
The foregoing description is provided for informational purposes only and in
case of conflict or discrepancy with the Plan text, the text governs.
3. Distributions Payable
As of September 30, 1993, distributions payable to Plan participants amounted
to $175,808.
4. Tax Status
The Plan qualifies as a cash or deferred arrangement under Section 401(k) of
the Internal Revenue Code. The Company has received a determination letter
from the Internal Revenue Service that the Plan qualifies as a tax-exempt
plan, subject to periodic review of the Plan provisions. As such, the Plan
will not be subject to tax under income tax laws, and contributions and
earnings will not be taxable to participants until such amounts are withdrawn
or received in a distribution.
F-9
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Laclede Gas Company
Salary Deferral Savings Plan
Supplemental Schedule 1
Schedule of Assets Held for Investment Purposes at September 30, 1993
(a) (b)(c) (d) (e)
Description Cost Current Value
Laclede Gas Company Stock Fund:
10,681.42 units of Boatmen's
Collective Employee Benefit Trust
Fund S $ 10,681 $ 10,681
199,903.528 Shares of Laclede
Gas Company Common Stock 6,077,787 9,920,213
Equity Fund:
76,621.91 units of Boatmen's
Collective Employee Benefit Trust
Fund S 76,622 76,622
53,034.597 units of Boatmen's
Collective Employee Benefit Trust
Fund I 3,372,994 4,604,887
Fixed Income Fund:
44,678.96 units of Boatmen's
Collective Employee Benefit Trust
Fund S 44,679 44,679
189,798.181 units of Boatmen's
Collective Employee Benefit Trust
Fund Intermediate Plus 1,510,993 2,018,268
Money Market Fund:
3,667,046.64 units of Boatmen's
Collective Employee Benefit
Trust Fund S 3,667,047 3,667,047
Loans to Participants
7.00% - 11.50% 902,289
F-10
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Laclede Gas Company
Salary Deferral Savings Plan
Supplemental Schedule 5
Schedule of Reportable Transactions - Year Ended September 30, 1993
(e)(f)
(a)(b) (c) (d) (g)(h) (i)
AGGREGATE REALIZED
NO. OF NO. OF $ VALUE $ VALUE GAIN
DESCRIPTION OF ASSET PURCHASES SALES OF PURCHASES OF SALES ON SALE
- -------------------- --------- ------ ------------ ---------- ------ --------
Laclede Gas Company
Common Stock 30 25 $1,764,245 $1,594,608 $225,201
Boatmen's Collective
Employee Benefit
Trust Fund S 132 140 4,540,886 5,210,843
F-11
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Exhibit to Form 11-K (Salary Deferral Savings Plan)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
38413 on Form S-8 of our report dated January 14, 1994, appearing in the
Annual Report on Form 11-K of Laclede Gas Company Salary Deferral Savings Plan
for the year ended September 30, 1993.
/s/ DELOITTE AND TOUCHE
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Deloitte and Touche
March 22, 1994