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 October 31, 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
MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY
DUAL 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 October 31, 1993 and 1992 F-3
Statements of Changes in Net Assets
Available for Benefits for the Years
Ended October 31, 1993 and 1992 F-4
Notes to Financial Statements F-5 - F-12
Supplemental Schedule 1 - Schedule of
Assets Held for Investment Purposes
at October 31, 1993 F-13
Supplemental Schedule 5 - Schedule of
Reportable Transactions in Excess of Five
Percent of the Current Value of Plan Assets
for the Year Ended October 31, 1993 F-14
(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.
MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
- -------------------------------------
(Registrant)
/ s / PETER J. PALUMBO, JR.
-------------------------------------
Peter J. Palumbo, Jr.
Vice President - Industrial Relations
Date:
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Financial Statements for the Years Ended October 31, 1993 and 1992,
Supplemental Schedules for the Year Ended October 31, 1993 and Independent
Auditors' Report
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Table of Contents Page
Independent Auditors' Report 1
Financial Statements as of October 31, 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 - 11
Supplemental Schedules as of October 31, 1993 and for the Year
Then Ended:
Schedule 1 - Schedule of Assets Held for Investment Purposes 12
Schedule 5 - Schedule of Reportable Transactions 13
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 the Dual Savings Plan Committee of the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan:
We have audited the accompanying statements of net assets available for
benefits (modified cash basis) of Missouri Natural Gas Division of Laclede Gas
Company Dual Savings Plan (the "Plan") as of October 31, 1993 and 1992, and
the related statements of changes in net assets available for benefits
(modified cash basis) for the years then ended. 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.
As described in Note 1 to the financial statements, these financial statements
were prepared on a modified cash basis, which is a comprehensive basis of
accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at October 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended on the basis of accounting described in Note 1.
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 the auditing procedures
applied in our audit of the basic 1993 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
March 25, 1994
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Statements of Net Assets Available for Benefits
October 31, 1993 and 1992
1993 1992
----------- -----------
INVESTMENTS - At market value:
Laclede Gas Company Common Stock $ 94,646 $ 39,364
(cost - 1993, $77,642; 1992, $34,694)
Common stock - Boatmen's Collective
Employee Benefit Trust Fund E
(cost - 1993, $50,213; 1992, $33,951) 76,255 55,487
Fixed income items - Boatmen's Collective
Employee Benefit Trust Fund F
(cost - 1993, $121,918; 1992, $104,544) 174,356 138,409
Short-Term items - Boatmen's Collective
Employee Benefit Trust Fund S
(at cost, which approximates market) 203,283 195,379
Temporary cash investments (at cost, which
approximates market) 184 289
Loans to participants 7,264 4,721
----------- -----------
Total Investments 555,988 433,649
CASH 0 2
PENDING SALES RECEIVABLE 5,005 0
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 560,993 $ 433,651
=========== ===========
<FN>
See notes to financial statements.
F-3
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended October 31, 1993 and 1992
1993 1992
----------- -----------
CONTRIBUTIONS:
Employer $ 48,519 $ 32,736
Employee 123,186 83,274
Transfers from other funds 15,632 1,009
Investment income 10,590 11,091
Net appreciation in fair value of investments 51,859 24,212
----------- -----------
Total 249,786 152,322
----------- -----------
Withdrawals by participants or beneficiaries 101,172 111,025
Transfers:
To other funds 15,632 1,009
To other plans 5,640 17,033
----------- -----------
Total 122,444 129,067
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 127,342 23,255
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF PERIOD 433,651 410,396
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF PERIOD $ 560,993 $ 433,651
=========== ===========
<FN>
See notes to financial statements.
F-4
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Notes to Financial Statements
Years Ended October 31, 1993 and 1992
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - Except that securities investments are accounted for at
market value, the financial statements of the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan ("Plan") generally have been prepared on
the basis of cash receipts and disbursements; consequently, certain revenues
are recognized when received rather than when earned, and certain expenses are
recognized when paid rather than when incurred. Such practice is not in
accordance with generally accepted accounting principles but is an acceptable
method of reporting under the requirements of the Department of Labor.
Plan Assets - Assets of the Plan are maintained in trust with Boatmen's Trust
Company, the Plan trustee. Once placed in trust, assets may be withdrawn only
for the following purposes: refunding employee contributions; payment of
vested employer contributions to employees withdrawing from the Plan,
suffering a financial hardship, or after attaining age 59-1/2; distributions
resulting from death, retirement, disability or termination of employment.
All payments made from the trust require approval of the Dual Savings Plan
Committee of the Missouri Natural Gas Division of Laclede Gas Company
("Company"). The fees arising from services provided by the trustee are paid
by Laclede Gas Company, the Plan sponsor.
Investments - Investments in collective funds are stated at the market value
of the underlying securities, which is determined by quoted market prices.
Responsibility for setting investment policy and making investment decisions
rests with the Plan trustee; however, the Dual Savings Plan Committee may
disapprove such decisions.
The net change in fair market value is reflected in the statement of changes
in net assets. Security transactions are recorded on the settlement date,
which is generally five business days after the trade date.
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2. DESCRIPTION OF THE PLAN
The Plan was established on April 15, 1989 and is subject to the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is administered by
the Dual Savings Plan Committee which is a three-member committee appointed by
the Laclede Gas Company Board of Directors. The Plan is a contributory,
defined contribution plan covering employees of the Missouri Natural Gas
Division who are members of a collective bargaining unit, have completed one
year of service and elect to participate as of any November 1 or May 1.
Prior to April 11, 1993, employees could elect post-tax or pre-tax payroll
deductions in amounts of 2%, 3% or 4% of their annual rate of compensation;
effective April 11, 1993, employees could contribute 2%, 3%, 4%, 5% or 6% of
annual compensation. Employer contributions are made in an amount equal to
50% of such employee contributions. In addition, each employee may elect to
make additional deposits of up to 6% of his earnings in any Plan year. These
deposits may be post-tax, pre-tax or a combination thereof but are not matched
by employer contributions.
Post-tax contributions are invested in Investment Fund accounts with the Plan
trustee as follows:
Equity Fund - Boatmen's Collective Employee Benefit Trust Fund E
Fixed Income Fund - Boatmen's Collective Employee Benefit Trust Fund F
Short-term Fund - Boatmen's Collective Employee Benefit Trust Fund S
Post-tax contributions are invested 50% or 100% in one or two of the three
funds as designated by the employee. Pre-tax deposits may be invested as
described above for post-tax deposits, or 50% in the common stock of Laclede
Gas Company and 50% as described above for post-tax deposits, or 100% in the
common stock of Laclede Gas Company. Employees have an annual option to
change the Fund allocations for their pre-tax deposits.
F-6
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Withdrawals require thirty days advance notice, and the amount available
depends on the type of account, post-tax or pre-tax. Withdrawal of the vested
portion of the post-tax match account is permitted if the employee has been on
layoff at least six months or has a financial need. Withdrawal from the post-
tax match account for other reasons is limited to the portion which is vested
and attributable to employer contributions that have been in the Plan between
two and four years. If withdrawal from the post-tax account results in
forfeiture of the Company match and earnings thereon, the forfeited amount
will be restored if repayment is made within five years of the withdrawal.
Withdrawals from the pre-tax match account are limited to employees who are at
least age 59-1/2 or have incurred a financial hardship which cannot be
relieved by a loan from the Plan. Employees making withdrawals of
contributions for the current Plan year may not contribute for the balance of
the Plan year.
Employees are able to obtain loans of defined amounts from their pre-tax
accounts, subject to approval by the Dual Savings Plan Committee.
In the event of termination of the Plan, each participant's Company
contribution account and participant's contribution account shall become fully
vested and thereafter not subject to forfeiture and, after payment of
necessary expenses, shall be distributed to the participant.
The Plan Administrator has received a determination letter from the Internal
Revenue Service that the Plan, as amended, is qualified under Section 401(a)
of the Internal Revenue Code.
If any discrepancy between the preceding summary and the Plan document arises,
the terms of the Plan document will govern.
3. FUNDING
Company contributions to the Plan are paid to the trustee on a monthly basis
and are computed based on 50% of the employee contribution up to 6% of
compensation. Prior to April 11, 1993, the Company contributed 50% of the
employee contribution up to 4% of compensation.
Additional information regarding the various funds as of October 31, 1993 and
1992 is presented below:
F-7
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Laclede Gas Company Stock Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 41.86 units (cost and market value - $42)
1992 - 30 units (cost and market value - $30)
(b) Laclede Gas Company Common Stock
1993 - 1,961.584 shares (cost - $77,642, market value - $94,646)
1992 - 1,056.754 shares (cost - $34,694, market value - $39,364)
Net Appreciation in Fair Value of Investments:
1993 1992
Unrealized Appreciation $ 13,199 $ 297
Realized Gain/(Loss) on Sale 683 (30)
---------- ----------
Net Appreciation of Investments $ 13,882 $ 267
========== ==========
Number of Participants:
1993 - 21
1992 - 5
Equity Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 24.13 units (cost and market value - $24)
1992 - 32 units (cost and market value - $32)
(b) Boatmen's Collective Employee Benefit Trust Fund E
1993 - 920.521 units (cost - $50,213, market value - $76,255)
1992 - 781 units (cost - $33,951, market value - $55,487)
F-8
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Net Appreciation in Fair Value of Investments:
1993 1992
Unrealized Appreciation $ 8,694 $ 8,016
Realized Gain/(Loss) on Sale 687 1,039
---------- ----------
Net Appreciation of Investments $ 9,381 $ 9,055
========== ==========
Number of Participants:
1993 - 22
1992 - 11
Fixed Income Fund:
Investments:
(a) Boatmen's Collective Employee Benefit Trust Fund S
1993 - 118.20 units (cost and market value - $118)
1992 - 227 units (cost and market value - $227)
(b) Boatmen's Collective Employee Benefit Trust Fund F
1993 - 17,236.087 units (cost - $121,918, market value - $174,356)
1992 - 1,272 units (cost - $104,544, market value - $138,409)
Net Appreciation in Fair Value of Investments:
1993 1992
Unrealized Appreciation $ 28,593 $ 14,693
Realized Gain/(Loss) on Sale 2 197
---------- ----------
Net Appreciation of Investments $ 28,595 $ 14,890
========== ==========
Number of Participants:
1993 - 36
1992 - 25
F-9
13
Short-term Fund:
Investments:
Boatmen's Collective Employee Benefit Trust Fund S
1993 - 203,283.03 units (cost and market value - $203,283)
1992 - 195,379 units (cost and market value - $195,379)
Net Appreciation in Fair Value of Investments:
There is no unrealized appreciation, depreciation, realized gains or
losses on short-term funds.
Number of Participants:
1993 - 40
1992 - 36
4. ADDITIONAL INFORMATION BY FUND
Net assets available for benefits by fund are as follows:
October 31
1993 1992
Laclede Gas Company Stock Fund $ 94,688 $ 39,395
Boatmen's Collective Employee
Benefit Trust Fund E 81,284 55,519
Boatmen's Collective Employee
Benefit Trust Fund F 174,474 138,636
Boatmen's Collective Employee
Benefit Trust Fund S 203,283 195,380
Loans to Participants 7,264 4,721
--------- ---------
Net Assets Available for Benefits $ 560,993 $ 433,651
========= =========
F-10
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Changes in net assets available for benefits by fund are as follows:
..............Year Ended October 31, 1993..................
Boatmen's Boatmen's Boatmen's
Laclede Gas Coll. Emp. Coll. Emp. Coll. Emp.
Company Ben. Trust Ben. Trust Ben. Trust
Stock Fund Fund E Fund F Fund S Total
Contributions $ 36,910 $ 23,182 $ 51,363 $ 60,250 $ 171,705
Net transfers 8,996 (1,511) (7,391) (5,734) (5,640)
Net income 17,582 9,506 28,733 6,628 62,449
Withdrawals (10,097) (6,151) (37,868) (47,056) (101,172)
--------- --------- --------- --------- ---------
Increase in Net
Assets Available
for Benefits $ 53,391 $ 25,026 $ 34,837 $ 14,088 $ 127,342
========= ========= ========= ========= =========
..............Year Ended October 31, 1992..................
Boatmen's Boatmen's Boatmen's
Laclede Gas Coll. Emp. Coll. Emp. Coll. Emp.
Company Ben. Trust Ben. Trust Ben. Trust
Stock Fund Fund E Fund F Fund S Total
Contributions $ 10,857 $ 10,296 $ 34,402 $ 60,455 $ 116,010
Net transfers (2,969) (353) (9,164) (4,547) (17,033)
Net income 2,449 9,119 15,001 8,734 35,303
Withdrawals (803) (13,843) (37,411) (58,968) (116,025)
--------- --------- --------- --------- ---------
Increase in Net
Assets Available
for Benefits $ 9,534 $ 5,219 $ 2,828 $ 5,674 $ 23,255
========= ========= ========= ========= =========
F-11
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5. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available for
benefits are summarized as follows:
October 31
1993 1992
Laclede Gas Company Stock Fund $ 94,646 $ 39,364
Boatmen's Collective Employee
Benefit Trust Fund E 76,255 55,487
Boatmen's Collective Employee
Benefit Trust Fund F 174,356 138,409
Boatmen's Collective Employee
Benefit Trust Fund S 203,283 195,379
6. SIGNIFICANT TRANSACTIONS WITH TRUSTEE
The Plan trustee invests certain of the Plan's assets in Boatmen's Trust
Company fixed income, common stock and short-term funds. Such investments are
expressly permitted by the trust agreement between the Company and the
trustee.
F-12
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Supplemental Schedule 1
Schedule of Assets Held for Investment Purposes at October 31, 1993
Description Cost Current Value
Laclede Gas Company Stock Fund:
41.86 units of Boatmen's
Collective Employee Benefit
Trust Fund S $ 42 $ 42
1,961.584 Shares of Laclede
Gas Company Common Stock 77,642 94,646
Equity Fund:
24.13 units of Boatmen's
Collective Employee Benefit
Trust Fund S 24 24
920.251 units of Boatmen's
Collective Employee Benefit
Trust Fund E 50,213 76,255
Fixed Income Fund:
118.20 units of Boatmen's
Collective Employee Benefit
Trust Fund S 118 118
17,236.087 units of Boatmen's
Collective Employee Benefit
Trust Fund F 121,918 174,356
Short-Term Fund:
203,283.03 units of Boatmen's
Collective Employee Benefit
Trust Fund S 203,283 203,283
Loans to Participants
7.50% - 9.50% 7,264
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MISSOURI NATURAL GAS DIVISION OF
LACLEDE GAS COMPANY DUAL SAVINGS PLAN
Supplemental Schedule 5
Schedule of Reportable Transactions - Year Ended October 31, 1993
SINGLE TRANSACTIONS AMOUNT
- ------------------- ------
PURCHASES
Boatmen's Collective Employee Benefit Trust Fund S $34,385
SALES
Boatmen's Collective Employee Benefit Trust Fund S 47,057
Boatmen's Collective Employee Benefit Trust Fund S 37,868
Boatmen's Collective Employee Benefit Trust Fund F 37,867
SERIES OF SECURITIES OF SAME ISSUE
- ----------------------------------
.......AGGREGATE....... REALIZED
NO. OF NO. OF $ VALUE $ VALUE GAIN
DESCRIPTION OF ASSET PURCHASES SALES OF PURCHASES OF SALES ON SALE
- -------------------- --------- ------ ------------ ---------- --------
Boatmen's Collective
Employee Benefit
Trust Fund E 25 3 $ 25,711 $ 13,386 $ 687
Boatmen's Collective
Employee Benefit
Trust Fund F 24 2 52,627 40,589 2
Boatmen's Collective
Employee Benefit
Trust Fund S 174 63 201,085 193,286
Laclede Gas Company
Common Stock 16 1 51,326 9,926 683
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Exhibit to Form 11-K
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
30182 of Laclede Gas Company on Form S-8 of our report dated March 25, 1994,
appearing in this Annual Report on Form 11-K of Missouri Natural Gas Division
of Laclede Gas Company Dual Savings Plan for the year ended October 31, 1993.
/s/ DELOITTE AND TOUCHE
-------------------
Deloitte and Touche
April 21, 1994